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

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

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

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

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

				Page
PART I – FINANCIAL INFORMATION
Item 1.		Financial Statements (unaudited)
		Consolidated Statements of Net Assets (Liquidation Basis) as of June 30, 2022 and December 31, 2021			3
		Consolidated Statements of Changes in Net Assets (Liquidation Basis) for the Three and Six Months Ended June 30, 2022 and June 30, 2021			4
		Notes to Consolidated Financial Statements			5
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			22
Item 4.		Controls and Procedures			22
PART II – OTHER INFORMATION
Item 1.		Legal Proceedings			23
Item 1A.		Risk Factors			23
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.			23
Item 3.		Defaults Upon Senior Securities			23
Item 4.		Mine Safety Disclosures			23
Item 5.		Other Information			23
Item 6.		Exhibits			23
Signatures					25

		June 30, 2022				December 31, 2021
Assets
Investment in unconsolidated joint venture		$	215,584			$	226,175
Cash and cash equivalents			8,159				7,535
Restricted cash held in escrow			92,141				92,127
Total Assets			315,884				325,837
Liabilities
Liability for estimated costs in excess of estimated receipts during liquidation			2,457				2,384
Accounts payable, accrued expenses and other liabilities			410				342
Total Liabilities			2,867				2,726
Commitments and Contingencies
Net assets in liquidation		$	313,017			$	323,111

		Three Months Ended								Six Months Ended
		June 30, 202 2				June 30, 202 1				June 30, 202 2				June 30, 202 1
Net assets in liquidation, beginning of period		$	316,127			$	325,737			$	323,111			$	327,390
Changes in net assets in liquidation:
Changes in liquidation value of investment in unconsolidated joint venture			(870	)			2,053				(4,042	)			4,134
Remeasurement of assets and liabilities			(561	)			(666	)			(1,182	)			(1,378	)
Net changes in liquidation value			(1,431	)			1,387				(5,224	)			2,756
Liquidating distributions to unitholders			(1,679	)			(4,198	)			(4,870	)			(7,220	)
Changes in net assets in liquidation			(3,110	)			(2,811	)			(10,094	)			(4,464	)
Net assets in liquidation, end of period		$	313,017			$	322,926			$	313,017			$	322,926

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 June 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 to be utilized for improvements at the property owned by WWP. The property consisted of office space, retail space and a garage representing 88%, 5% and 7%, respectively, of rentable square feet as of June 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. The Board of Managers is currently comprised of three members: Randolph C. Read, Craig T. Bouchard and Howard Goldberg. John Lee and Joseph Moinian representing two of the Company’s largest unitholders, serve as observers to the Board of Managers in unpaid positions with no voting rights in connection with Board of Managers matters.

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.

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

COVID-19

pandemic during the six months ended June 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 protective measures thereto on rent collections at the property for future quarters. During the

six months ended June 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 Company, 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. For purposes of liquidation accounting, the Company’s estimate of net assets in liquidation assumes a sale of Worldwide Plaza at June 30, 2023. 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 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 June 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 June 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.

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. The liquidation value of the Company’s remaining investment in Worldwide Plaza as of June 30, 2022 and December 31, 2021 is based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information and assumptions regarding capital expenditures.

Restricted Cash

At June 30, 2022 and December 31, 2021, restricted cash primarily consists of the $90.7 million capital improvement reserve for Worldwide Plaza and $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.

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.

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

 

		June 30, 2022				December 31, 2021
General and administrative expenses		$	(2,457	)		$	(2,384	)
Liability for estimated costs in excess of estimated receipts during liquidation		$	(2,457	)		$	(2,384	)

 

8

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

 

 

		January 1, 2022				Net Change in Working Capital (1)				Remeasurement of Assets and Liabilities				June 30, 2022
Liabilities:
General and administrative expenses		$	(2,384	)		$	1,109			$	(1,182	)		$	(2,457	)
Total liability for estimated costs in excess of estimated receipts during liquidation		$	(2,384	)		$	1,109			$	(1,182	)		$	(2,457	)

 

		January 1, 2021				Net Change in Working Capital (1)				Remeasurement of Assets and Liabilities				June 30, 2021
Liabilities:
General and administrative expenses		$	(2,342	)		$	1,357			$	(1,378	)		$	(2,363	)
Total liability for estimated costs in excess of estimated receipts during liquidation		$	(2,342	)		$	1,357			$	(1,378	)		$	(2,363	)

 

(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 six months ended June 30, 2022 and 2021.

Note 5 – Net Assets in Liquidation

Net assets in liquidation decreased by $3.1 million during the three months ended June 30, 2022, primarily due to a $1.7 million liquidating distribution to unitholders, a net decrease of $0.9 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 and a $0.5 million net decrease due to a remeasurement of estimated costs.

Net assets in liquidation decreased by $10.1 million during the six months ended June 30, 202

2

,

primarily due to liquidating

distributions

to unitholders of $4.9 million

,

a $4.0 

million net decrease in the estimated liquidation value of the Company’s investment in Worldwide Plaza related to the estimated distributions to be received from working capital and property operations and a $1.2 million net decrease due to a remeasurement of estimated costs. 

Net assets in liquidation decreased by $2.8 million during the three months ended June 30, 202

1

,

 

primarily due to a liquidating distribution to unitholders of $4.2 million and a $0.7 million net decrease due to a remeasurement of estimated costs. The decrease was offset in part by a net increase of $2.1 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.

Net assets in liquidation decreased by $4.5 million during the six months ended June 30, 2021, primarily due to liquidating distributions to unitholders of $7.2 million and a $1.4 million net decrease due to a remeasurement of estimated costs. The decrease was offset in part by a net increase of $4.1 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 net assets in liquidation at June 30, 2022, presented on an undiscounted basis, include the Company’s proportionate share in Worldwide Plaza’s net assets which include a property value of $1.65 billion based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information and assumptions regarding capital expenditures.

There were 16,791,769 Units outstanding at June 30, 2022. The net assets in liquidation as of June 30, 2022, if sold at their net asset value, would result in liquidating distributions of approximately $18.64 

per Unit.

 

On August 3, 2022, the Board of Managers declared a cash liquidating distribution of $0.03 per Unit payable on August 22, 2022 to unitholders of record on August 15, 2022, reducing the estimate of future liquidating distributions to $18.61 per Unit.

The net assets in liquidation as of June 30, 2022, of $313.0 million, if sold at their net asset value, plus the cumulative liquidating distribution paid to unitholders of $1.034 billion ($61.55 per Unit) prior to June 30, 2022 would result in cumulative liquidating distributions to unitholders of $80.19 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.

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

 

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

 

 

				June 30,
Property Portfolio		Tenant		2022				2021
Worldwide Plaza		Cravath, Swaine & Moore, LLP			50.4	%			47.4	%
Worldwide Plaza		Nomura Holdings America, Inc.			28.8	%			30.0	%

The termination, delinquency or

non-renewal

of any of the above tenants may 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.

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 June 30, 2022 and December 31, 2021 for Worldwide Plaza are as follows:

 

(In thousands)		June 30 , 2022				December 31, 2021
Real estate assets, at cost		$	842,126			$	840,798
Less accumulated depreciation and amortization			(289,948	)			(281,011	)
Total real estate assets, net			552,178				559,787
Cash and cash equivalents			39,792				53,351
Other assets			131,202				122,921
Total assets		$	723,172			$	736,059
Debt		$	1,280,621			$	1,271,177
Other liabilities			185,068				181,005
Total liabilities			1,465,689				1,452,182
Deficit			(742,517	)			(716,123	)
Total liabilities and deficit		$	723,172			$	736,059

 

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

 

		Three Months Ended								Six Months Ended
(In thousands)		June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
Rental income		$	34,551			$	36,923			$	70,058			$	72,270
Operating expenses:
Operating expenses			16,440				16,161				32,665				32,653
Depreciation and amortization			5,194				6,358				10,383				16,617
Total operating expenses			21,634				22,519				43,048				49,270
Operating income			12,917				14,404				27,010				23,000
Interest expense			(20,152	)			(19,670	)			(40,088	)			(39,130	)
Net loss		$	(7,235	)		$	(5,266	)		$	(13,078	)		$	(16,130	)

Note 7 — Common Equity

The Company had 16,791,769 Units outstanding as of June 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 June 30, 2022, the Company paid aggregate distributions equal to $61.55 per share/Unit.

 

On August 3, 2022, the Company declared a cash liquidating distribution of $0.03 per Unit payable to unitholders of record as of August 15, 2022. There can be no assurance as to the actual amount or timing of future liquidating distributions unitholders will receive.

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.

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. 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 June 30, 2022 and December 31, 2021, the Company has accrued asset management fees totaling $1.2 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 $300,000 for the three months and $600,000 for the six months ended June 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.

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.

Certain statements contaned 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 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 pandemic, as well as those set forth in our Annual Report on Form 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.

As of the date of this Quarterly Report on Form 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 Worldwide Plaza at June 30, 2023 based on a value of $1.65 billion. 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 $313.0 million at June 30, 2022 are presented on an undiscounted basis. Our current estimate of the liquidation value of investment in unconsolidated joint venture includes Worldwide Plaza at $1.65 billion which is based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information and assumptions regarding capital expenditures. Net operating income at Worldwide Plaza has remained relatively steady throughout the 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 and modernizing the space currently occupied by Cravath Swaine & Moore. We have set aside approximately $90.7 million from the refinancing proceeds to cover an estimate of our share of potential future leasing and capital costs at the property. To the extent the full $90.7 million reserve is not used, the balance is expected to be available for distribution to unitholders. Our joint venture partners have committed to contribute their share of the budgeted capital investment. To date, all capital costs incurred at the property have been satisfied from operating cash flow of the property.

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 flow 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, all or substantially all the space currently leased by Cravath, Swaine & Moore has not been on specified terms, 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 as a result of the economic conditions caused by the pandemic and government protective measures, 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.

Rent collections for retail and amenities tenants at Worldwide Plaza were not impacted by the pandemic during the six months ended June 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 pandemic, including its multiple variants and government protective measures thereto on rent collections at the property for future quarters. During the six months ended June 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 pandemic has not been material to the Company, however, it is not possible to estimate the future impact of the pandemic at this time.

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. Our joint venture partners have committed to contribute their share of the budgeted capital investment. To date, none of the $90.7 million has been utilized.

Our primary sources of cash flow for the six months ended June 30, 2022 include:

Our primary uses of cash flow for the six months ended June 30, 2022 include:

Our primary sources of cash flow for the six months ended June 30, 2021 include:

Our primary uses of cash flow for the six months ended June 30, 2021 include:

Our unaudited financial statements included in this Quarterly Report on Form 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.

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 from the Company annually reflecting their allocable share of the Company’s income, loss, gains and deductions.

We have no 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.

As of June 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 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 June 30, 2022.

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 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 we are not a party to, and none of our properties are subject to, any material pending legal proceedings.

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

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

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form for the quarter ended June 30, 2022 (and are numbered in accordance with Item 601 of Regulation

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)