Overview

Trinity Place Holdings Inc., which we refer to as "Trinity," "we," "our," or
"us", is a real estate holding, investment, development and asset management
company. Our largest asset is currently a property located at 77 Greenwich
Street in Lower Manhattan ("77 Greenwich"), which is nearing completion of
development as a mixed-use project consisting of a 90-unit residential
condominium tower, retail space and a New York City elementary school. We also
own a recently built 105-unit, 12-story multi-family property located at 237
11th Street in Brooklyn, New York ("237 11th"), and, through joint ventures, a
50% interest in a recently built 95-unit multi-family property known as The
Berkley, located at 223 North 8th Street, Brooklyn, New York ("The Berkley"),
which was sold in April 2022, and a 10% interest in a recently built 234-unit
multi-family property at 250 North 10th Street, Brooklyn, New York ("250 North
10th") , and we own a property occupied by retail tenants in Paramus, New
Jersey. See Item 2. Properties below for a more detailed description of our
properties. In addition to our real estate portfolio, we also control a variety
of intellectual property assets focused on the consumer sector, a legacy of our
predecessor, Syms Corp. ("Syms"). We also had approximately $260.3 million of
federal net operating loss carry forwards ("NOLs") at March 31, 2022, which can
be used to reduce our future taxable income and capital gains.

We continue to evaluate new investment opportunities, with a focus on newly
constructed multi-family properties in New York City as well as properties in
close proximity to public transportation in the greater New York metropolitan
area. We consider investment opportunities involving other types of properties
and real estate related assets, as well as repurchases of our common stock,
taking into account our cash position, liquidity requirements, and our ability
to raise capital to finance our growth. In addition, we may selectively consider
potential acquisition, development and fee-based opportunities, as well as
disposition, sale or consolidation opportunities.

Management's Plans and Liquidity



As of March 31, 2022, we had total cash and restricted cash of $15.6 million, of
which approximately $1.4 million was cash and cash equivalents and approximately
$14.2 million was restricted cash. At this time, we believe our existing
balances of cash and cash equivalents, together with net proceeds that were
generated from the sale of The Berkley, which closed in April 2022, debt
issuances and/or refinancings, including refinancing the property at 237 11th
and the Paramus line of credit, equity issuances, including under our ATM
program, dispositions of other properties or assets, sales of the larger, higher
floor condominium units at 77 Greenwich and/or sales of partial interests in
properties will be sufficient to satisfy our working capital needs and projected
capital and other expenditures associated with our operations over the next 12
months, and the Company has concluded that management's current plan alleviates
the substantial doubt about its ability to continue as a going concern. Facts
and circumstances that are outside of managements control could change in the
future, such as additional government mandates, health official orders, travel
restrictions and extended business shutdowns due to COVID-19, and the impact of
such matters on residential sentiment in New York City in particular

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Properties

Below is certain information regarding our real estate properties as of March
31, 2022:

                                                                                     Building Size
                                                                                      (estimated                     Leased at
                                                                                        rentable       Number of     March 31,
Property Location                                           Type of

Property square feet) Units 2022 Owned Locations



77 Greenwich, New York, New York (1)                   Property under development                 -             -           N/A

Paramus, New Jersey (2)                                Retail                                77,000             -           100 %

237 11th Street, Brooklyn, New York (3)                Multi-family        

                 80,000           105           100 %

Total                                                                                       157,000           105

Joint Ventures

223 North 8th Street, Brooklyn, New York - 50% (4) Multi-family 

                  65,000            95          98.9 %

250 North 10th Street, Brooklyn, New York - 10% (5)    Multi-family        

                158,000           234          99.1 %

Total                                                                                       223,000           329

Grand Total                                                                                 380,000           434

77 Greenwich. We are nearing completion of the development stage for the

development of an over 300,000 gross square foot mixed-use building that

corresponds to the approximate total of 233,000 zoning square feet. The

property consists of 90 luxury residential condominium apartments, 7,500

square feet of retail space, almost all of which is street level, a 476-seat

elementary school serving New York City District 2, including the adaptive

reuse of the landmarked Robert and Anne Dickey House, and construction of a

new handicapped accessible subway entrance on Trinity Place. As of March 31,

2022, all finishes were complete through the 35th floor. As of March 31,

2022, we have received our temporary certificates of occupancy ("TCOs") for

floors 11-35, excluding the hoist units, the lobby, mechanical rooms and

portions of the cellar and anticipate receiving TCOs for the balance of the

development through completion of the project. We have also completed the

build-out and furnishing of the model units and moved the sales gallery to

the building. The attorney general's office approved our condominium

offering plan in April 2019. We have closed on the sale of 17 residential (1) condominium units through March 31, 2022. Closings are ongoing and residents

have begun to move into their respective units. Although sales activity has

begun to increase from 2020 levels, through March 31, 2022 sales activity was

adversely impacted by the pandemic, the war in Ukraine, increasing interest

rates and the local New York City economy. In December 2017, we closed on a

$189.5 million construction facility. The facility had a balance of $157.0

million at the time it was repaid in full as part of the Company's October

2021 refinancing transaction with Macquarie PF Inc. pursuant to which we were

extended credit in the amount of up to $166.7 million. We borrowed $133.1

million on the closing date of the 77 Mortgage Loan (defined below) and the

balance of the funds used to repay the facility were obtained from an

increase in the Mezzanine Loan, the Berkley Partner Loan as well as funds

raised through the Private Placement. The $33.6 million remaining

availability on the 77 Mortgage Loan will be used to, among other things,


    complete construction of 77 Greenwich and fund carry costs while the
    residential condominium units are being sold.  The 77 Mortgage Loan had a
    balance of $116.0 million at March 31, 2022.



Prior to the COVID-19 related shutdown of all non-essential construction by New
York State in early April 2020, the residential condominium units were scheduled
to be completed by the end of 2020.  Future delays in construction may result in
a delay in our ability to complete the construction project on its anticipated
timeline and our ability to sell residential condominium units.

We entered into an agreement with the New York City School Construction
Authority (the "SCA"), whereby we agreed to construct a school to be sold to the
SCA as part of our condominium development at 77 Greenwich. Pursuant to the
agreement, the SCA agreed to pay us $41.5 million for the purchase of their
condominium unit and reimburse us for the costs associated with constructing the
school, including a construction supervision fee of approximately

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$5.0 million. Payments for construction are being made by the SCA to the general
contractor in installments as construction on their condominium unit progresses.
Payments to us for the land and construction supervision fee commenced in
January 2018 and continued through October 2019 for the land and will continue
through completion of the SCA buildout for the construction supervision fee.  An
aggregate of $46.1 million had been paid to us by the SCA as of March 31, 2022
with approximately $430,000 remaining to be paid. We have also received an
aggregate of $51.0 million in reimbursable construction costs from the SCA
through March 31, 2022.  The SCA closed on the purchase of the school
condominium unit from us in April 2020, at which point title transferred to the
SCA, and the SCA is now proceeding to complete the buildout of the interior
space, which is planned to become an approximately 476 seat public elementary
school.  The pace of completion of the buildout by the SCA has been impacted by
COVID-19 and the school is currently anticipated to open in September 2022.

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 (2) building is leased to Restoration Hardware Holdings, Inc. (NYSE: RH) pursuant

to a license agreement that began on June 1, 2016, which is terminable upon

three months' notice, and currently is scheduled to end on March 31, 2023.

The outparcel building is leased to a long-term tenant whose lease expires

on March 31, 2023. The land area of the Paramus property consists of

approximately 292,000 square feet, or approximately 6.7 acres. We are

currently exploring options with respect to the Paramus property, including

development or sale, among others.

237 11th Street. In May 2018, we closed on the acquisition of a recently

built 105-unit, 12-story multi-family apartment building encompassing

approximately 93,000 gross square feet (approximately 80,000 rentable square

feet) located at 237 11th Street, Park Slope, Brooklyn, New York for a

purchase price of $81.2 million, excluding transaction costs of approximately

$0.7 million. The property also includes 6,264 square feet of retail space, (3) all of which is leased to Starbucks Inc. (NQGS:SBUX), an oral surgeon and a

health and wellness tenant. Located on the border of the Park Slope and

Gowanus neighborhoods of Brooklyn, the property is located one block from the

4th Avenue/9th Street subway station. The 237 11th property offers an array

of modern amenities that surpass what is available in the neighborhood's

"brownstone" housing stock. The property also benefits from a 15-year Section

421-a real estate tax exemption.




Due to certain construction defects at 237 11th that resulted in water
penetration into the building and damage to certain apartment units and other
property, which defects we believe were concealed and which would have required
significant invasive work of a type not usually required or permitted,
especially on a newly-built asset, to be detected, we submitted proofs of loss
to our insurance carrier for property damage and business interruption (lost
revenue) in March 2019.  The insurance carrier subsequently disclaimed coverage
for the losses and we filed a complaint against the carrier alleging that it
breached the insurance policy by denying coverage. We also filed legal claims
against the seller, its parent company, and the general contractor to recover
damages arising from the defective construction. In addition, the general
contractor impleaded into that litigation several subcontractors who performed
work on the property. Management expects to recover some portion of the cost
incurred to repair the property through the litigations and/or settlement
negotiations with the seller, its parent company, the general contractor, the
subcontractors, and the insurance carrier, although the amount of damages that
may be recoverable in litigation and/or potential settlement negotiations are
uncertain at this time, as is the timing of receipt of any such payments, which
has been impacted by the COVID-19 pandemic, including the resulting backlog in
the court system and slowdown in judicial proceedings.  We have engaged in
mediation with the seller, its parent company, the general contractor, and the
third-party defendants impleaded by the general contractor to explore the
possibility of settling the case involving those parties, but to date, have not
reached an agreement.  We incurred significant cash outflows for costs
associated with these repairs and remediation, which commenced in September 2019
and was completed as of December 31, 2021.

223 North 8th Street. Prior to its sale in April 2022, through a joint

venture, we owned a 50% interest in the entity formed to acquire and operate

The Berkley, a recently built 95-unit multi-family property encompassing (4) approximately 99,000 gross square feet (65,000 rentable square feet) at 223

North 8th Street in North Williamsburg, Brooklyn, New York. In April 2022,


    our joint venture with Pacolet Milliken closed on the sale of The Berkley for
    $71,020,000.


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250 North 10th Street. Through a joint venture, we own a 10% interest in the

entity formed to acquire and operate 250 North 10th Street, a recently built

234-unit apartment building in Williamsburg, Brooklyn, New York. The property

is four blocks from the Bedford Avenue L subway station and a short walk from

the Metropolitan Avenue G subway station as well as the J, M, and Z trains at

Marcy Avenue. It is located one block from The Berkley. Apartments feature

top-of-the-line unit finishes including GE stainless steel appliances,

caesarstone countertops, in-unit washers and dryers, individually zoned (5) climate controls, floor to ceiling windows and oak hardwood floors. In

addition, the property offers a full amenity package including a concierge, a


    resident's lounge with roof deck, a fitness center, a café lounge and an
    expansive terrace, tenant storage, parking, and sweeping views of the
    neighborhood and Manhattan. The property has approximately six years

remaining on its 15-year Section 421-a real estate tax exemption. Although

all apartments are market rate units, they are subject to New York City's

rent stabilization law during the remaining term of the Section 421-a real


    estate tax exemption.


Lease Expirations

As of March 31, 2022, we have one retail lease at our Paramus property with
4,000 square feet of leased space with annualized rent of $140,000 per year that
expires in 2023, a retail lease at the 237 11th property with 2,006 square feet
of leased space with annualized rent of $130,000 per year that expires in 2027,
a second retail lease at the 237 11th property with 1,074 square feet of leased
space with average annualized rent of $94,506 per year that expires in 2036, a
third retail lease at the 237 11th property with 2,208 square feet of leased
space with average annualized rent of $153,366 per year that expires in 2032,
and a retail lease at 77 Greenwich with 1,061 square feet of leased space with
an average annualized rent of $88,085 per year that expires in 2032. All our
other leases are residential leases which expire within twelve or twenty-four
months of the commencement date.

Critical Accounting Policies and Estimates


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 2021 Annual Report on Form 10-K/A (the "2021 Annual Report") for the year
ended December 31, 2021.

The following discussion and analysis is intended to assist readers in
understanding our financial condition and results of operations during the three
months ended March 31, 2022 and 2021 and should be read in conjunction with the
consolidated financial statements and notes thereto included in this Quarterly
Report on Form 10-Q/A and our 2021 Annual Report.

The discussion below includes the results of the restated financial statements
that were made for the three months ended March 31, 2022 and 2021, where the
Company identified an error in the application of generally accepted accounting
principles, principally as they relate to the capitalization of construction
soft costs and internally allocated costs incurred in connection with the
Company's development project at 77 Greenwich, which involves significant
judgment. These adjustments decreased cost of sales arising from the reduction
in capitalized costs at 77 Greenwich. The Company also identified and corrected
an error related to the reclassification of our Paramus, New Jersey property
from under development to an operating property.  See additional discussion in
Note 3 - Restatement and Revision of Previous Issued Consolidated Financial
Statements to this Form 10-Q/A.

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Results of Operations for the Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021 (As Restated and Revised)



Rental revenues in total increased by approximately $813,000 to $1.3 million for
three months ended March 31, 2022 from $447,000 for the three months ended March
31, 2021. This consisted of an increase in rent revenues of approximately
$784,000 to $1.2 million for the three months ended March 31, 2022 from $434,000
for the three months ended March 31, 2021, as well as an increase in tenant
reimbursements of approximately $29,000 to $42,000 for the three months ended
March 31, 2022 from $13,000 for the three months ended March 31, 2021. The
increase in total revenues and its related components was due to higher
occupancy, higher face rents and less rent concessions at 237 11th during the
three months ended March 31, 2022 compared to the three months ended March 31,
2021 due to the progress made in remediating the construction related defects.

Other income, which consisted mainly of the SCA construction supervision fee,
decreased by approximately $30,000 to $16,000 for the three months ended March
31, 2022 from $46,000 for the three months ended March 31, 2021 as a result of a
reduction in the SCA construction.

In connection with the sales of residential condominium units at 77 Greenwich
for the three months ended March 31, 2022, we recorded gross sales proceeds of
approximately $6.1 million. Units that closed during 2022 were generally lower
priced, smaller units on the building's lower floors, many of which entered into
contract during the height of the pandemic. These units were completed first and
were covered by the initial TCOs. Getting these units under contract allowed us
to obtain approval from the New York State Attorney General and therefore start
the closing process on residential units.

Property operating expenses decreased by approximately $1.1 million to $804,000
for the three months ended March 31, 2022 from $1.9 million for the three months
ended March 31, 2021. The decrease was principally due to expenses associated
with 237 11th, including approximately $1.2 million in lower remediation related
costs incurred during the three months ended March 31, 2022 compared to the
three months ended March 31, 2021, reflecting completion of remediation efforts
by December 31, 2021.  Property operating expenses consisted primarily of
expenses incurred for utilities, payroll, COVID-19 related supplies and general
operating expenses as well as repairs and maintenance and leasing commission at
237 11th, and to a lesser extent expenses related to the Paramus, New Jersey
property and 77 Greenwich.

Real estate tax expense increased by approximately $311,000 to $390,000 for the
three months ended March 31, 2022 from $79,000 for the three months ended March
31, 2021.  This increase was mainly due to less capitalized real estate taxes
for 77 Greenwich for the three months ended March 31, 2022 as compare to the
three months ended March 31, 2021.

General and administrative expenses increased by approximately $259,000 to $1.5
million for the three months ended March 31, 2022 from $1.2 million for the
three months ended March 31, 2021. For the three months ended March 31, 2022,
approximately $128,000 related to stock-based compensation, $753,000 related to
payroll and payroll related expenses, $301,000 related to other corporate
expenses, including board fees, corporate office rent and insurance and $320,000
related to legal, accounting and other professional fees.  For the three months
ended March 31, 2021, approximately $109,000 related to stock-based
compensation, $735,000 related to payroll and payroll related expenses, $253,000
related to other corporate expenses, including board fees, corporate office rent
and insurance and $146,000 related to legal, accounting and other professional
fees.

Pension related costs decreased by approximately $5,000 to $158,000 for the
three months ended March 31, 2022 from $163,000 for the three months ended March
31, 2021. 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).

In connection with the commencement of sales of residential condominium units
for the three months ended March 31, 2022, we recorded cost of sales of
approximately $5.7 million, which mainly 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.

Depreciation and amortization remained consistent at $1.0 million for the three
months ended March 31, 2022 and  2021.  For the three months ended March 31,
2022, depreciation and amortization expense consisted of depreciation for the
Paramus, New Jersey property of approximately $283,000, depreciation for 237
11th of approximately $382,000 and the amortization of lease commissions,
acquired in-place leases and warrants of approximately $338,000 for 237 11th.
For the

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three months ended March 31, 2021, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $285,000, depreciation for 237 11th of approximately $381,000 and the amortization of lease commissions, acquired in-place leases and warrants of approximately $334,000 for 237 11th.



Equity in net income from unconsolidated joint ventures increased by
approximately $1.1 million to $746,000 for the three months ended March 31, 2022
from a net loss of $372,000 for the three months ended March 31, 2021. Equity in
net loss from unconsolidated joint ventures represented our 50% share in The
Berkley and our 10% share in 250 North 10th. For the three months ended March
31, 2022, our share of the loss is primarily comprised of operating income
before depreciation of $436,000 offset by depreciation and amortization of
$348,000, interest expense of $183,000 and income from the change in the fair
market value of the interest rate swap of $841,000. For the three months ended
March 31, 2021, our share of the loss is primarily comprised of operating income
before depreciation of $383,000 offset by depreciation and amortization of
$374,000, interest expense of $182,000 and the loss from the change in the fair
market value of the interest rate swap of $199,000.

Unrealized loss on warrants increased by approximately $1.6 million to $369,000
for the three months ended March 31, 2022 from a loss of $2.0 million for the
three months ended March 31, 2021. 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.

Interest expense, net increased by approximately $1.9 million to $2.8 million
for the three months ended March 31, 2022 from $875,000 net for the three months
ended March 31, 2021. For the three months ended March 31, 2022, there was
approximately $4.3 million of gross interest expense incurred, $1.5 million of
which was capitalized. For the three months ended March 31, 2021, there was
approximately $5.0 million of gross interest expense incurred, $4.1 million of
which was capitalized. The decrease in gross interest expense was mainly due to
lower overall interest rates on our loans from various refinancing's after March
31, 2021, partially offset by an overall higher average of borrowings during the
three months ended March 31, 2022 compared to the three months ended March 31,
2021.

Interest expense - amortization of deferred finance costs increased
approximately $175,000 to $436,000 for the three months ended March 31, 2022
from $261,000 for the three months ended March 31, 2021. The increase was
principally due to deferred finance costs related to the refinancing of the 237
11th Loans that we closed on in June 2021 as well as the amortization of finance
costs for our loans and secured line of credit that were not capitalized as part
of residential condominium units for sale.

We recorded a $70,000 tax expense for the three months ended March 31, 2022 compared to $35,000 for the three months ended March 31, 2021.



Net loss attributable to common stockholders decreased by approximately $2.3
million to $5.1 million for the three months ended March 31, 2022 from $7.4
million for the three months ended March 31, 2021 as a result of the changes
discussed above, principally due to increased rental revenue and lower property
operating expenses at 237 11th due to the completion of the remediation work by
the end of 2021, 100% occupancy at 237 11th by the end of March 31, 2022, as
well an increase in our equity in net income in our joint ventures and lower
unrealized loss on warrants.

Liquidity and Capital Resources

COVID-19 Pandemic, Management's Plans and Liquidity



The COVID-19 pandemic and related matters, including government actions, shifts
in residential consumer sentiment and changes to the broader and local
economies, have had a significant adverse impact on our business.  While we
believe many of these trends will reverse and the New York City economy and
residential real estate markets will continue the improvement seen to date in
2022, given our focus on New York City residential real estate, our business has
been particularly impacted, and may continue to be, as described elsewhere in
this Quarterly Report on Form 10-Q/A.  Although the impact of the pandemic has
impeded the sale of residential condominium units at 77 Greenwich, the pace of
signing contracts has increased in 2021 through March 31, 2022, and we closed on
17 residential condominium units in through March 31, 2022, and residents are
moving into their respective units. Units sold to date were smaller, lower floor
units that went under contract and closed during the height of the pandemic.
These units were completed first and were covered by the initial TCOs obtained.
Getting these units under contract allowed us to obtain AG approval of our
condominium plan and start closing on residential unit sales.  However, we have
a limited amount of unrestricted cash and liquidity available for working
capital and our cash needs are variable under different circumstances.  Although
there are no assurances that

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any transactions will be completed on acceptable terms or at all, we are
currently exploring pursuing a variety of capital raising and other
transactions, including the sale of certain assets or interests in assets,
capital raises through equity offerings, including our ATM Program, debt
borrowings, refinancings, including refinancing the Paramus line of credit and
property at 237 11th, and/or strategic transactions, in each case, with the goal
of maximizing the value of the assets and attributes of the Company while
balancing short-term liquidity constraints.  In addition, the sale of The
Berkley closed in April 2022 for a price of $71,020,000. The net proceeds from
the sale, after repayment of the property's mortgage and partner loan and
settlement proceeds from the interest rate swap associated with the property's
mortgage, is expected to be used for working capital and/or new investment
opportunities for the Company.

We currently expect that our principal sources of funds to meet our short-term
and long-term liquidity requirements for working capital and funds for
acquisition and development or redevelopment of properties, tenant improvements,
leasing costs, and repayments of outstanding indebtedness will include some

or
all of the following:

(1) cash on hand;

(2) proceeds from new debt financings, increases to existing debt financings

and/or other forms of secured or unsecured debt financing;

proceeds from equity or equity-linked offerings, including rights offerings (3) or convertible debt or equity or equity-linked securities issued in

connection with debt financings;

(4) cash flow from operations; and

(5) net proceeds from divestitures of properties or interests in properties,

including the sale of The Berkley by our joint venture.




Cash flow from operations is primarily dependent upon the occupancy level of our
portfolio, the net effective rental rates achieved on our leases, the
collectability of rent, operating escalations and recoveries from our tenants
and the level of operating and other costs.

As of March 31, 2022, we had total cash and restricted cash of $15.6 million, of
which approximately $1.4 million was cash and cash equivalents and approximately
$14.2 million was restricted cash. As of December 31, 2021, we had total cash
and restricted cash of $24.8 million, of which approximately $4.3 million was
cash and cash equivalents and approximately $20.5 million was restricted cash.
Restricted cash represents amounts required to be restricted under our loan
agreements, letters of credit (see Note 7 - Loans Payable and Secured Line of
Credit to our consolidated financial statements for further information),
deposits on residential condominium sales at 77 Greenwich and tenant related
security deposits.  As of April 30, 2022, we had approximately $7.8 million of
cash and cash equivalents.

At this time, we believe our existing balances of cash and cash equivalents,
together with proceeds generated from the sale of The Berkley, which closed in
April 2022, planned refinancing of the Paramus line of credit, or sale of the
Paramus, New Jersey property and sales of the larger, higher floor condominium
units at 77 Greenwich will be sufficient to satisfy our working capital needs
and projected capital and other expenditures associated with our operations over
the next 12 months, and the Company has concluded that management's current plan
alleviates the substantial doubt about its ability to continue as a going
concern. Additionally, we continue to evaluate opportunities to raise capital
through sales of equity, including under our ATM program, debt issuances or
refinancings, including refinancing the property located at 237 11th Street, and
continue to evaluate dispositions of other properties or other assets and/or
sales of partial interests in properties.  Facts and circumstances could change
in the future that are outside of management's control, such as additional
government mandates, health official orders, travel restrictions and extended
business shutdowns due to COVID-19, and the impact of such matters on
residential sentiment in New York City in particular.

Corporate Credit Facility


In December 2019, we entered into a credit agreement (the "Corporate Credit
Facility" or "CCF") with an affiliate of a global institutional investment
management firm as initial lender (the "CCF Lender") and Trimont Real Estate
Advisors, LLC, as administrative agent (the "Corporate Facility Administrative
Agent"), pursuant to which the CCF Lender agreed to extend us credit in multiple
draws aggregating $70.0 million, which provided for an increase by $25.0 million
subject to satisfaction of certain conditions and the consent of the CCF Lender.
Draws under the Corporate Credit Facility were originally permitted to be made
during the 32-month period following the closing date of the CCF (the "Closing
Date"). The CCF matures on December 19, 2024, subject to extensions until
December 19, 2025 and June 19, 2026, respectively, under certain circumstances.
The CCF provided for the proceeds of the Corporate Credit Facility to be used
for investments in certain multi-family apartment buildings in the greater New
York City area and certain non-residential real estate

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investments approved by the CCF Lender in its reasonable discretion, as well as
in connection with certain property recapitalizations and in specified amounts
for general corporate purposes and working capital. The CCF bears interest at a
rate per annum equal to the sum of (i) 5.25% and (ii) a scheduled interest rate
(the "Cash Pay Interest Rate") based on six-month periods from the Closing Date,
which Cash Pay Interest Rate, from the Closing Date until the six-month
anniversary of the Closing Date initially equaled 4.0% and increases by 125
basis points in each succeeding six-month period, subject to increase during the
extension periods. A $2.45 million commitment fee was payable 50% on the initial
draw and 50% as amounts under the CCF are drawn, with any remaining balance due
on the last date of the draw period, and a 1.0% exit fee is payable in respect
of CCF repayments. As of March 31, 2022, we had paid $1.85 million of the
commitment fee. The CCF may be prepaid at any time subject to a prepayment
premium on the portion of the CCF being repaid.

At March 31, 2022, the Corporate Credit Facility had an outstanding balance of
$35.75 million, excluding deferred finance fees of $2.7 million, and an
effective interest rate of 9.63%. Accrued interest totaled approximately $3.9
million at March 31, 2022.  See Note 7 - Loans Payable and Secured Line of
Credit to our consolidated financial statements for further discussion.

In connection with the December 2020 transaction noted below, the Company
entered into an amendment to the Corporate Credit Facility (the "Corporate
Facility Amendment") pursuant to which, among other things, (i) the CCF Lender
and the Corporate Facility Administrative Agent permitted the Company to enter
into the Mezzanine Loan Agreement (as defined below), the amendment to the 77
Greenwich Construction Facility and related documents, (ii) the commitment made
by the CCF Lender under the Corporate Credit Facility was reduced by the amount
of the Mezzanine Loan (as defined below) from $70.0 million to $62.5 million,
subject to increase by $25.0 million upon satisfaction of certain conditions and
the consent of the CCF Lender, and (iii) the multiple on invested capital, or
MOIC, amount that would be due and payable by the Company upon the final
repayment of the loan pursuant to the Corporate Credit Facility if no event of
default exists and is continuing under the Corporate Credit Facility at any time
prior to December 22, 2022, was amended to combine the Corporate Credit Facility
and the Mezzanine Loan for purposes of calculating the MOIC, to the extent not
previously paid, if any.  See Note 7 - Loans Payable and Secured Line of Credit
to our consolidated financial statements for further discussion.

In connection with the closing of the 77 Mortgage Loan and amendment to the
Mezzanine Loan described below, we entered into amendments to our CCF, dated as
of October 22, 2021 and November 10, 2021, pursuant to which, among other
things, the parties agreed that no additional funds will be drawn under the CCF,
the minimum liquidity requirement was made consistent with the 77 Mortgage Loan
Agreement until May 1, 2023 and the MOIC provisions were revised to provide that
(i) the MOIC amount due upon final repayment of the CCF loan was amended to be
consistent with the Mezzanine Loan such that if no event of default exists and
is continuing under the CCF at any time prior to June 22, 2023, the amount due
will be combined with the Mezzanine Loan, to the extent not previously paid, if
any, and (ii) the amount of the CCF used to calculate the MOIC was reduced to
$35.75 million.

In connection with the Corporate Credit Facility, we also entered into a warrant
agreement with the CCF Lender pursuant to which we issued to the CCF Lender
ten-year warrants (the "Warrants") to purchase up to 7,179,000 shares of our
common stock.  In connection with the Corporate Facility Amendment, the exercise
price of the Warrants was amended from $6.50 per share to $4.31 per share,
payable in cash or pursuant to a cashless exercise.  See Note 12 - Stockholders
Equity - Warrants to our consolidated financial statements for further
discussion regarding the warrants.

As of March 31, 2022, we were in compliance with all covenants of the CCF.

77 Mortgage Loan



In October 2021, a wholly-owned subsidiary of ours (the "Mortgage Borrower")
entered into a loan agreement with Macquarie PF Inc., a part of Macquarie
Capital, the advisory, capital markets and principal investment arm of Macquarie
Group, as lender and administrative agent (the "77 Mortgage Lender"), pursuant
to which 77 Mortgage Lender agreed to extend credit to Mortgage Borrower in the
amount of up to $166.7 million (the "77 Mortgage Loan"), subject to the
satisfaction of certain conditions (the "77 Mortgage Loan Agreement"). We
borrowed $133.1 million on the closing date of the 77 Mortgage Loan and the
balance of the funds used to repay the facility were obtained from an increase
in the Mezzanine Loan, the Berkley Partner Loan as well as funds raised through
the Private Placement.  The $33.6 million remaining availability will be used
to, among other things, complete construction of 77 Greenwich and fund carry
costs while the residential condominium units are being sold.

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The 77 Mortgage Loan has a two-year term with an option to extend for an
additional year under certain circumstances and is secured by the Mortgage
Borrower's fee interest in 77 Greenwich. The 77 Mortgage Loan bears interest at
a rate per annum equal to the greater of (i) 7.00% in excess of LIBOR and (ii)
7.25%; provided that, if, on April 22, 2023, the outstanding principal balance
of the 77 Mortgage Loan, together with any accrued and unpaid PIK Interest and
unpaid Additional Unused Fee (as those terms are defined below) is equal to or
greater than $91.0 million, the rate per annum will be equal to the greater of
(i) 9.00% in excess of LIBOR and (ii) 9.25%. If cash flow from 77 Greenwich
(including proceeds from the sales of residential units) is insufficient to pay
interest payments when due, any accrued but unpaid interest will remain unpaid
and interest will continue to accrue on such unpaid amounts ("PIK Interest")
until the cumulative PIK Interest and Additional Unused Fee accrues to $4.5
million (the "Threshold Amount"), after which all such amounts in excess of the
Threshold Amount shall be paid in cash on a monthly basis until such amounts are
less than the Threshold Amount. As advances of the 77 Mortgage Loan are made to
Mortgage Borrower and the outstanding principle balance of the 77 Mortgage Loan
increases, net proceeds from the sales of condominium units will be paid to 77
Mortgage Lender to reduce the outstanding balance of the 77 Mortgage Loan. A 1%
per annum fee (the "Additional Unused Fee") on a $3.0 million portion (the
"Additional Amount") of the 77 Mortgage Loan, is payable on a monthly basis on
the undrawn portion of such Additional Amount. To the extent the 77 Mortgage
Loan is not fully funded by October 22, 2022 (April 22, 2023 in the case of
amounts with respect to construction work related to the new handicapped
accessible subway entrance on Trinity Place), 77 Mortgage Lender may in its
discretion force fund the remaining balance other than the Additional Amount
into a reserve account held by 77 Mortgage Lender and disbursed in accordance
with the terms of the 77 Mortgage Loan Agreement. The 77 Mortgage Loan is
prepayable without penalty, subject to 77 Mortgage Lender receiving a minimum
total return of $15.26 million, or if an advance has been made of the Additional
Amount, the sum of $15.26 million, plus 10% of the Additional Amount that has
been disbursed, in each case, inclusive of interest and fees, and must be
prepaid in part in certain circumstances such as in the event of the sale of
residential and retail condominium units. Mortgage Borrower is required to
achieve completion of the construction work and the improvements for the Project
on or before July 1, 2022, subject to certain exceptions. The 77 Mortgage Loan
Agreement also includes additional customary affirmative and negative covenants
for loans of this type, with the first sales pace covenant in April 2023.

In connection with the 77 Mortgage Loan Agreement, we entered into guarantees
with the 77 Mortgage Lender pursuant to which we guaranteed the completion and
payment of costs and expenses related to the construction; the payment of
accrued and unpaid interest and other fees, costs, expenses and payments due and
payable with respect to the 77 Mortgage Loan or 77 Greenwich; and the payment
when due of all amounts due to 77 Mortgage Lender, as a result of "bad-boy"
provisions. Mortgage Borrower and the Company also entered into an environmental
compliance and indemnification undertaking for the benefit of 77 Mortgage
Lender. Additionally, Mortgage Borrower is required to provide a letter of
credit in an amount not less than $4.0 million.  The letter of credit will be
reduced to $3.0 million following, among other things, (x) final completion of
the Project, subject to certain exceptions, and (y) paydown of the 77 Mortgage
Loan to a basis of $625 per square feet of the unsold residential units.

As of March 31, 2022, the 77 Mortgage Loan had been paid down by approximately
$20.5 million through closed sales of residential condominium units to a balance
of $115.9 million and we had accrued $2.5 million in PIK interest, which is
recorded in accounts payable and accrued expenses in the consolidated balance
sheet.  As of March 31, 2022, we were in compliance with all covenants under the
77 Mortgage Loan.

Mezzanine Loan

In December 2020, we entered into a mezzanine loan agreement with an affiliate
of the CCF Lender (the "Mezzanine Loan Agreement", and the loan thereunder, the
"Mezzanine Loan").  The Mezzanine Loan was originally in the amount of $7.5
million and has a term of three years with two one-year extension options,
exercisable under certain circumstances. The collateral for the Mezzanine Loan
was the borrower's equity interest in its direct, wholly-owned subsidiary. The
blended interest rate for the 77 Greenwich Construction Facility and the
Mezzanine Loan, assuming the 77 Greenwich Construction Facility and the
Mezzanine Loan are fully drawn, was 8.26% on an annual basis. Interest on the
Mezzanine Loan is not payable on a monthly basis but instead is automatically
added to the unpaid principal amount on a monthly basis (and therefore accrues
interest) and is payable in full on the maturity date of the Mezzanine Loan.
Upon final repayment of the Mezzanine Loan, a MOIC will be due on substantially
the same terms as provided for in the CCF. Subject to the prior sentence the
Mezzanine Loan may be prepaid in whole or in part, without penalty or premium
(other than payment of the MOIC amount, if applicable, as provided above), upon
prior written notice to the lender under the Mezzanine Loan. In connection with
the Mezzanine Loan, the Company entered into a completion guaranty, carry
guaranty, equity funding guaranty, recourse guaranty and environmental
indemnification undertaking.

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In October 2021, the Mezzanine Loan Agreement was amended and restated to, among
other things, (i) increase the amount of the loan thereunder by approximately
$22.77 million, of which $0.77 million reflects interest previously accrued
under the original Mezzanine Loan, (ii) reflected the pledge of the equity
interests in the Mortgage Borrower to the Mezzanine Lender as additional
collateral for the Mezzanine Loan and (iii) conform certain of the covenants to
those included in the 77 Mortgage Loan Agreement, as applicable. Additionally,
the existing completion guaranty, carry guaranty, recourse guaranty and
environmental indemnification executed in connection with the original Mezzanine
Loan Agreement were amended to conform to the mortgage guarantees and mortgage
environmental indemnity made in connection with the 77 Mortgage Loan (and the
existing equity funding guaranty was terminated).

As of March 31, 2022, the Mezzanine Loan had a balance of $30.3 million and accrued interest totaled approximately $2.1 million. See Note 7 - Loans Payable and Secured Line of Credit to our consolidated financial statements for further discussion.

As of March 31, 2022, we were in compliance with the covenants of the Mezzanine Loan.



237 11th Loans

In May 2018, in connection with the acquisition of 237 11th, we entered into
two-year interest-only financings with an aggregate principal amount of $67.8
million, which was comprised of a $52.4 million mortgage loan and a $15.4
million mezzanine loan bearing interest at a blended average rate of 3.72% over
the 30-day LIBOR, each with a one-year extension option upon satisfaction of
certain conditions. The mezzanine loan was repaid in full in February 2020. In
June 2020, the maturity of the 237 11th mortgage loan was extended to June 2021
and amended to include a delayed draw facility of $4.25 million. In conjunction
with the amendment, a LIBOR floor of 50 basis points was put in place, the
spread was increased by 25 basis points to 2.25% and the exit fee was increased
by 50 basis points to 1.0%.  In June 2021, we repaid the 237 11th mortgage
loan's balance of $56.4 million in full and paid an exit fee of $567,000.

Simultaneously, in June 2021, in connection with the refinancing of the 237 11th
mortgage loan, we entered into a $50.0 million senior loan (the "237 11th Senior
Loan") and a $10 million mezzanine loan (the "237 11th Mezz Loan" and together
with the 237 11th Senior Loan, the "237 11th Loans"), provided by Natixis,
bearing interest at a blended rate of 3.05% per annum. The 237 11th Loans have
an initial term of two years and three one-year extension options. The first
extension option is not subject to satisfaction of any financial tests. $1.5
million of the 237 11th Senior Loan proceeds were held back by Natixis to cover
debt service and operating expense shortfalls, as well as leasing related costs.

There was an outstanding balance of $48.8 million from the 237 11th Senior Loan and $10.0 million from the 237 11th Mezz Loan at March 31, 2022.



From time to time, properties that we own, acquire or develop may experience
defects, including concealed defects, or damage due to natural causes, defective
workmanship or other reasons. In these situations, we pursue our rights and
remedies as appropriate with insurers, contractors, sellers and others. Due to
certain construction defects at 237 11th that resulted in water penetration into
the building and damage to certain apartment units and other property, which
defects we believe were concealed and which would have required significant
invasive work of a type not usually required or permitted, especially on a
newly-built asset, to be detected, we submitted proofs of loss to our insurance
carrier for property damage and business interruption (lost revenue) in March
2019.   The insurance carrier subsequently disclaimed coverage for the losses
and we filed a complaint against the carrier alleging that it breached the
insurance policy by denying coverage.  We also filed legal claims against the
seller, its parent company, and the general contractor to recover damages
arising from the defective construction. In addition, the general contractor has
impleaded into that litigation several subcontractors who performed work on the
property. Management expects to recover some portion of the cost incurred to
repair the property through the litigations and/or settlement negotiations with
the seller, its parent company, the general contractor, the subcontractors, and
the insurance carrier, although the amount of damages that may be recoverable in
litigation and/or potential settlement negotiations are uncertain at this time,
as is the timing of receipt of any such payments, which has been impacted by the
COVID-19 pandemic, including the resulting backlog in the court system and
slowdown in judicial proceedings.  We have engaged in mediation with the seller,
its parent company, the general contractor, and the third-party defendants
impleaded by the general contractor to explore the possibility of settling the
case involving those parties, but to date, have not reached an agreement.  We
incurred significant cash outflows for costs associated with these repairs and
remediation, which commenced in September 2019 and was completed by December 31,
2021. As of March 31, 2022, the property was 100% leased.

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The Berkley Loan

Prior to its sales in April 2022, we owned a 50% interest in a joint venture
formed to acquire and operate The Berkley. On February 28, 2020, in connection
with a refinancing, The Berkley acquisition loan was repaid in full and was
replaced with a new 7-year, $33.0 million loan (the "New Berkley Loan") which
bore interest at a fixed rate of 2.717% and was interest only during the initial
five years. In connection with the sale of The Berkley in April 2022, the New
Berkley Loan was repaid in full and retired.

The Berkley Partner Loan



In October 2021, we entered into a loan agreement with our partner in The
Berkley JV, pursuant to which our partner agreed to lend us up to $10.5 million
principal amount, $500,000 of which is available only to be applied to interest
payments, secured by our interest in the joint venture entity, maturing in one
year, with two 12-month extension options subject to satisfaction of certain
conditions. The loan bore interest at a rate of 10% per year, with a portion
deferred until maturity.  As of March 31, 2022, the loan had an outstanding
balance of $10.1 million. In connection with the sale of The Berkley in April
2022, the Berkley Partner Loan was repaid in full and retired.

Secured Line of Credit


Our $12.75 million secured line of credit with Webster Bank (formerly known as
Sterling National Bank) is secured by the Paramus, New Jersey property.  The
maturity date of the secured line of credit is March 2023.   The secured line of
credit bears interest at the prime rate, currently 3.50%.  The secured line of
credit is pre-payable at any time without penalty. As of March 31, 2022, the
secured line of credit had an outstanding balance of $12.75 million and an
effective interest rate of 3.50%.

250 North 10th Note



We own a 10% interest in a joint venture with TF Cornerstone (the "250 North
10th JV") formed to acquire and operate 250 North 10th, a recently built
234-unit apartment building in Williamsburg, Brooklyn, New York. In January
2020, the 250 North 10th JV closed on the acquisition of the property through a
wholly-owned special purpose entity for a purchase price of $137.75 million, of
which $82.75 million was financed through a 15-year mortgage loan (the "250
North 10th Note") secured by 250 North 10th and the balance was paid in cash.
Our share of the equity totaling approximately $5.9 million was funded through a
loan (the "Partner Loan") from our joint venture partner. The Partner Loan bears
interest at 7.0% and is prepayable any time within its four year term. Our
partner has the option of having the Partner Loan repaid in our common stock if
the price of our common stock exceeds $6.50 per share at the time of
conversion. The non-recourse 250 North 10th Note bears interest at 3.39% for the
duration of the loan term and has covenants, defaults, and a non-recourse carve
out guaranty executed by us. We earned an acquisition fee at closing and are
entitled to ongoing asset management fees and a promote upon the achievement of
certain performance hurdles.

Private Placement Transaction and Rights Offering


In October 2021, we entered into a private placement agreement with certain
existing shareholders ("Investors"), pursuant to which we issued to the
Investors an aggregate of 2,539,473 shares of our common stock at a price of
$1.90 per share, and we received gross proceeds of $4.8 million, which closed on
the same day.

In December 2021, we closed on a common stock rights offering to existing shareholders at a price of $1.90 per share, which resulted in the issuance of 903,576 shares of our common stock and we received gross proceeds of $1.7 million.

At-The-Market Equity Offering Program


In August 2021, we entered into an "at-the-market" equity offering program (the
"ATM Program"), to sell up to an aggregate of $10.0 million in shares of our
common stock.

We sold no shares of our common stock during the three months ended March 31,
2022.  During the year ended December 31, 2021, we sold 701,327 shares of our
common stock for aggregate gross proceeds of approximately $1.4 million
(excluding approximately $169,000 in professional and brokerage fees) at a
weighted average price of $1.95 per share.

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As of March 31, 2022, approximately $8.6 million of our common stock remained available for issuance under the ATM Program.

Cash Flows


Cash Flows for the Three Months Ended March 31, 2022 Compared to the Three
Months Ended March 31, 2021 (As Restated.  See additional discussion in Note 3 -
Restatement and Revision of Previous Issued Consolidated Financial Statements to
this Form 10-Q/A)

Net cash provided by operating activities increased by approximately $14.5
million to $375,000 for the three months ended March 31, 2022 from net cash used
in operating activities of $14.1 million for the three months ended March 31,
2021. This increase was mainly due to less asset additions at 77 Greenwich
offset by the sale of three residential condominiums, totaling approximately
$6.1 million, partially offset by an increase in prepaid expenses and other
assets, net of $660,000 over the same period last year.

Net cash used in investing activities increased by approximately $11,000 to $64,000 for the three months ended March 31, 2022 from $53,000 for the three months ended March 31, 2021. The slight increase in cash used by investing activities was due to asset additions at 237 11th .



Net cash used in financing activities increased by approximately $19.3 million
to $9.5 million for the three months ended March 31, 2022 from net cash provided
by financing activities of $9.8 million for the three months ended March 31,
2021. The increase in net cash used in financing activities primarily relates to
the $11.6 million of loan paydowns from the 77 Greenwich Mortgage Loan from the
proceeds of residential condominium sales, partially offset by $7.8 million less
in borrowings from the loans and secured line of credit this period compared to
the same period last year.

Net Operating Losses (As Restated)


We believe that our U.S. federal NOLs as of the emergence date of the Syms
bankruptcy were approximately $162.8 million and believe our U.S. federal NOLs
as of March 31, 2022 were approximately $260.3 million.  In connection with the
conveyance of the school condominium to the SCA, we applied approximately $11.6
million of federal NOLs against taxable capital gains of approximately $18.5
million.  Since 2009 through March 31, 2022, we have utilized approximately
$22.5 million of the federal NOLs. Pursuant to the TCJA, corporate alternative
minimum tax ("AMT") credit carryforwards are eligible for a 50% refund in tax
years 2018 through 2020, and beginning in tax year 2021, any remaining AMT
credit carryforwards are 100% refundable. As a result of these new rules, we had
recorded a tax benefit and refund receivable of $3.1 million in 2017 in
connection with our valuation allowance release. We received approximately $1.6
million of the refund receivable in October 2019, and the balance of
approximately $1.5 million in July 2020.

Based on management's assessment, it is more likely than not that the entire
deferred tax assets will not be realized by future taxable income or tax
planning strategies. Accordingly, a valuation allowance of $72.0 million was
recorded as of March 31, 2022.

We believe that certain of the transactions that occurred in connection with our
emergence from bankruptcy in September 2012, including the rights offering and
the redemption of the Syms shares owned by the former majority shareholder of
Syms in accordance with the Plan, resulted in us undergoing an "ownership
change," as that term is used in Section 382 of the Code. However, while the
analysis is complex and subject to subjective determinations and uncertainties,
we believe that we should qualify for treatment under Section 382(l)(5) of the
Code. As a result, we believe that our NOLs are not subject to an annual
limitation under Section 382. However, if we were to undergo a subsequent
ownership change in the future, our ability to utilize our NOLs could be subject
to limitation under Section 382. In addition, the TCJA limited the deductibility
of NOLs arising in tax years beginning after December 31, 2017 to 80 percent of
taxable income (computed without regard to the net operating loss deduction) for
the taxable year. However, the CARES Act suspended the 80% limitation on the use
of NOLs for tax years beginning before January 1, 2021, and allowed losses
arising in taxable years beginning after December 31, 2017 and before January 1,
2021 to be carried back up to five years.

Even if all of our regular U.S. federal income tax liability for a given year is reduced to zero by virtue of utilizing our NOLs, we may still be subject to state, local or other non-federal income taxes.



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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% 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% stockholder.

Cautionary Note Regarding Forward-Looking Statements



This Quarterly Report on Form 10-Q/A, including information included or
incorporated by reference in this Quarterly Report on or any supplement to this
Quarterly Report, may include forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and information relating
to us that are based on the beliefs of management as well as assumptions made by
and information currently available to management. These forward-looking
statements include, but are not limited to, statements about our plans,
objectives, expectations and intentions that are not historical facts, and other
statements identified by words such as "may," "will," "expects," "believes,"
"plans," "estimates," "potential," or "continues," or the negative thereof or
other and similar expressions. In addition, in some cases, you can identify
forward-looking statements by words or phrases such as "trend," "potential,"
"opportunity," "believe," "comfortable," "expect," "anticipate," "current,"
"intention," "estimate," "position," "assume," "outlook," "continue," "remain,"
"maintain," "sustain," "seek," "achieve," and similar expressions. Such
statements reflect our current views with respect to future events, the outcome
of which is subject to certain risks, including among others:

? the impact of COVID-19;

risks and uncertainties as to the terms, timing, structure, benefits and costs

? of any capital raising or strategic transaction and whether one will be

consummated on terms acceptable to us or at all;

? our limited cash resources, generation of minimal revenues from operations, and

our reliance on external sources of financing to fund operations in the future;

our ability to execute our business plan, including as it relates to the

? development of and sale of residential condominium units at our largest asset,

77 Greenwich;

? risks associated with our debt, including the risk of defaults on our

obligations and debt service requirements;

? risks associated with covenant restrictions in our loan documents that could

limit our flexibility to execute our business plan;

? adverse trends in the New York City residential condominium market;

? general economic and business conditions, including with respect to real

estate, and their effect on the New York City real estate market in particular;

? our ability to obtain additional financing and refinance existing loans and on

favorable terms;

our investment in property development may be more costly than anticipated and

? investment returns from our properties planned to be developed may be less than

anticipated;

? our ability to enter into new leases and renew existing leases with tenants at

our commercial and residential properties;

? we may acquire properties subject to unknown or known liabilities, with limited

or no recourse to the seller;

? risks associated with the effect that rent stabilization regulations may have

on our ability to raise and collect rents;

? competition for new acquisitions and investments;




 ? risks associated with acquisitions and investments in owned and leased real
   estate;


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? risks associated with joint ventures;

? our ability to maintain certain state tax benefits with respect to certain of

our properties;

our ability to obtain required permits, site plan approvals and/or other

? governmental approvals in connection with the development or redevelopment of

our properties;

costs associated with complying with environmental laws and environmental

? contamination, as well as the Americans with Disabilities Act or other safety

regulations and requirements;

? loss of key personnel;

? the effects of new tax laws;

? our ability to utilize our NOLs to offset future taxable income and capital

gains for U.S. Federal, state and local income tax purposes;

? risks associated with current political and economic uncertainty, and

developments related to the outbreak of contagious diseases;

? risks associated with breaches of information technology systems;

? stock price volatility and other risks associated with a lightly traded stock;

? stockholders may be diluted by the issuance of additional shares of common

stock or securities convertible into common stock in the future;

? a declining stock price may make it more difficult to raise capital in the

future;

? the influence of certain significant stockholders;

limitations in our charter on transactions in our common stock by substantial

? stockholders, designed to protect our ability to utilize our NOLs and certain

other tax attributes, may not succeed and/or may limit the liquidity of our

common stock;

certain provisions in our charter documents and Delaware law may have the

? effect of making more difficult or otherwise discouraging, delaying or

deterring a takeover or other change of control of us;

certain provisions in our charter documents may have the effect of limiting our

? stockholders' ability to obtain a favorable judicial forum for certain

disputes;

the impact of the revision of our financial statements and management's

? recently identified material weakness in our internal control over financial

reporting; and

unanticipated difficulties which may arise and other factors which may be

? outside our control or that are not currently known to us or which we believe

are not material.




In evaluating such statements, you should specifically consider the risks
identified under the section entitled "Risk Factors" in our 2021 Annual Report
for the year ended December 31, 2021, as filed with the Securities and Exchange
Commission (the "SEC") on October 5, 2022, and under the section entitled "Risk
Factors" in this Quarterly Report on Form 10-Q/A, any of which could cause
actual results to differ materially from the anticipated results.  Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results or outcomes may vary materially from
those contemplated by any forward looking statements. Subsequent written and
oral forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by the cautionary statements in
this paragraph and elsewhere described in our 2021 Annual Report, this Form
10-Q/A and other reports filed with the SEC. All forward-looking statements
speak only as of the date of this Form 10-Q/A or, in the case of any documents
incorporated by reference in this Form 10-Q/A, the date of such document, in
each case based on information available to us as of such date, and we assume no
obligation to update any forward-looking statements, except as required by

law.

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