New York REIT Liquidating 10Q 2022 Q3 Quarterly report

New York REIT Liquidating (NYRT) 10-Q2022 Q3 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

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

For the quarterly period ended September 30, 2022

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

For the transition period from _______ to _______

Commission File Number

001-36416*

NEW YORK REIT LIQUIDATING LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware		83-2426528
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

2 Liberty Square, Boston, MA		02109
Address of Principal Executive Offices		Zip Code

(617)

570-4750

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Exchange Act: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

Units

(Title of class)

Indicate

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.

Yes

☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File to be submitted pursuant to Rule 405 of Regulation

S-T

(232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act

Rule12b-2). Yes ☐ No ☒

As of November 1, 2022 there were 16,791,769 Units outstanding.

Documents incorporated by reference: None

*	New York REIT Liquidating LLC is the successor in interest to New York REIT, Inc. and files reports under the Commission file number for New York REIT, Inc.

NEW YORK REIT LIQUIDATING LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Consolidated Statements of Net Assets (Liquidation Basis) as of September 30, 2022 and December 31, 2021		1

	Consolidated Statements of Changes in Net Assets (Liquidation Basis) for the Three and Nine Months Ended September 30, 2022 and September 30, 2021		2

	Notes to Consolidated Financial Statements		3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		20

Item 4.	Controls and Procedures		20

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		21

Item 1A.	Risk Factors		21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		21

Item 3.	Defaults Upon Senior Securities		21

Item 4.	Mine Safety Disclosures		21

Item 5.	Other Information		21

Item 6.	Exhibits		21

Signatures			23

NEW YORK REIT LIQUIDATING LLC

FORM

10-Q

SEPTEMBER 30, 2022

CONSOLIDATED STATEMENTS OF NET ASSETS

(Liquidation Basis)

(Unaudited, in thousands)


	September 30, 2022		December 31, 2021
Assets
Investment in unconsolidated joint venture	$	22,535	$	226,175
Cash and cash equivalents		8,150		7,535
Restricted cash		92,293		92,127

Total Assets		122,978		325,837
Liabilities
Liability for estimated costs in excess of estimated receipts during liquidation		1,409		2,384
Accounts payable, accrued expenses and other liabilities		415		342

Total Liabilities		1,824		2,726

Commitments and Contingencies
Net assets in liquidation	$	121,154	$	323,111

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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NEW YORK REIT LIQUIDATING LLC

FORM

10-Q

SEPTEMBER 30, 2022

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Liquidation Basis)

(Unaudited, in thousands)


	Three Months Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Net assets in liquidation, beginning of period	$	313,017		$	322,926		$	323,111		$	327,390
Changes in net assets in liquidation:
Changes in liquidation value of investment in unconsolidated joint venture		(192,027	)		3,535			(196,069	)		7,669
Remeasurement of assets and liabilities		666			(522	)		(516	)		(1,900	)

Net changes in liquidation value		(191,361	)		3,013			(196,585	)		5,769
Liquidating distributions to unitholders		(502	)		(2,183	)		(5,372	)		(9,403	)

Changes in net assets in liquidation		(191,863	)		830			(201,957	)		(3,634	)

Net assets in liquidation, end of period	$	121,154		$	323,756		$	121,154		$	323,756

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

Note 1 — Organization

New York REIT Liquidating LLC (the “Company”) was formed on November 7, 2018 and is the successor entity to New York REIT, Inc., (the “Predecessor”). The Predecessor was incorporated on October 6, 2009 as a Maryland corporation that qualified as a real estate investment trust for U.S. federal income tax purposes (“REIT”) beginning with its taxable year ended December 31, 2010. On April 15, 2014, the Predecessor listed its common stock on the New York Stock Exchange (“NYSE”) under the symbol “NYRT” (the “Listing”).

The sole purpose of the Company is to wind up the Company’s affairs and the liquidation of the Company’s assets with no objective to continue or to engage in the conduct of a trade or business, except as necessary for the orderly liquidation of the Company’s assets.

On August 22, 2016, the Predecessor’s Board of Directors (the “Board”) approved a plan of liquidation to sell in an orderly manner all or substantially all of the assets of the Predecessor and its operating partnership, New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”), and to liquidate and dissolve the Predecessor and the OP (the “Liquidation Plan”), subject to stockholder approval (see Note 2). The Liquidation Plan was approved at a special meeting of stockholders on January 3, 2017. All of the assets held by the OP have been sold and the OP was dissolved prior to the conversion on November 7, 2018.

As of September 30, 2022, the Company’s only significant assets are a 50.1% equity interest in WWP Holdings LLC (“WWP”), which owns one property, known as Worldwide Plaza, aggregating 2.0 million rentable square feet with an average occupancy of 90.6%, and a $90.7 million cash reserve. The property consisted of office space, retail space and a garage representing 88%, 5% and 7%, respectively, of rentable square feet as of September 30, 2022.

The Company has no employees. Since March 8, 2017, all advisory duties are administered by Winthrop REIT Advisors, LLC (the “Winthrop Advisor”).

Note 2

—

Liquidation Plan

The Liquidation Plan provides for an orderly sale of the Company’s assets, payment of the Company’s liabilities and other obligations and the winding down of operations and dissolution of the Company. The Predecessor was not, and the Company is not, permitted to make any new investments except to make protective acquisitions or advances with respect to its existing assets (see Note 6). The Company is permitted to satisfy any existing contractual obligations and fund required tenant improvements and capital expenditures at its real estate property owned by the joint venture in which the Company owns an interest.

The Liquidation Plan enables the Company to sell any and all of its assets without further approval of the unitholders and provides that liquidating distributions be made to the unitholders as determined by the Company’s board of managers (the “Board of Managers”). In order to comply with applicable laws, the Predecessor converted into the Company, a limited liability company. The conversion of the Predecessor to a limited liability company was approved by the stockholders on September 7, 2018 and became effective on November 7, 2018.

In October 2018, the Predecessor announced the withdrawal of its common stock from listing on the NYSE in connection with the conversion. November 2, 2018 was the last day on which shares of common stock were traded on the NYSE and the stock transfer books were closed as of 4:00 p.m. (Eastern Time) on such date. At the effective time of the conversion, each outstanding share of common stock of the Predecessor was converted into one unit of common membership interest in the Company (a “Unit”), and holders of shares of common stock automatically received one Unit (which Unit was in book entry form) for each share of our common stock held by such stockholder. Holders of Units should note that unlike shares of common stock, which, in addition to being listed on the NYSE, were freely transferable, Units are not listed for trading and generally are not transferable except by will, intestate succession or operation of law. Therefore, the recipients of Units will not have the ability to realize any value from

these interests except from distributions made by the Company, the timing of which will be solely in the discretion of the Board of Managers.

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NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

During the period ended September 30, 2022, the Board of Managers was comprised of three members: Randolph C. Read, Craig T. Bouchard and Howard Goldberg. On November 7, 2022, Howard Goldberg resigned from the Board of Managers, effective immediately, pursuant to the terms of the Limited Liability Agreement of the Company and not as a result of any disagreement with the operations, policies or practices of the Company. On November 9, 2022, Michael L. Ashner was appointed as a member of the Board of Managers. As of November 9, 2022, the Board of Managers is comprised of Randolph C. Read, Craig T. Bouchard and Michael L. Ashner.

, 2022, Joseph Moinian resigned from his position as an observer to the Board of Managers, effective immediately, in accordance with the terms of the previously disclosed Board Observer Agreement between himself and the Company

The Company is deemed to be the same entity as the Predecessor with the same assets and liabilities as the Predecessor on the date of conversion. In addition, the charter and bylaws of the Predecessor were replaced by the operating agreement of the Company. For tax purposes, the fair value of each Unit in the Company received by stockholders when the conversion became effective, which reflects the value of the remaining assets of the Company (net of liabilities), was equal to the average of the high and low trading prices for shares of the Predecessor’s common stock on the last three days on which shares were traded on the NYSE.

The business of the Company is the same as the business of the Predecessor immediately preceding the conversion, which, consistent with the Liquidation Plan, consists of the continued ownership of the Predecessor’s interest in Worldwide Plaza, the only remaining property-related asset. Under its operating agreement, the business and affairs of the Company will be managed by or under the direction of its Board of Managers, and the sole purpose is winding up the affairs of the Company and the liquidation of its remaining property-related asset. On March 14, 2022, pursuant to the terms of the operating agreement of the Company, the Board of Managers extended the term of the Company such that the Company will remain in existence until the earlier of (i) the distribution of all its assets pursuant to liquidation or (ii) December 31, 2023.

The dissolution process and the amount and timing of future distributions to unitholders involve risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will be ultimately distributed to unitholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets.

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation.

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NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

Rent

collections for retail and amenities tenants at Worldwide Plaza were not impacted by the

COVID-19

pandemic during the nine months ended September 30, 2022, though they were impacted during the year ended December 31, 2021. It is uncertain as to the extent of the future impact of the

COVID-19

pandemic, including its multiple variants and government mandated measures thereto on rent collections at the property for future quarters. During the nine months ended September 30, 2022 and the year ended December 31, 2021, the property collected

100

% of the office rents that were due. WWP has forgiven approximately $

494,000

of base rents for current retail and amenities tenants and has written off approximately $

477,000

of base rents related to surrendered retail and amenities space. To date, the impact of the

COVID-19

pandemic has not been material to the

rent collection at Worldwide Plaza

, however, it is not possible to estimate the future impact of the pandemic at this time.

Liquidation Basis of Accounting

As a result of the approval of the Liquidation Plan by the stockholders, the Company adopted the liquidation basis of accounting as of January 1, 2017 and for the periods subsequent to December 31, 2016 in accordance with GAAP. Accordingly, on January 1, 2017, the carrying value of the Company’s assets were adjusted to their liquidation value, which represented the estimated amount of cash that the Company expected to collect on disposal of assets as it carried out its liquidation activities under the Liquidation Plan. All properties have been sold except for the remaining interest in Worldwide Plaza. The actual timing of sale of our remaining interest in Worldwide Plaza has not yet been determined and is subject to future events and uncertainties. These estimates are subject to change based on the actual timing of the sale of the Company’s remaining property.

Liabilities are carried at their contractual amounts due as adjusted for the timing and other assumptions related to the liquidation process.

The Company accrues costs and revenues that it expects to incur and earn as it carries out its liquidation activities through the end of the projected liquidation period, which ends on September 30, 2023, to the extent it has a reasonable basis for estimation. Estimated costs expected to be incurred through the end of the liquidation period include corporate overhead costs associated with satisfying known and contingent liabilities and other costs associated with the winding down and dissolution of the Company. Revenues are based on current interest rate assumptions. These amounts are classified as a net liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets. Actual costs and revenues may differ from amounts reflected in the consolidated financial statements due to the inherent uncertainty in estimating future events. These differences may be material. See Note 4 for further discussion. Actual costs incurred but unpaid as of September 30, 2022 and December 31, 2021 are included in accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Net Assets.

Use of Estimates

Certain of the Company’s accounting estimates are particularly important for an understanding of the Company’s financial position and results of operations and require the application of significant judgment by management. As a result, these estimates are subject to a degree of uncertainty. Under liquidation accounting, the Company is required to estimate all costs and revenue it expects to incur and earn through the end of liquidation including the estimated amount of cash it expects to collect on the disposal of its assets and the estimated costs to dispose of its assets. All of the estimates and evaluations are susceptible to change and actual results could differ materially from the estimates and evaluations.

Revenue Recognition

Under the liquidation basis of accounting, the Company accrues all revenue that it expects to earn through the end of liquidation to the extent it has a reasonable basis for estimation. The Company has no revenues other than interest income. These amounts are classified within liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets.

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NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

Investment in Unconsolidated Joint Venture

The Company accounts for its investment in unconsolidated joint venture under the equity method of accounting because the Company exercises significant influence over but does not control the entity and is not considered to be the primary beneficiary.

The investment in unconsolidated joint venture is recorded at its liquidation value, or net realizable value, which is comprised of an estimate of the expected sale proceeds upon disposition plus the estimated net cash flow from the venture during the liquidation period. The Company evaluates the net realizable value of its unconsolidated joint venture at each reporting period. Any changes in net realizable value will be reflected as a change in the Company’s net assets in liquidation. At December 31, 2021, the liquidation value of the Company’s interest in WWP was based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information and assumptions regarding capital expenditures. The recent increases in interest rates, increases in other costs of financing, continued increases in construction costs, and other adverse macroeconomic conditions, including the continued impact that the

COVID-19

pandemic has had on the business office environment, have had a significant negative impact on the value of New York City commercial real estate. As a result of these factors, the liquidation value of the Company’s remaining investment in WWP as of September 30, 2022 is based on an indicative non-binding proposal received to purchase some or all of the Company’s interest in WWP and the Company’s share of Worldwide Plaza’s net assets.

Restricted Cash

At September 30, 2022 and December 31, 2021,

management has included in

restricted cash

$92.1 million. Of this sum,

$90.7 million

has

been

reserved

either

for potential

capital improvement

work at

Worldwide Plaza,

should the Company elect to contribute,

or to be paid as a liquidating distribution to unitholders. The remaining

$1.4 million

being held in escrow in connection with the sale of the Viceroy Hotel (the “Viceroy Escrow”). The Viceroy Escrow was established from proceeds of the sale of the Viceroy Hotel and was required to cover a potential seller’s obligation to fund any shortfalls to the New York Hotel Pension Fund should the purchaser of the property withdraw from the Pension Fund without fully funding the then outstanding shortfall due to the Pension Fund.

The Viceroy Escrow is set to expire in October 2023 and the funds will be used to satisfy the liabilities under the agreement or will be distributed to unitholders.

Recent Accounting Pronouncements

There are no new accounting pronouncements that are applicable or relevant to the Company under the liquidation basis of accounting.

Note 4

—

Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation

The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the plan of liquidation. The Company currently estimates that it will have costs in excess of estimated receipts during the liquidation. These amounts can vary significantly due to, among other things, the timing and estimates for operating expenses, interest earned on reserves and the costs associated with the winding down of operations. These costs are estimated and are anticipated to be paid out over the liquidation period.

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NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

At September 30, 2022 and December 31, 2021, the Company had accrued the following net expenses expected to be incurred during liquidation (in thousands):


	September 30, 2022			December 31, 2021
General and administrative expenses	$	(1,409	)	$	(2,384	)

Liability for estimated costs in excess of estimated receipts during liquidation	$	(1,409	)	$	(2,384	)

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NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

The change in the liability for estimated costs in excess of estimated receipts during liquidation for the nine months ended September 30, 2022 and 2021 are as follows (in thousands):


				Net Change		Remeasurement
				in Working		of Assets and
	January 1, 2022			Capital (1)		Liabilities			September 30, 2022
Liabilities:
General and administrative expenses	$	(2,384	)	$	1,491	$	(516	)	$	(1,409	)

Total liability for estimated costs in excess of estimated receipts during liquidation	$	(2,384	)	$	1,491	$	(516	)	$	(1,409	)


				Net Change		Remeasurement
				in Working		of Assets and
	January 1, 2021			Capital (1)		Liabilities			September 30, 2021
Liabilities:
General and administrative expenses	$	(2,342	)	$	1,910	$	(1,900	)	$	(2,332	)

Total liability for estimated costs in excess of estimated receipts during liquidation	$	(2,342	)	$	1,910	$	(1,900	)	$	(2,332	)

(1)	Represents changes in cash, restricted cash, accounts receivable, accounts payable and accrued expenses as a result of the Company’s operating activities for the nine months ended September 30, 2022 and 2021.

Note 5 — Net Assets in Liquidation

Net assets in liquidation decreased by

$191.9

million during the three months ended September 30, 2022, primarily due to a decrease of

$192.0

million in the estimated liquidation value of the Company’s investment in Worldwide Plaza and a

$0.5

million liquidating distribution to unitholders. The decrease was offset by a

$0.7

million net increase due to a remeasurement of estimated costs.

Net assets in liquidation decreased by

$202.0

million during the nine months ended September 30, 2022, primarily due to a decrease of

$196.1

million in the estimated liquidation value of the Company’s investment in Worldwide Plaza, liquidating distributions to unitholders of

$5.4

million and a

$0.5

million net decrease due to a remeasurement of estimated costs.

Net assets in liquidation increased by

$0.8

million during the three months ended September 30, 2021, primarily due to a net increase of

$3.5

million in the estimated liquidation value of the Company’s investment in Worldwide Plaza related to the estimated distributions to be received from working capital at the property and property operations. The increase was offset in part by a liquidating distribution to unitholders of

$2.2

million and a

$0.5

million net decrease due to a remeasurement of estimated costs.

Net assets in liquidation decreased by $3.6 million during the nine months ended September 30, 2021, primarily due to liquidating distributions to unitholders of $9.4 million and a $1.9 million net decrease due to a remeasurement of estimated costs. The decrease was offset in part by a net increase of $7.7 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza related to the estimated distributions to be received from working capital at the property and property operations.

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NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

The net assets in liquidation at September 30, 2022, presented on an undiscounted basis, includes Worldwide Plaza value based on an indicative non-binding proposal received to purchase some or all of our interest in WWP plus the Company’s respective share in WWP’s net assets.

There were 16,791,769 Units outstanding at September 30, 2022. The net assets in liquidation as of September 30, 2022, if sold at their net asset value, would result in liquidating distributions of approximately $7.22 per Unit. The net assets in liquidation as of September 30, 2022, of $121.2 million, if sold at their net asset value, plus the cumulative liquidating distribution paid to unitholders

prior to September 30, 2022

of $1.034 billion ($61.58 per Unit) would result in cumulative liquidating distributions to unitholders of $68.80 per Unit. There is inherent uncertainty with these projections, and they could change materially based on the timing of the sale of the Company’s remaining investment, the performance of the underlying asset and any changes in the underlying assumptions of the projected cash flows.

Note 6 — Investment in Unconsolidated Joint Venture

On October 30, 2013, the Predecessor purchased a 48.9% equity interest in Worldwide Plaza for a contract purchase price of $220.1 million, based on the property value at that time for Worldwide Plaza of $1.3 billion less $875.0 million of debt on the property.

On June 1, 2017, the Predecessor acquired an additional 49.9% equity interest on exercise of the Predecessor’s option to purchase pursuant to the Company’s rights under the joint venture agreement of Worldwide Plaza for a contract purchase price of $276.7 million, based on the option price of approximately $1.4 billion less $875.0 million of debt on the property. The Predecessor’s joint venture partner exercised its right to retain 1.2% of the aggregate membership interests in Worldwide Plaza. Following the exercise of the option, the Predecessor owned a total equity interest of 98.8% in Worldwide Plaza.

On October 18, 2017, the Predecessor sold a 48.7% interest in Worldwide Plaza to a joint venture managed by SL Green Realty Corp. and RXR Realty LLC based on an estimated underlying property value of $1.725 billion. In conjunction with the equity sale, there was a concurrent $1.2 billion refinancing of the existing Worldwide Plaza debt. The Predecessor received cash at closing of approximately $446.5 million from the sale and excess proceeds from the financing, net of closing costs which included $108.3 million of defeasance and prepayment costs. The new debt on Worldwide Plaza bears interest at a blended rate of approximately 3.98% per annum, requires monthly payments of interest only and matures in November 2027.

If by August 31, 2023, the space currently leased by Cravath, Swaine & Moore has not been sufficiently re-leased on terms that would generate sufficient cash flow to satisfy debt service requirements, the joint venture that owns Worldwide Plaza would be restricted from making distributions under the terms of its indebtedness.

The Company has set aside $90.7 million of the proceeds in a separate account to fund future capital improvements to Worldwide Plaza.

To the extent that these funds are not utilized for capital improvements, we expect that the remaining funds would be available for distribution to the Company’s unitholders.

Following the sale of its interest, the Company now holds a 50.1% interest in Worldwide Plaza. The Company has determined that this investment is an investment in a variable interest entity (“VIE”). The Company has determined that it is not the primary beneficiary of this VIE since the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. The Company accounts for this investment using the equity method of accounting.

The lease with one of the tenants at the Worldwide Plaza property contains a right of first offer in the event that Worldwide Plaza sells 100% of the property. The right requires Worldwide Plaza to offer the tenant the option to purchase 100% of the Worldwide Plaza property, at the price, and on other material terms, proposed by Worldwide Plaza to third parties. If, after a

45-day

period, that tenant does not accept the offer, Worldwide Plaza may then sell the property to a third party, provided that Worldwide Plaza will be required to

re-offer

the property to that tenant if it desires to sell the property for a purchase price (and other economic consideration) less than 92.5% of the initial purchase price contained in the offer to that tenant.

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NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

The following table lists the tenants whose annualized cash rent represented greater than 10% of total annualized cash rent for the nine months ended September 30, 2022 and 2021, including annualized cash rent related to the Company’s unconsolidated joint venture:


		September 30,
Property Portfolio	Tenant	2022			2021
Worldwide Plaza	Cravath, Swaine & Moore, LLP		50.5	%		47.2	%
Worldwide Plaza	Nomura Holdings America, Inc.		28.8	%		30.0	%

The termination, delinquency or

non-renewal

of any of the above tenants will have a material adverse effect on the Company’s operations. The lease with Cravath, Swaine & Moore expires in August 2024 and the tenant has informed Worldwide Plaza that they do not intend to enter into a new lease upon expiration of the existing lease and this non-renewal will have a material adverse effect on the Company’s operations.

The amounts reflected in the following tables are based on the going concern basis financial information of Worldwide Plaza. Under liquidation accounting, equity investments are carried at net realizable value.

The condensed balance sheets as of September 30, 2022 and December 31, 2021 for Worldwide Plaza are as follows:


	September 30,			December 31,
(In thousands)	2022			2021
Real estate assets, at cost	$	843,392		$	840,798
Less accumulated depreciation and amortization		(294,430	)		(281,011	)

Total real estate assets, net		548,962			559,787
Cash and cash equivalents		56,070			53,351
Other assets		119,106			122,921

Total assets	$	724,138		$	736,059

Debt	$	1,285,413		$	1,271,177
Other liabilities		191,009			181,005

Total liabilities		1,476,422			1,452,182
Deficit		(752,284	)		(716,123	)

Total liabilities and deficit	$	724,138		$	736,059

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NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

The condensed statements of operations for the three and nine months ended September 30, 2022 and 2021 for Worldwide Plaza are as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands)	2022			2021			2022			2021
Rental income	$	34,933		$	38,587		$	104,991		$	110,857
Operating expenses:
Operating expenses		17,046			16,035			49,711			48,688
Depreciation and amortization		5,243			6,880			15,626			23,497

Total operating expenses		22,289			22,915			65,337			72,185
Operating income		12,644			15,672			39,654			38,672
Interest expense		(20,368	)		(19,881	)		(60,456	)		(59,011	)

Net loss	$	(7,724	)	$	(4,209	)	$	(20,802	)	$	(20,339	)

Note 7 — Common Equity

The Company had 16,791,769 Units outstanding as of September 30, 2022 and December 31, 2021. The Company expects to make periodic liquidating distributions out of cash flow distributions received from Worldwide Plaza and proceeds from the ultimate sale of the Company’s interest in Worldwide Plaza, subject to satisfying its liabilities and obligations, in lieu of regular monthly dividends. Through September 30, 2022, the Company paid aggregate distributions equal to $61.58 per share/Unit.

Note 8 — Commitments and Contingencies

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no legal or regulatory proceedings pending or known to be contemplated against the Company from which the Company expects to incur a material loss.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company, through its joint venture, maintains environmental insurance for its property that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. The Company has not been notified by any governmental authority of any

non-compliance,

liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the consolidated results of operations.

Table of Contents

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

Note 9 — Related Party Transactions and Arrangements

Winthrop Advisor and its Affiliates

The activities of the Company are administered by the Winthrop Advisor pursuant to the terms of an advisory agreement, as amended, (the “Advisory Agreement”) between the Company and the Winthrop Advisor.

The Advisory Agreement is subject to automatic

one-month

renewal periods on the expiration of any renewal term, unless terminated by a majority of the Board of Managers or the Winthrop Advisor, upon written notice 45 days before the expiration of any renewal term and will automatically terminate at the effective time of the final disposition of the assets held by the Company. The Advisory Agreement may be terminated upon 15 days written notice by a majority of the Board of Managers if the Company’s chief executive officer resigns or is otherwise unavailable to serve as the Company’s chief executive officer for any reason and the Winthrop Advisor has not proposed a new chief executive officer acceptable to a majority of the Board of Managers.

From the Liquidation Date through July 31, 2020, the Company paid to the Winthrop Advisor a monthly fee of $100,000 and a supplemental fee of $50,000 per quarter (prorated for any partial quarter) for any period that the principal executive and financial officers of the Company are required to certify the financial and other information contained in the Company’s quarterly and annual reports pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. On October 30, 2020, the Advisory Agreement was amended to reduce the monthly fee payable to Winthrop Advisor to $83,000 effective August 1, 2020

with no change in the supplemental fee.

All other terms of the Advisory Agreement remained unchanged.

In connection with the adoption of liquidation accounting, the Company accrues costs it expects to incur through the end of liquidation. As of September 30, 2022 and December 31, 2021, the Company has accrued asset management fees totaling $0.7 million payable to the Winthrop Advisor representing management’s estimate of future asset management fees to final liquidation, provided there is no assurance that the contract will continue to be extended at the same terms, if at all. This amount is included in estimated costs in excess of estimated receipts during liquidation.

In connection with the payment of (i) any distributions of money or other property by the Company to its stockholders or unitholders during the term of the Advisory Agreement and (ii) any other amounts paid to the Company’s stockholders or unitholders on account of their shares of common stock or membership interests in the Company in connection with a merger or other change in control transaction pursuant to an agreement with the Company entered into after March 8, 2017 (such distributions and payments, the “Hurdle Payments”), in excess of $110.00 per share (the “Hurdle Amount”), when taken together with all other Hurdle Payments, the Company will pay an incentive fee to Winthrop Advisor in an amount equal to 10.0% of such excess (the “Incentive Fee”). The Hurdle Amount will be increased on an annualized basis by an amount equal to the product of (a) the Treasury Rate plus 200 basis points and (b) the Hurdle Amount minus all previous Hurdle Payments. Based on the current estimated undiscounted net assets in liquidation, the Winthrop Advisor would not be entitled to receive any such incentive fee.

The Company paid the Winthrop Advisor $0.3

million

for the three months and $0.9

million

for the nine months ended September 30, 2022 and 2021, respectively.

Note 10 — Economic Dependency

The Company has engaged Winthrop Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services, transaction management and investor relations.

As a result of these relationships, the Company is dependent upon Winthrop Advisor. In the event that Winthrop Advisor is unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

Table of Contents

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(unaudited)

Note 11 — Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form

10-Q

and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements

except as disclosed in Note 2

NEW YORK REIT LIQUIDATING LLC

September 30, 2022

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

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of New York REIT Liquidating LLC and the notes thereto. As used herein, the terms “Company,” “we,” “our” and “us” refer to New York REIT Liquidating LLC, a Delaware limited liability company, and, as required by context to New York REIT, Inc., a Maryland corporation (the “Predecessor”), to New York Recovery Operating Partnership LP, a Delaware Limited Partnership (the “OP”), and to their subsidiaries. We are externally managed by Winthrop REIT Advisors, LLC (the “Winthrop Advisor”). Capitalized terms used herein but not otherwise defined have the meaning ascribed to those terms in “Part I—Financial Information” included in the notes to consolidated financial statements and contained herein.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “estimates,” “expects,” “anticipates,” “intends,” “plans,” “should,” “would,” “will,” “may” or similar expressions in this Quarterly Report on Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, public health crises, such as the COVID-19 pandemic, as well as those set forth in our Annual Report on Form 10-K for the year ended December 31, 2021 under “Forward Looking Statements” and “Item 1A. Risk Factors,” as well as our other filings with the Securities and Exchange Commission. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on forward-looking statements, which are based on information, judgments and estimates at the time they are made, to anticipate future results or trends.

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our unaudited consolidated interim financial statements and notes thereto. These unaudited interim financial statements are prepared in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.

Overview

On August 22, 2016 the Predecessor’s Board of Directors (the “Board”) approved a plan of liquidation to sell in an orderly manner all or substantially all of our assets and the assets of the OP (the “Liquidation Plan”), subject to stockholder approval. The Liquidation Plan was approved at a special meeting of stockholders on January 3, 2017.

The Liquidation Plan provides for an orderly sale of our assets, payment of our liabilities and other obligations and the winding down of operations and the dissolution of the Company. We are no longer permitted to make any new investments except to make protective acquisitions or advances with respect to our existing assets. We are permitted to satisfy any existing contractual obligations and pay for required tenant improvements and capital expenditures at our real estate property owned by the joint venture in which we own an interest.

In order to comply with applicable tax laws, the Predecessor converted into a limited liability company known as New York REIT Liquidating LLC. The conversion to the Company was approved by the stockholders on September 7, 2018 and became effective on November 7, 2018. The Liquidation Plan enables us to sell our assets without further approval of the stockholders or unitholders and provides that liquidating distributions be made to the stockholders as determined by the Board, and following the conversion, to our unitholders as determined by the Board of Managers.

NEW YORK REIT LIQUIDATING LLC

September 30, 2022

In October 2018, the Predecessor announced the withdrawal of its common stock from listing on the NYSE in connection with the conversion. November 2, 2018 was the last day on which shares of its common stock were traded on the NYSE and our stock transfer books were closed as of 4:00 p.m. (Eastern Time) on such date. At the effective time of the conversion, each outstanding share of common stock of the Predecessor was converted into one unit of common membership interest in the Company (a “Unit”), and holders of shares of our common stock automatically received one Unit (which Unit was in book entry form) for each share of the Predecessor’s common stock held by such stockholder. Unlike shares of the Predecessor’s common stock, which, in addition to being listed on the NYSE, were freely transferable, Units are not listed for trading and generally are not transferable except by will, intestate succession or operation of law. Therefore, the holders of Units do not have the ability to realize any value from these interests except from distributions made by the Company, the timing of which will be solely in the discretion of the Board of Managers.

Additionally, during the period ended September 30, 2022, John Lee and Joseph Moinian representing two of the Company’s largest unitholders, served as observers to the Board of Managers in unpaid positions with no voting rights in connection with Board of Managers matters. On November 8, 2022, John Lee resigned from his position as an observer to the Board of Managers, effective immediately, in accordance with the terms of the previously disclosed Board Observer Agreement between himself and the Company. On November 13, 2022, Joseph Moinian resigned from his position as an observer to the Board of Managers, effective immediately, in accordance with the terms of the previously disclosed Board Observer Agreement between himself and the Company.

The Company is deemed to be the same entity as the Predecessor with the same assets and liabilities as the Predecessor on the date of conversion. In addition, the charter and bylaws of the Predecessor were replaced by the operating agreement of the Company. For tax purposes, the fair value of each Unit in the Company received by stockholders when the conversion became effective, which reflected the value of the remaining assets of the Company (net of liabilities), was $14.00 per Unit and was equal to the average of the high and low trading prices for shares of the Predecessor’s common stock on the last three days on which the shares were traded on the NYSE.

The business of the Company is the same as the business of the Predecessor immediately preceding the conversion, which, consistent with the Liquidation Plan, consists of the continued ownership of the Predecessor’s interest in Worldwide Plaza, the only remaining property-related asset. Under its operating agreement, the business and affairs of the Company will be managed by or under the direction of its Board of Managers, and the sole purpose is winding up the affairs of the Company and the liquidation of its remaining property-related asset. On March 14, 2022, pursuant to the terms of the operating agreement of the Company, the Board of Managers extended the term of the Company such that the Company will remain in existence until the earlier of (i) the distribution of all company assets pursuant to liquidation or (ii) December 31, 2023.

The dissolution process and the amount and timing of distributions to unitholders involve risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will be ultimately distributed to unitholders, and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets.

Liquidation Plan

As of the date of this Quarterly Report on Form 10-Q, all of our property related assets have been sold except our remaining interest in Worldwide Plaza. For purposes of liquidation accounting, our estimate of net assets in liquidation value assumes a sale of our interest in WWP based on an indicative non-binding proposal received to purchase some or all of our interest in WWP and our share of Worldwide Plaza’s net assets. The actual timing of sale has not yet been determined and is subject to future events and uncertainties. These estimates are subject to change based on the actual timing of the sale of our remaining interest in Worldwide Plaza and the actual cash distributions received from the property during our holding period. The net assets in liquidation of $121.2 million at September 30, 2022 are presented on an undiscounted basis.

NEW YORK REIT LIQUIDATING LLC

September 30, 2022

Net operating income at Worldwide Plaza has remained relatively steady throughout the COVID-19 pandemic. We will continue to monitor the market and adjust the net realizable value of the investment, if necessary, at each reporting period. The timing of the sale of the property, and the ultimate value we receive from the sale, are subject to change. The capital plan includes targeted capital improvements aimed at maintaining the institutional quality of the building and an appropriate allocation to allow for critical tenant lease renewals and rolls. In addition, capital will be available for management to focus on repositioning the property primarily as it relates to re-tenanting and modernizing the space currently occupied by Cravath Swaine & Moore if the Company elects to contribute to the repositioning. We have set aside approximately $90.7 million from the refinancing proceeds to cover an original estimate of our share of potential future leasing and capital costs at the property. To the extent all or a portion of the $90.7 million reserve is not used, the balance is to be distributed to unitholders. To date, all capital costs incurred at the property have been satisfied from operating cash flow of the property.

Management’s estimate, like any estimate or projection, is subject to various assumptions and uncertainties including the joint venture’s ability to execute on the business plan, tenants paying their rental obligations, the equity capital and financing markets and New York City market conditions generally. There is no assurance that the joint venture will be successful in taking these various actions and, if taken, that these actions will, in fact, result in any increase in the value of the property.

Current Activity

For the fiscal quarter ended September 30, 2022, there were no property sales.

Liquidity and Capital Resources

As of September 30, 2022, we had cash and cash equivalents of $8.2 million. Our total assets and undiscounted net assets in liquidation were $123.0 million and $121.2 million, respectively, at September 30, 2022.

Our principal demands for funds are to pay or fund operating expenses, capital expenditures and liquidating distributions to our unitholders. We believe that our current cash balance plus distributions we expect to receive from our investment in Worldwide Plaza will continue to provide adequate capital to fund our operating, administrative and other expenses incurred during liquidation. We currently estimate that our current cash balance is sufficient to cover approximately three years of net operating expenses at the Company. If by August 31, 2023, the space currently leased by Cravath, Swaine & Moore has not been sufficiently re-leased on terms that would generate sufficient cash flow to satisfy debt service requirements, the joint venture that owns Worldwide Plaza would be restricted from making distributions under the terms of its indebtedness. If cash flow distributions from Worldwide Plaza are suspended or lower than currently estimated, we will still be able to satisfy our current operating, administrative and other expenses; however, it is likely that liquidating distributions to our unitholders would be suspended or reduced accordingly.

Our principal sources and uses of funds are further described below.

Principal Sources of Funds

Cash Flows from Operating Activities

Our cash flows from operating activities are primarily dependent upon the occupancy level at Worldwide Plaza, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants at Worldwide Plaza and the level of operating and other costs, including general and administrative expenses and other expenses associated with carrying out our Liquidation Plan.

NEW YORK REIT LIQUIDATING LLC

September 30, 2022

Rent collections for retail and amenities tenants at Worldwide Plaza were not impacted by the COVID-19 pandemic during the nine months ended September 30, 2022 though they were impacted during the year ended December 31, 2021. It is uncertain as to the extent of the future impact of the COVID-19 pandemic, including its multiple variants and government mandated measures thereto on rent collections at the property for future quarters. During the nine months ended September 30, 2022 and the year ended December 31, 2021, the property collected 100% of the office rents that were due. WWP has forgiven approximately $494,000 of base rents for current retail and amenities tenants and has written off approximately $477,000 of base rents related to surrendered retail and amenities space. To date, the impact of the COVID-19 pandemic has not been material to the rent collection at Worldwide Plaza, however, it is not possible to estimate the future impact of the pandemic at this time.

Sales Proceeds

In connection with the Liquidation Plan, we plan to sell our remaining 50.1% interest in Worldwide Plaza.

Principal Use of Funds

Capital Expenditures

As of September 30, 2022, we owned a 50.1% interest in the joint venture that owns Worldwide Plaza. In connection with the leasing of the property, the joint venture entered into agreements with its tenants to provide allowances for tenant improvements. These allowances require the joint venture to fund capital expenditures up to amounts specified in the lease agreements. Our share of capital expenditures for the nine months ended September 30, 2022 was funded from property cash flow.

In October 2017 we set aside approximately $90.7 million from the proceeds of our sale of a 48.7% interest in Worldwide Plaza to cover estimated future leasing and capital improvement costs at the property. To the extent all or a portion of the $90.7 million reserve is not used, the balance is to be distributed to unitholders. To date, none of the $90.7 million has been utilized.

Liquidating Distributions

Until such time as we are able to dispose of our remaining asset, the actual amount and timing of, and record dates for, future liquidating distributions will be determined by our Board of Managers and will depend upon the timing and amount of cash flow distributions we receive from our Worldwide Plaza joint venture and the amounts deemed necessary by our Board of Managers to pay or provide for our liabilities and obligations. The timing and amount of our final liquidating distribution will be dependent on the timing and proceeds of the sale of our remaining interest in Worldwide Plaza. As the Company is treated as a partnership for federal and state income tax purposes, any such liquidating distributions on the Units will be deemed a return of capital.

Cash Flows

Our level of liquidity based upon cash and cash equivalents increased by approximately $0.7 million from $7.5 million at December 31, 2021 to $8.2 million at September 30, 2022.

The holders of shares of common stock of the Predecessor approved the Liquidation Plan on January 3, 2017, and we adopted the liquidation basis of accounting effective January 1, 2017. We did not make any acquisitions in new investments during 2021 or the first nine months of 2022, and, in accordance with the Liquidation Plan, no further acquisitions are expected.

Our primary sources of non-operating cash flow for the nine months ended September 30, 2022 include:

•

$7.6 million distributions in respect of our interest in Worldwide Plaza.

NEW YORK REIT LIQUIDATING LLC

September 30, 2022

Our primary uses of non-operating cash flow for the nine months ended September 30, 2022 include:

•

$5.4 million for liquidating distributions to unitholders.

Our primary sources of non-operating cash flow for the nine months ended September 30, 2021 include:

•

$11.0 million distributions in respect to our interest in Worldwide Plaza.

Our primary uses of non-operating cash flow for the nine months ended September 30, 2021 include:

•

$9.4 million for liquidating distributions to unitholders.

Contractual Obligations

We did not have any contractual debt or lease obligations as of September 30, 2022.

Comparability of Financial Data From Period to Period

Results of Operations

Our remaining asset continues to perform in a manner that is relatively consistent with prior reporting periods. We have experienced no significant changes in occupancy or rental rates at Worldwide Plaza.

Occupancy and Leasing

As of September 30, 2022, Worldwide Plaza was 90.6% leased, compared to 94.6% as of September 30, 2021. The decrease was due to Nomura Holdings America, Inc. exercising their termination rights effective December 31, 2021 for two floors. Additionally, a lease with another tenant expired in accordance with its terms. These spaces are actively being marketed for lease.

Changes in Net Assets in Liquidation

Net assets in liquidation decreased by $191.9 million during the three months ended September 30, 2022, primarily due to a decrease of $192.0 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza and a $0.5 million liquidating distribution to unitholders. The decrease was offset by a $0.7 million net increase due to a remeasurement of estimated costs.

Net assets in liquidation decreased by $202.0 million during the nine months ended September 30, 2022, primarily due to a decrease of $196.1 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza, liquidating distributions to unitholders of $5.4 million and a $0.5 million net decrease due to a remeasurement of estimated costs.

Net assets in liquidation increased by $0.8 million during the three months ended September 30, 2021, primarily due to a net increase of $3.5 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza related to the estimated distributions to be received from working capital at the property and property operations. The increase was offset in part by a liquidating distribution to unitholders of $2.2 million and a $0.5 million net decrease due to a remeasurement of estimated costs.

NEW YORK REIT LIQUIDATING LLC

September 30, 2022

The net assets in liquidation at September 30, 2022, which are presented on an undiscounted basis, includes Worldwide Plaza valued based on an indicative non-binding proposal received to purchase some or all of our interest in WWP plus the Company’s respective share of WWP’s net assets, resulting in estimated future liquidating distributions of approximately $7.22 per Unit. This estimate of liquidating distributions includes projections of costs and expenses to be incurred during the next 12 months and costs to dispose of the Company’s remaining investment in WWP. Any change in the future market value of Worldwide Plaza, if any, will be evaluated at each reporting period and will be reflected in the Statement of Net Assets in liquidation at such times. Management’s estimate, like any estimate or projection, is subject to various assumptions and uncertainties including the joint venture’s ability to execute on the business plan, tenants paying their rental obligations, the equity capital and financing markets and New York City market conditions generally.

Our unaudited financial statements included in this Quarterly Report on Form 10-Q are prepared on the liquidation basis of accounting and accordingly include an estimate of the liquidation value of our assets and other estimates, including estimates of anticipated cash flow, timing of asset sales and liquidation expenses. These estimates update estimates that we have previously provided. These estimates are based on multiple assumptions, some of which may prove to be incorrect, and the actual amount of liquidating distributions we pay to you may be more or less than these estimates. We cannot assure you of the actual amount or timing of liquidating distributions you will receive pursuant to the Liquidation Plan.

Tax Status

We are taxed as a partnership for federal and state income tax purposes. Accordingly, no provision or benefit for income taxes is made in the consolidated financial statements. All distributions from the Company will be considered a return of capital for tax purposes. Unitholders will receive a Schedule K-1 from the Company annually reflecting their allocable share of the Company’s income, loss, gains and deductions.

Inflation

Many of Worldwide Plaza’s leases contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions.

Off-Balance Sheet Arrangements

We have no off-balance-sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Significant Accounting Estimates and Critical Accounting Policies

Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our consolidated financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. Subsequent to the adoption of the Liquidation Plan, we are required to estimate all costs and income we expect to incur and earn through the end of liquidation including the estimated amount of cash we expect to collect on the disposal of our assets and the estimated costs to dispose of our assets.

Investment in Unconsolidated Joint Venture

We account for our investment in unconsolidated joint venture under the equity method of accounting because we exercise significant influence over, but do not control the entity and are not considered to be the primary beneficiary. Under liquidation accounting, the investment in unconsolidated joint venture is recorded at its net realizable value. We evaluate the net realizable value of our unconsolidated joint venture at each reporting period.

NEW YORK REIT LIQUIDATING LLC

September 30, 2022

Any changes in net realizable value will be reflected as a change in our net assets in liquidation. The liquidation value of our remaining investment in Worldwide Plaza as of September 30, 2022 is based on an indicative non-binding proposal received to purchase some or all of the Company’s interest in WWP and the Company’s share of Worldwide Plaza’s net assets.

Recent Accounting Pronouncement

There are no new accounting pronouncements that are applicable or relevant to the Company under the liquidation basis of accounting.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2022, we had $601.2 million of unconsolidated mortgage debt reflecting our pro rata share of Worldwide Plaza’s total mortgage debt of $1.2 billion. This debt consisted of fixed-rate secured mortgage notes payable. Changes in market interest rates have no impact on interest due on the notes.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.

As of September 30, 2022 an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of September 30, 2022.

Other Matters

There have been no changes in our internal control over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

NEW YORK REIT LIQUIDATING LLC

September 30, 2022

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

The information related to litigation and regulatory matters contained in Note 8—Commitments and Contingencies of our notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q is incorporated by reference into this Item 1. Except as set forth therein, as of the end of the period covered by this Quarterly Report on Form 10-Q, we are not a party to, and none of our properties are subject to, any material pending legal proceedings.

Item 1A. Risk Factors.

There have been no material changes to the risk factors previously disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

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

Not applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Not applicable.

Item 5. Other Information.

Resignation of Howard Goldberg from the Board of Managers

On November 7, 2022, Howard Goldberg resigned from the Board of Managers (the “Board”) of New York REIT Liquidating LLC (the “Company”), effective November 7, 2022, pursuant to the terms of the Limited Liability Company Agreement of the Company. Mr. Goldberg did not resign as a result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Appointment of Michael L. Ashner to the Board of Managers

On November 9, 2022, Michael L. Ashner was appointed as a manager to the Board of the Company. Mr. Ashner was appointed on the recommendation of WW Investors (as defined below), pursuant to the terns of the previously disclosed Manager Designation Agreement, dated as of June 30, 2020 (the “Manager Designation Agreement”), by and among the Company and WW Investors LLC, Michael L. Ashner and Steven Witkoff (collectively, “WW Investors”). Mr. Ashner is the manager and a member of WW Investors LLC. A copy of the Manager Designation Agreement has been filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2022.

Mr. Ashner, 70, currently serves as the Chief Executive Officer of Winthrop Capital Advisors, LLC, First Winthrop Corp. and Winthrop Realty Partners L.P., a group of affiliated companies that own, operate and provide asset management services to real estate related assets, He formerly served as a trustee of Winthrop Realty Liquidating Trust, the liquidating trust established to liquidate the remaining assets of Winthrop Realty Trust, a New York Stock Exchange (“NYSE”) listed real estate investment trust. Winthrop Capital Advisors, LLC and its affiliated entities are affiliates of Winthrop REIT Advisors, LLC (the “Winthrop Advisor”). The Winthrop Advisor currently administers the activities of the Company pursuant to the terms of an advisory agreement (as amended, the “Advisory Agreement”) between the Company and the Winthrop Advisor. In accordance with the terms of the Advisory Agreement, the Company pays the Winthrop Advisor two monthly fees aggregating $100,000 (prorated for any partial month). For the 21-month period commencing at the beginning of the Company’s last fiscal year through September 30, 2022, the Company has paid the Winthrop Advisor $2.1 million. Copies of the Advisory Agreement and all amendments thereto have been filed as Exhibits 10.1, 10.5, 10.6 and 10.15 to the Company’s 2021 Form 10-K.

In addition to the above, Mr. Ashner also currently serves as the Chief Executive Officer of First Winthrop Corporation, a real estate investment and management company, a position he has held since 1996. From December 31, 2003 to December 31, 2016, he also served as Chief Executive Officer and Chairman (from April 2004) of Winthrop Realty Trust. Mr. Ashner also served as the Executive Chairman and a Trustee of Lexington Realty Trust (“Lexington”), a NYSE listed real estate investment trust, from December 31, 2006 (when Newkirk Realty Trust, Inc. (“Newkirk”) was merged into Lexington) to March 20, 2008. Prior to the merger between Lexington and Newkirk, he also served as a director and the Chairman and Chief Executive Officer of Newkirk. From August 2002 until their liquidation in 2004, Mr. Ashner served as a director and Chief Executive Officer of Shelbourne Properties I, Inc., Shelbourne Properties II, Inc. and Shelbourne Properties III, Inc. (collectively, the “Shelbourne Entities”), three real estate investment trusts. From 2019 to 2021, he served as a director of CBL Associates & Properties, Inc. Mr. Ashner is a Trustee of the Northwell Hospital System, American Friends of Beit Ruth and a past trustee of the National World War II Museum of New Orleans. He is a graduate of Cornell University and the University of Miami School of Law.

Mr. Ashner’s compensation for service as a non-employee manager will be consistent with that of the Company’s other non-employee managers. The non-employee manager compensation program is described under the caption “Item 11. Executive Compensation – Compensation of Managers” in the Company’s 2021 Form 10-K. Additionally, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Ashner in the same form as the indemnification agreements the Company has entered into with its other managers. Mr. Ashner will be indemnified by the Company for certain liabilities and will be advanced certain expenses that have been incurred as a result of action brought, or threatened to be brought, against him as a manager as a result of his service, subject to the limitations set forth in the Indemnification Agreement.

Resignation of John L. Lee as Board Observer

On November 8, 2022, John J. Lee resigned from his position as a Board observer, effective November 8, 2022, in accordance with the terms of the previously disclosed Board Observer Agreement, dated as of October 4, 2021, by and between Mr. Lee and the Company.

Resignation of Joseph Moinian as Board Observer

On November 13, 2022, Joseph Moinian resigned from his position as a Board observer, effective November 13, 2022, in accordance with the terms of the previously disclosed Board Observer Agreement, dated as of June 30, 2022, by and between Mr. Moinian and the Company.

Item 6. Exhibits.

The exhibits listed on the Exhibit Index are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (and are numbered in accordance with Item 601 of Regulation S-K).


Exhibit No.		Description

31.1*		Certification of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

.101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within Inline XBRL document)

*	Filed herewith

NEW YORK REIT LIQUIDATING LLC

September 30, 2022

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


NEW YORK REIT LIQUIDATING LLC

By:		/s/ John Garilli
		John Garilli
		Chief Executive Officer, President, Chief Financial Officer,
		Treasurer and Secretary (Principal Executive Officer,
		Principal Financial Officer and Principal Accounting Officer)

Date: November 14, 2022

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. sophomore Avg

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company