10-Q

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 June 30, 2020

or

☐ 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, 9th Floor, 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ☐    No  ☒

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):

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

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 August 1, 2020, 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 June 30, 2020 and December 31, 2019		3
	Consolidated Statements of Changes in Net Assets (Liquidation Basis) for the Three and Six Months Ended June 30, 2020 and June 30, 2019		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		21
Item 4.	Controls and Procedures		21
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		22
Item 1A.	Risk Factors		22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		22
Item 3.	Defaults Upon Senior Securities		22
Item 4.	Mine Safety Disclosures		22
Item 5.	Other Information		22
Item 6.	Exhibits		22
Signatures			24

NEW YORK REIT LIQUIDATING LLC

FORM 10-Q JUNE 30, 2020

CONSOLIDATED STATEMENTS OF NET ASSETS

(Liquidation Basis)

(Unaudited, in thousands)

	June 30, 2020		December 31, 2019
Assets
Investment in unconsolidated joint venture	$	267,292	$	265,516
Cash and cash equivalents		10,144		7,650
Restricted cash held in escrow		92,182		92,302
Accounts receivable		60		60
Total Assets		369,678		365,528
Liabilities
Liability for estimated costs in excess of estimated receipts during liquidation		2,376		2,348
Accounts payable, accrued expenses and other liabilities		452		389
Total Liabilities		2,828		2,737
Commitments and Contingencies
Net assets in liquidation	$	366,850	$	362,791

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

3

NEW YORK REIT LIQUIDATING LLC

FORM 10-Q JUNE 30, 2020

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Liquidation Basis)

(Unaudited, in thousands)

	Three Months Ended						Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Net assets in liquidation, beginning of period	$	365,725		$	360,765		$	362,791		$	372,556
Changes in net assets in liquidation:
Changes in liquidation value of investment in unconsolidated joint venture		3,382			1,699			8,956			2,447
Remeasurement of assets and liabilities		(578	)		(201	)		(1,539	)		(817	)
Net changes in liquidation value		2,804			1,498			7,417			1,630
Liquidating distributions to unitholders		(1,679	)		(1,679	)		(3,358	)		(13,602	)
Changes in net assets in liquidation		1,125			(181	)		4,059			(11,972	)
Net assets in liquidation, end of period	$	366,850		$	360,584		$	366,850		$	360,584

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

4

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(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.

Substantially all of the Predecessor’s business was conducted through its operating partnership, New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”).

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 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, 2020, 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 97.3%, and a $90.7 million cash reserve to be utilized for improvements at the property owned by WWP. The property consists of office space, retail space and a garage representing 88%, 5% and 7%, respectively, of rentable square feet as of June 30, 2020.

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. 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 (See Note 6).

5

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020

(unaudited)

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 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 (“Common Shares”) from listing on the NYSE in connection with the conversion. November 2, 2018 was the last day Common Shares 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 Common Share was converted into one unit of common membership interest in the LLC (a “Unit”), and holders of Common Shares automatically received one Unit (which Unit was in book entry form) for each Common Share held by such stockholder. Holders of Units should note that unlike Common Shares, 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 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. On October 26, 2018, the Board designated Randolph C. Read, P. Sue Perrotty, Craig T. Bouchard, Howard Goldberg and Joe C. McKinney, representing all the previous members of the Board, to serve as the initial members of the Board of Managers. On June 29, 2020, Joe C. McKinney and P. Sue Perrotty each resigned from the Board, effective July 29, 2020. Additionally, Joseph Moinian, the Company’s largest unitholder, has been added as an Observer to the Company’s Board of Managers effective June 30, 2020 in an unpaid position with no voting rights in connection with Board matters.

The Company is deemed to be the same entity as the Predecessor with the same assets and liabilities as the Predecessor. 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 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 asset. The Company will remain in existence until the earlier of (i) the distribution of all its assets pursuant to liquidation or (ii) November 7, 2022 which is four years from the effective time of the conversion. The term may be extended to such later date as the Board of Managers determines is reasonably necessary to fulfill the purposes of the Company.

The dissolution process and the amount and timing of future distributions to unitholders involves 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.

6

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(unaudited)

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.

The outbreak of the novel coronavirus (“COVID-19”) pandemic across many countries, including the United States, and government protective measures in response to the pandemic, have significantly slowed global economic activity and have caused significant volatility in financial markets. During the second quarter of 2020, WWP received rent relief requests from some of its retail and amenities tenants at the Worldwide Plaza property as a result of COVID-19. During the three months ended June 30, 2020, the property collected 100% of the office rents that were due. Approximately $786,000 of rents due from the retail and amenities tenants of the property, which represents approximately 2.5% of total rents due at the property for the three months ended June 30, 2020, has not been paid as those tenants are seeking rent concessions for the time period during which they were required to be closed as a result of the COVID-19 pandemic. Management of WWP is evaluating each request on a tenant by tenant basis. Not all tenant relief requests will result in the granting of relief and it is anticipated that a majority of any relief granted will be in the form of a deferral and not forgiveness. WWP does not plan to forgo any of its contractual rights under its lease agreements in connection with any relief requests. As of the date of this filing, WWP has granted concessions of less than $50,000 in the aggregate. To date, the impact of COVID-19 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, 2021. 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, 2021, 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, 2020 and December 31, 2019 are included in accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Net Assets.

As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income (Loss), a Consolidated Statement of Changes in Equity or a Consolidated Statement of Cash Flows.

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. 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.

7

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(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. The liquidation value of the Company’s remaining investment in Worldwide Plaza as of June 30, 2020 and December 31, 2019 is based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information.

Restricted Cash

At June 30, 2020 and December 31, 2019, 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, 2020 and December 31, 2019, the Company had accrued the following net expenses expected to be incurred during liquidation (in thousands):

	June 30, 2020			December 31, 2019
General and administrative expenses	$	(2,376	)	$	(2,348	)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(2,376	)	$	(2,348	)

8

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(unaudited)

The change in the liability for estimated costs in excess of estimated receipts during liquidation for the six months ended June 30, 2020 and 2019 are as follows (in thousands):

	January 1, 2020			Net Change in Working Capital (1)		Remeasurement of Assets and Liabilities			June 30, 2020
Liabilities:
General and administrative expenses	$	(2,348	)	$	1,511	$	(1,539	)	$	(2,376	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(2,348	)	$	1,511	$	(1,539	)	$	(2,376	)
	January 1, 2019			Net Change in Working Capital (1)		Remeasurement of Assets and Liabilities			June 30, 2019
Liabilities:
General and administrative expenses		(3,208	)		1,300		(817	)		(2,725	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(3,208	)	$	1,300	$	(817	)	$	(2,725	)

(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 three months ended June 30, 2020 and 2019.

Note 5 – Net Assets in Liquidation

Net assets in liquidation increased by $1.1 million during the three months ended June 30, 2020, primarily due to a net increase of $3.4 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 by a liquidating distribution to unitholders of $1.7 million and a $0.6 million decrease due to a remeasurement of estimated costs.

Net assets in liquidation increased by $4.1 million during the six months ended June 30, 2020, primarily due to a net increase of $9.0 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 by liquidating distributions to unitholders of $3.4 million and a $1.5 million decrease due to a remeasurement of estimated costs.

Net assets in liquidation decreased by $0.2 million during the three months ended June 30, 2019, primarily due to a liquidating distribution to unitholders of $1.7 million and a $0.2 million decrease due to a remeasurement of estimated costs. The decrease in net assets was offset by an increase of $1.7 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza related to the estimated distributions from working capital and property operations.

Net assets in liquidation decreased by $12.0 million during the six months ended June 30, 2019, primarily due to liquidating distributions to unitholders of $13.6 million and a $0.8 million decrease due to a remeasurement of estimated costs. The decrease in net assets was offset by an increase of $2.4 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza related to the estimated distributions from working capital and property operations.

The net assets in liquidation at June 30, 2020, presented on an undiscounted basis include the Company’s proportionate share in Worldwide Plaza’s net assets which include a property value at $1.725 billion based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information.

9

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(unaudited)

There were 16,791,769 Units outstanding at June 30, 2020. The net assets in liquidation as of June 30, 2020, if sold at their net asset value, would result in liquidating distributions of approximately $21.85 per Unit. On August 7, 2020, the Board of Managers declared a cash liquidating distribution of $0.25 per Unit payable on August 19, 2020 to unitholders of record on August 12, 2020, reducing the estimate of future liquidating distributions to $21.60 per Unit. The net assets in liquidation as of June 30, 2020 of $366.9 million, if sold at their net asset value, plus the cumulative liquidating distribution to unitholders of $1.008 billion ($60.01 per Unit) prior to June 30, 2020 would result in cumulative liquidating distributions to unitholders of $81.86 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 million of debt on the property.

On June 1, 2017, the Predecessor acquired an additional 49.9% equity interest in Worldwide Plaza on exercise of the Predecessor’s option to purchase for a contract purchase price of $276.7 million, based on the option price of the property 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 Company 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, 2020 and 2019, including annualized cash rent related to the Company’s unconsolidated joint venture:

		June 30,
Property Portfolio	Tenant	2020			2019
Worldwide Plaza	Cravath, Swaine & Moore, LLP		48.4	%		46.4	%
Worldwide Plaza	Nomura Holdings America, Inc.		30.7	%		32.6	%

10

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(unaudited)

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, LLP 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 financial information of Worldwide Plaza. Under liquidation accounting, equity investments are carried at net realizable value.

The condensed balance sheets as of June 30, 2020 and December 31, 2019 for Worldwide Plaza are as follows:

(In thousands)	June 30, 2020			December 31, 2019
Real estate assets, at cost	$	832,714		$	829,168
Less accumulated depreciation and amortization		(247,731	)		(239,120	)
Total real estate assets, net		584,983			590,048
Cash and cash equivalents		41,381			45,477
Other assets		147,769			151,445
Total assets	$	774,133		$	786,970
Debt	$	1,246,383		$	1,238,794
Other liabilities		158,773			153,331
Total liabilities		1,405,156			1,392,125
Deficit		(631,023	)		(605,155	)
Total liabilities and deficit	$	774,133		$	786,970

11

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(unaudited)

The condensed statements of operations for the three and six months ended June 30, 2020 and 2019 for Worldwide Plaza are as follows:

	Three Months Ended						Six Months Ended
(In thousands)	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Rental income	$	33,660		$	35,241		$	69,103		$	71,118
Operating expenses:
Operating expenses		14,626			15,794			31,682			31,172
Depreciation and amortization		5,050			7,594			10,098			15,137
Total operating expenses		19,676			23,388			41,780			46,309
Operating income		13,984			11,853			27,323			24,809
Interest expense		(19,221	)		(18,768	)		(38,418	)		(37,364	)
Net loss	$	(5,237	)	$	(6,915	)	$	(11,095	)	$	(12,555	)

Note 7 — Common Stock

The Company had 16,791,769 Units outstanding as of June 30, 2020 and December 31, 2019. 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. On May 19, 2020, the Company paid a cash liquidating distribution of $0.10 per Unit. Through June 30, 2020, the Company paid aggregate liquidating distributions equal to $60.01 per share/unit. On August 7, 2020, the Company declared a cash liquidating distribution of $0.25 per Unit payable on August 19, 2020 to unitholders of record as of August 12, 2020. 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 properties 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.

12

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(unaudited)

Note 9 — Related Party Transactions and Arrangements

Winthrop Advisor and its Affiliates

The activities of the Liquidating LLC 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 original term of the Advisory Agreement ended on November 7, 2018, the effective date of the conversion of the Company to a liquidating entity (the “Liquidation Date”). Since no notice of termination of the Advisory Agreement was received by either party, the Advisory Agreement automatically renewed for a one-month period and will continue to automatically renew for additional one-month terms unless otherwise terminated as described below. 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. On July 12, 2018, the Company’s independent directors voted unanimously to appoint John Garilli as Chief Executive Officer upon the resignation of Wendy Silverstein from the position and accordingly did not exercise the Company’s right to terminate the Advisory Agreement.

Beginning on March 1, 2017, and continuing through the Liquidation Date, the Company paid Winthrop Advisor an asset management fee equal to 0.325% per annum of the cost of assets (as defined in the Advisory Agreement) up to $3.0 billion and 0.25% per annum of the cost of assets in excess of $3.0 billion.

Beginning with the fiscal quarter ending September 30, 2018 and ending on the Liquidation Date, the Company paid Winthrop Advisor a supplemental fee of $25,000 per quarter (prorated for any partial quarter) in addition to the base management fee.

Following the Liquidation Date, the Company pays 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.

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, 2020 and December 31, 2019, the Company has accrued asset management fees and compensation reimbursements 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.

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NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(unaudited)

The Company paid the Winthrop Advisor $350,000 and $700,000 for each of the three and six month periods ended June 30, 2020 and 2019.

Note 10 — Economic Dependency

Under various agreements, the Company has engaged Winthrop Advisor, its affiliates and entities under common control with 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 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 and its affiliates. In the event that these companies are 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 except as disclosed in Notes 5 and 7.

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NEW YORK REIT LIQUIDATING LLC

June 30, 2020

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,” “Liquidating LLC,” “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,” “would,” “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 novel coronavirus (“COVID-19”) pandemic, as well as those set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on form 10-Q for the three months ended March 31, 2020 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 include a discussion of our unaudited consolidated interim financial statements and footnotes 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 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.

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NEW YORK REIT LIQUIDATING LLC

June 30, 2020

In October 2018, we announced the withdrawal of our common stock from listing on the NYSE in connection with the conversion. November 2, 2018 was the last day on which shares of our 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 was converted into one unit of common membership interest in the LLC (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 our common stock held by such stockholder. Unlike shares of our 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. On October 26, 2018, the Board designated Randolph C. Read, P. Sue Perrotty, Craig T. Bouchard, Howard Goldberg and Joe C. McKinney, representing all the previous members of the Board, to serve as the initial members of the Board of Managers. On June 29, 2020, Joe C. McKinney and P. Sue Perrotty each resigned from the Board, effective July 29, 2020. Mr. McKinney and Ms. Perrotty did not resign as a result of any disagreement with the Company on any matter relating to its operations, policies or practices. Additionally, Joseph Moinian, the Company’s largest unitholder, has been added as an Observer to the Company’s Board of Managers effective June 30, 2020 in an unpaid position with no voting rights in connection with Board matters.

The Company is deemed to be the same entity as the Predecessor with the same assets and liabilities as the Predecessor. 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 asset. The Company will remain in existence until the earlier of (i) the distribution of all its assets pursuant to liquidation or (ii) four years from the effective time of the conversion. The term may be extended to such later date as the Board of Managers determines is reasonably necessary to fulfill the purposes of the Company.

The dissolution process and the amount and timing of distributions to unitholders involves 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. To date, liquidating distributions totaling $60.01 per common share/unit have been paid.

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 Worldwide Plaza at June 30, 2021 based on a value of $1.725 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 $366.9 million at June 30, 2020 are presented on an undiscounted basis. Our current estimate of the liquidation value of investment in unconsolidated joint venture includes Worldwide Plaza at $1.725 billion which is based on estimated cash flow projections utilizing appropriate discount and capitalization rates

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NEW YORK REIT LIQUIDATING LLC

June 30, 2020

as well as available market information. The current pandemic has not impacted our estimated value of Worldwide Plaza, as net operating income at the property has remained relatively steady throughout, and there has not been recent market activity that would infer a change in the market capitalization and discount rates. We will continue to monitor the current 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 as a more modern asset, with a corresponding program to rebrand and likely rename the building as well as energizing and maximizing the potential of the retail and concourse space. 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 pro-rata 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.

Management believes that the combined team of SL Green and RXR Realty will add the necessary talent, expertise and capital, along with the capital contributed by us, to bring this Class A asset with its investment grade tenant roster to its full potential. Management believes that implementation of the business plan for Worldwide Plaza will take at least two years and may take up to four years given the size of the building, which is a little over 2 million square feet, the scope and nature of the capital investment and to allow time for the critical milestones in leasing and asset repositioning to take place. 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 that these actions will, in fact, result in the estimated increase in the value of the property.

Current Activity

For the fiscal quarter ended June 30, 2020, there were no property sales.

Liquidity and Capital Resources

As of June 30, 2020, we had cash and cash equivalents of $10.1 million. Our total assets and undiscounted net assets in liquidation were $369.7 million and $366.9 million, respectively, at June 30, 2020.

Our principal demands for funds are to pay or fund operating expenses, capital expenditures and liquidating distributions to our unitholders. We believe that cash 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 cash flow distributions from Worldwide Plaza are suspended or lower than currently estimated as a result of the economic conditions caused by the COVID-19 pandemic and government responses designed to stem the spread of the virus, 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.

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NEW YORK REIT LIQUIDATING LLC

June 30, 2020

Rent collections for retail tenants at Worldwide Plaza were impacted by the COVID-19 pandemic during the three months ended June 30, 2020. It is still uncertain as to what the impact of the COVID-19 pandemic and government responses thereto will be on rent collections at the property for the three months ended September 30, 2020 or for future quarters. During the three months ended June 30, 2020, the property collected 100% of the office rents that were due. Approximately $786,000 of rents due from the retail and amenities tenants of the property has not been paid, as those tenants are seeking rent concessions for the time period during which they were required to be closed as a result of the COVID-19 pandemic. Negotiations with tenants are ongoing. At this time, it is anticipated that a majority of rent concessions will be in the form of a rent deferral and not rent forgiveness, resulting in a delay in collections and not a reduction in collections. To date, Worldwide Plaza has granted rent concession of less than $50,000 in the aggregate. See Note 3 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information regarding the impacts and risks we face relating to the COVID-19 pandemic.

During the six months ended June 30, 2020 we received net distributions of $7.1 million in respect of our interest in Worldwide Plaza.

Sales Proceeds

In connection with the Liquidation Plan, we plan to sell all of our assets.

Principal Use of Funds

Capital Expenditures

As of June 30, 2020, 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 six months ended June 30, 2020 was funded from property cash flow. During March 2020, the State of New York issued a cease and desist for all non-essential construction in an effort to slow the spread of COVID-19. As a result, most capital expenditures are currently on hold at Worldwide Plaza.

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 pro-rata share of the budgeted capital investment. 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 $2.4 million from $7.7 million at December 31, 2019 to $10.1 million at June 30, 2020.

The holders of Common Shares 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 in 2020, and, in accordance with the Liquidation Plan, no further acquisitions are expected.

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NEW YORK REIT LIQUIDATING LLC

June 30, 2020

Our primary sources of non-operating cash flow for the six months ended June 30, 2020 include:

• $7.1 million net distributions in respect of our interest in Worldwide Plaza.

Our primary uses of non-operating cash flow for the six months ended June 30, 2020 include:

• $3.4 million for liquidating distributions to unitholders.

Our primary sources of non-operating cash flow for the six months ended June 30, 2019 include:

• $7.9 million net distributions in respect of our interest in Worldwide Plaza.

Our primary uses of non-operating cash flow for the six months ended June 30, 2019 include:

• $13.6 million for liquidating distributions to unitholders.

Contractual Obligations

We did not have any contractual debt or lease obligations as of June 30, 2020.

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 June 30, 2020, Worldwide Plaza was 97.3% leased, compared to 96.3% as of June 30, 2019.

Changes in Net Assets in Liquidation

Net assets in liquidation increased by $1.1 million during the three months ended June 30, 2020, primarily due to a net increase of $3.4 million in the estimated liquidation value of our 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 by a liquidating distribution to unitholders of $1.7 million and a $0.6 million decrease due to a remeasurement of estimated costs.

Net assets in liquidation increased by $4.1 million during the six months ended June 30, 2020, primarily due to a net increase of $9.0 million in the estimated liquidation value of our 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 by liquidating distributions to unitholders of $3.4 million and a $1.5 million decrease due to a remeasurement of estimated costs.

Net assets in liquidation decreased by $0.2 million during the three months ended June 30, 2019, primarily due to a liquidating distribution to unitholders of $1.7 million and a $0.2 million decrease due to a remeasurement of estimated costs. The decrease in net assets was offset by an increase of $1.7 million in the estimated liquidation value of our investment in Worldwide Plaza related to the estimated distributions from working capital and property operations.

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NEW YORK REIT LIQUIDATING LLC

June 30, 2020

Net assets in liquidation decreased by $12.0 million during the six months ended June 30, 2019 primarily due to liquidating distributions to unitholders of $13.6 million and a $0.8 million decrease due to a remeasurement of estimated costs. The decrease in net assets was offset by an increase of $2.4 in the estimated liquidation value of our investment in Worldwide Plaza related to the estimated distributions from working capital and property operations.

The net assets in liquidation at June 30, 2020, which are presented on an undiscounted basis, includes Worldwide Plaza valued at $1.725 billion which is based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information in the accompanying consolidated financial statements, resulting in estimated future liquidating distributions of approximately $21.85 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 Worldwide Plaza. As of October 18, 2017, Worldwide Plaza is managed by a joint venture of SL Green and RXR Realty, two of the largest owner operators in New York City. We, along with our joint venture partners, are committed to investing significant additional capital into Worldwide Plaza to further improve and reposition the asset which we believe includes embedded opportunities to roll leases to increase the value of the property. Any increase in the future market value of Worldwide Plaza, if any, will be reflected in the Statement of Net Assets in liquidation as the specific actions related to the repositioning have been completed. 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 that these actions will, in fact, result in an estimated increase in the value of the property.

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 Liquidating LLC will be considered a return of capital for tax purposes. Unitholders will receive a Schedule K-1 from the Liquidating LLC annually reflecting their allocable share of the Liquidating LLC’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

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NEW YORK REIT LIQUIDATING LLC

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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. 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 June 30, 2020 is based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information.

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 June 30, 2020, 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 June 30, 2020 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 June 30, 2020.

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.

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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 our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2020.

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.

None.

Item 6. Exhibits.

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

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EXHIBIT INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (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

23

NEW YORK REIT LIQUIDATING LLC

June 30, 2020

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:    August 7, 2020

24

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, John Garilli, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of New York REIT Liquidating LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the sole certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. As the sole certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 7th day of August, 2020	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)

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The undersigned, who is the Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary of New York REIT Liquidating LLC (the “Company”), hereby certifies as follows:

The Quarterly Report on Form 10-Q of the Company which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, and all information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 7th day of August, 2020	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)

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2020	Aug. 01, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Entity Registrant Name	New York REIT Liquidating LLC
Entity Central Index Key	0001474464
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Common Stock, Shares Outstanding		16,791,769
Entity Address, State or Province	MA
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Address, Address Line One	2 Liberty Square, 9th Floor
Entity Address, City or Town	Boston
Entity Address, Postal Zip Code	02109
Entity File Number	001-36416
Entity Tax Identification Number	83-2426528
City Area Code	617
Local Phone Number	570-4750
Entity Incorporation, State or Country Code	DE

XML

Consolidated Statements of Net Assets - Liquidation Value [Member] - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Assets
Investment in unconsolidated joint venture	$ 267,292	$ 265,516
Cash and cash equivalents	10,144	7,650
Restricted cash held in escrow	92,182	92,302
Accounts receivable	60	60
Total Assets	369,678	365,528
Liabilities
Liability for estimated costs in excess of estimated receipts during liquidation	2,376	2,348
Accounts payable, accrued expenses and other liabilities	452	389
Total Liabilities	2,828	2,737
Commitments and Contingencies
Net assets in liquidation	$ 366,850	$ 362,791

XML

Consolidated Statements of Changes in Net Assets - Liquidation Value [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Net assets in liquidation, beginning of period	$ 365,725	$ 360,765	$ 362,791	$ 372,556
Changes in net assets in liquidation:
Changes in liquidation value of investment in unconsolidated joint venture	3,382	1,699	8,956	2,447
Remeasurement of assets and liabilities	(578)	(201)	(1,539)	(817)
Net changes in liquidation value	2,804	1,498	7,417	1,630
Liquidating distributions to unitholders	(1,679)	(1,679)	(3,358)	(13,602)
Changes in net assets in liquidation	1,125	(181)	4,059	(11,972)
Net assets in liquidation, end of period	$ 366,850	$ 360,584	$ 366,850	$ 360,584

XML

Organization

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

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.

Substantially all of the Predecessor’s business was conducted through its operating partnership, New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”).

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 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, 2020, 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 97.3%, and a $90.7 million cash reserve to be utilized for improvements at the property owned by WWP. The property consists of office space, retail space and a garage representing 88%, 5% and 7%, respectively, of rentable square feet as of June 30, 2020.

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

XML

Liquidation Plan

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidation Plan

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. 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 (See Note 6).

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 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 (“Common Shares”) from listing on the NYSE in connection with the conversion. November 2, 2018 was the last day Common Shares 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 Common Share was converted into one unit of common membership interest in the LLC (a “Unit”), and holders of Common Shares automatically received one Unit (which Unit was in book entry form) for each Common Share held by such stockholder. Holders of Units should note that unlike Common Shares, 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 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. On October 26, 2018, the Board designated Randolph C. Read, P. Sue Perrotty, Craig T. Bouchard, Howard Goldberg and Joe C. McKinney, representing all the previous members of the Board, to serve as the initial members of the Board of Managers. On June 29, 2020, Joe C. McKinney and P. Sue Perrotty each resigned from the Board, effective July 29, 2020. Additionally, Joseph Moinian, the Company’s largest unitholder, has been added as an Observer to the Company’s Board of Managers effective June 30, 2020 in an unpaid position with no voting rights in connection with Board matters.

The Company is deemed to be the same entity as the Predecessor with the same assets and liabilities as the Predecessor. 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 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 asset. The Company will remain in existence until the earlier of (i) the distribution of all its assets pursuant to liquidation or (ii) November 7, 2022 which is four years from the effective time of the conversion. The term may be extended to such later date as the Board of Managers determines is reasonably necessary to fulfill the purposes of the Company.

The dissolution process and the amount and timing of future distributions to unitholders involves 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.

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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.

The outbreak of the novel coronavirus (“COVID-19”) pandemic across many countries, including the United States, and government protective measures in response to the pandemic, have significantly slowed global economic activity and have caused significant volatility in financial markets. During the second quarter of 2020, WWP received rent relief requests from some of its retail and amenities tenants at the Worldwide Plaza property as a result of COVID-19. During the three months ended June 30, 2020, the property collected 100% of the office rents that were due. Approximately $786,000 of rents due from the retail and amenities tenants of the property, which represents approximately 2.5% of total rents due at the property for the three months ended June 30, 2020, has not been paid as those tenants are seeking rent concessions for the time period during which they were required to be closed as a result of the COVID-19 pandemic. Management of WWP is evaluating each request on a tenant by tenant basis. Not all tenant relief requests will result in the granting of relief and it is anticipated that a majority of any relief granted will be in the form of a deferral and not forgiveness. WWP does not plan to forgo any of its contractual rights under its lease agreements in connection with any relief requests. As of the date of this filing, WWP has granted concessions of less than $50,000 in the aggregate. To date, the impact of COVID-19 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, 2021. 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, 2021, 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, 2020 and December 31, 2019 are included in accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Net Assets.

As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income (Loss), a Consolidated Statement of Changes in Equity or a Consolidated Statement of Cash Flows.

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. 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, 2020 and December 31, 2019 is based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information.

Restricted Cash

At June 30, 2020 and December 31, 2019, 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.

XML

Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation

6 Months Ended

Jun. 30, 2020

Text Block [Abstract]

Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation

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, 2020 and December 31, 2019, the Company had accrued the following net expenses expected to be incurred during liquidation (in thousands):

	June 30, 2020			December 31, 2019
General and administrative expenses	$	(2,376	)	$	(2,348	)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(2,376	)	$	(2,348	)

The change in the liability for estimated costs in excess of estimated receipts during liquidation for the six months ended June 30, 2020 and 2019 are as follows (in thousands):

	January 1, 2020			Net Change in Working Capital (1)		Remeasurement of Assets and Liabilities			June 30, 2020
Liabilities:
General and administrative expenses	$	(2,348	)	$	1,511	$	(1,539	)	$	(2,376	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(2,348	)	$	1,511	$	(1,539	)	$	(2,376	)
	January 1, 2019			Net Change in Working Capital (1)		Remeasurement of Assets and Liabilities			June 30, 2019
Liabilities:
General and administrative expenses		(3,208	)		1,300		(817	)		(2,725	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(3,208	)	$	1,300	$	(817	)	$	(2,725	)

(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 three months ended June 30, 2020 and 2019.

XML

Net Assets in Liquidation

6 Months Ended

Jun. 30, 2020

Text Block [Abstract]

Net Assets in Liquidation

Note 5 – Net Assets in Liquidation

Net assets in liquidation increased by $1.1 million during the three months ended June 30, 2020, primarily due to a net increase of $3.4 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 by a liquidating distribution to unitholders of $1.7 million and a $0.6 million decrease due to a remeasurement of estimated costs.

Net assets in liquidation increased by $4.1 million during the six months ended June 30, 2020, primarily due to a net increase of $9.0 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 by liquidating distributions to unitholders of $3.4 million and a $1.5 million decrease due to a remeasurement of estimated costs.

Net assets in liquidation decreased by $0.2 million during the three months ended June 30, 2019, primarily due to a liquidating distribution to unitholders of $1.7 million and a $0.2 million decrease due to a remeasurement of estimated costs. The decrease in net assets was offset by an increase of $1.7 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza related to the estimated distributions from working capital and property operations.

Net assets in liquidation decreased by $12.0 million during the six months ended June 30, 2019, primarily due to liquidating distributions to unitholders of $13.6 million and a $0.8 million decrease due to a remeasurement of estimated costs. The decrease in net assets was offset by an increase of $2.4 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza related to the estimated distributions from working capital and property operations.

The net assets in liquidation at June 30, 2020, presented on an undiscounted basis include the Company’s proportionate share in Worldwide Plaza’s net assets which include a property value at $1.725 billion based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information.

There were 16,791,769 Units outstanding at June 30, 2020. The net assets in liquidation as of June 30, 2020, if sold at their net asset value, would result in liquidating distributions of approximately $21.85 per Unit. On August 7, 2020, the Board of Managers declared a cash liquidating distribution of $0.25 per Unit payable on August 19, 2020 to unitholders of record on August 12, 2020, reducing the estimate of future liquidating distributions to $21.60 per Unit. The net assets in liquidation as of June 30, 2020 of $366.9 million, if sold at their net asset value, plus the cumulative liquidating distribution to unitholders of $1.008 billion ($60.01 per Unit) prior to June 30, 2020 would result in cumulative liquidating distributions to unitholders of $81.86 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.

XML

Investment in Unconsolidated Joint Venture

6 Months Ended

Jun. 30, 2020

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Joint Venture

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 million of debt on the property.

On June 1, 2017, the Predecessor acquired an additional 49.9% equity interest in Worldwide Plaza on exercise of the Predecessor’s option to purchase for a contract purchase price of $276.7 million, based on the option price of the property 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 Company 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, 2020 and 2019, including annualized cash rent related to the Company’s unconsolidated joint venture:

		June 30,
Property Portfolio	Tenant	2020			2019
Worldwide Plaza	Cravath, Swaine & Moore, LLP		48.4	%		46.4	%
Worldwide Plaza	Nomura Holdings America, Inc.		30.7	%		32.6	%

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, LLP 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 financial information of Worldwide Plaza. Under liquidation accounting, equity investments are carried at net realizable value.

The condensed balance sheets as of June 30, 2020 and December 31, 2019 for Worldwide Plaza are as follows:

(In thousands)	June 30, 2020			December 31, 2019
Real estate assets, at cost	$	832,714		$	829,168
Less accumulated depreciation and amortization		(247,731	)		(239,120	)
Total real estate assets, net		584,983			590,048
Cash and cash equivalents		41,381			45,477
Other assets		147,769			151,445
Total assets	$	774,133		$	786,970
Debt	$	1,246,383		$	1,238,794
Other liabilities		158,773			153,331
Total liabilities		1,405,156			1,392,125
Deficit		(631,023	)		(605,155	)
Total liabilities and deficit	$	774,133		$	786,970

The condensed statements of operations for the three and six months ended June 30, 2020 and 2019 for Worldwide Plaza are as follows:

	Three Months Ended						Six Months Ended
(In thousands)	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Rental income	$	33,660		$	35,241		$	69,103		$	71,118
Operating expenses:
Operating expenses		14,626			15,794			31,682			31,172
Depreciation and amortization		5,050			7,594			10,098			15,137
Total operating expenses		19,676			23,388			41,780			46,309
Operating income		13,984			11,853			27,323			24,809
Interest expense		(19,221	)		(18,768	)		(38,418	)		(37,364	)
Net loss	$	(5,237	)	$	(6,915	)	$	(11,095	)	$	(12,555	)

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Common Stock

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Common Stock

Note 7 — Common Stock

The Company had 16,791,769 Units outstanding as of June 30, 2020 and December 31, 2019. 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. On May 19, 2020, the Company paid a cash liquidating distribution of $0.10 per Unit. Through June 30, 2020, the Company paid aggregate liquidating distributions equal to $60.01 per share/unit. On August 7, 2020, the Company declared a cash liquidating distribution of $0.25 per Unit payable on August 19, 2020 to unitholders of record as of August 12, 2020. There can be no assurance as to the actual amount or timing of future liquidating distributions unitholders will receive.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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 properties 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.

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Related Party Transactions and Arrangements

6 Months Ended

Jun. 30, 2020

Related Party Transactions [Abstract]

Related Party Transactions and Arrangements

Note 9 — Related Party Transactions and Arrangements

Winthrop Advisor and its Affiliates

The activities of the Liquidating LLC 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 original term of the Advisory Agreement ended on November 7, 2018, the effective date of the conversion of the Company to a liquidating entity (the “Liquidation Date”). Since no notice of termination of the Advisory Agreement was received by either party, the Advisory Agreement automatically renewed for a one-month period and will continue to automatically renew for additional one-month terms unless otherwise terminated as described below. 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. On July 12, 2018, the Company’s independent directors voted unanimously to appoint John Garilli as Chief Executive Officer upon the resignation of Wendy Silverstein from the position and accordingly did not exercise the Company’s right to terminate the Advisory Agreement.

Beginning on March 1, 2017, and continuing through the Liquidation Date, the Company paid Winthrop Advisor an asset management fee equal to 0.325% per annum of the cost of assets (as defined in the Advisory Agreement) up to $3.0 billion and 0.25% per annum of the cost of assets in excess of $3.0 billion.

Beginning with the fiscal quarter ending September 30, 2018 and ending on the Liquidation Date, the Company paid Winthrop Advisor a supplemental fee of $25,000 per quarter (prorated for any partial quarter) in addition to the base management fee.

Following the Liquidation Date, the Company pays 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.

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, 2020 and December 31, 2019, the Company has accrued asset management fees and compensation reimbursements 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 $350,000 and $700,000 for each of the three and six month periods ended June 30, 2020 and 2019.

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Economic Dependency

6 Months Ended

Jun. 30, 2020

Text Block [Abstract]

Economic Dependency

Note 10 — Economic Dependency

Under various agreements, the Company has engaged Winthrop Advisor, its affiliates and entities under common control with 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 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 and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

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Subsequent Events

6 Months Ended

Jun. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

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 Notes 5 and 7.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

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.

The outbreak of the novel coronavirus (“COVID-19”) pandemic across many countries, including the United States, and government protective measures in response to the pandemic, have significantly slowed global economic activity and have caused significant volatility in financial markets. During the second quarter of 2020, WWP received rent relief requests from some of its retail and amenities tenants at the Worldwide Plaza property as a result of COVID-19. During the three months ended June 30, 2020, the property collected 100% of the office rents that were due. Approximately $786,000 of rents due from the retail and amenities tenants of the property, which represents approximately 2.5% of total rents due at the property for the three months ended June 30, 2020, has not been paid as those tenants are seeking rent concessions for the time period during which they were required to be closed as a result of the COVID-19 pandemic. Management of WWP is evaluating each request on a tenant by tenant basis. Not all tenant relief requests will result in the granting of relief and it is anticipated that a majority of any relief granted will be in the form of a deferral and not forgiveness. WWP does not plan to forgo any of its contractual rights under its lease agreements in connection with any relief requests. As of the date of this filing, WWP has granted concessions of less than $50,000 in the aggregate. To date, the impact of COVID-19 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

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, 2021. 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, 2021, 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, 2020 and December 31, 2019 are included in accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Net Assets.

As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income (Loss), a Consolidated Statement of Changes in Equity or a Consolidated Statement of Cash Flows.

Use of Estimates

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. 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

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

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, 2020 and December 31, 2019 is based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information.

Restricted Cash

Restricted Cash

At June 30, 2020 and December 31, 2019, 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 Pronouncement

Recent Accounting Pronouncements

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

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Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation (Tables)

6 Months Ended

Jun. 30, 2020

Text Block [Abstract]

Summary of Accrued Revenues and Expenses Expected to Earned or Incurred During Liquidation

At June 30, 2020 and December 31, 2019, the Company had accrued the following net expenses expected to be incurred during liquidation (in thousands):

	June 30, 2020			December 31, 2019
General and administrative expenses	$	(2,376	)	$	(2,348	)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(2,376	)	$	(2,348	)

Schedule of Changes in Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation

The change in the liability for estimated costs in excess of estimated receipts during liquidation for the six months ended June 30, 2020 and 2019 are as follows (in thousands):

	January 1, 2020			Net Change in Working Capital (1)		Remeasurement of Assets and Liabilities			June 30, 2020
Liabilities:
General and administrative expenses	$	(2,348	)	$	1,511	$	(1,539	)	$	(2,376	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(2,348	)	$	1,511	$	(1,539	)	$	(2,376	)
	January 1, 2019			Net Change in Working Capital (1)		Remeasurement of Assets and Liabilities			June 30, 2019
Liabilities:
General and administrative expenses		(3,208	)		1,300		(817	)		(2,725	)
Total liability for estimated costs in excess of estimated receipts during liquidation	$	(3,208	)	$	1,300	$	(817	)	$	(2,725	)

(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 three months ended June 30, 2020 and 2019.

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Investment in Unconsolidated Joint Venture (Tables)

6 Months Ended

Jun. 30, 2020

Equity Method Investments and Joint Ventures [Abstract]

Schedule of annualized rental income by major tenants

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, 2020 and 2019, including annualized cash rent related to the Company’s unconsolidated joint venture:

		June 30,
Property Portfolio	Tenant	2020			2019
Worldwide Plaza	Cravath, Swaine & Moore, LLP		48.4	%		46.4	%
Worldwide Plaza	Nomura Holdings America, Inc.		30.7	%		32.6	%

Condensed Balance Sheet

The condensed balance sheets as of June 30, 2020 and December 31, 2019 for Worldwide Plaza are as follows:

(In thousands)	June 30, 2020			December 31, 2019
Real estate assets, at cost	$	832,714		$	829,168
Less accumulated depreciation and amortization		(247,731	)		(239,120	)
Total real estate assets, net		584,983			590,048
Cash and cash equivalents		41,381			45,477
Other assets		147,769			151,445
Total assets	$	774,133		$	786,970
Debt	$	1,246,383		$	1,238,794
Other liabilities		158,773			153,331
Total liabilities		1,405,156			1,392,125
Deficit		(631,023	)		(605,155	)
Total liabilities and deficit	$	774,133		$	786,970

Condensed Income Statement

The condensed statements of operations for the three and six months ended June 30, 2020 and 2019 for Worldwide Plaza are as follows:

	Three Months Ended						Six Months Ended
(In thousands)	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Rental income	$	33,660		$	35,241		$	69,103		$	71,118
Operating expenses:
Operating expenses		14,626			15,794			31,682			31,172
Depreciation and amortization		5,050			7,594			10,098			15,137
Total operating expenses		19,676			23,388			41,780			46,309
Operating income		13,984			11,853			27,323			24,809
Interest expense		(19,221	)		(18,768	)		(38,418	)		(37,364	)
Net loss	$	(5,237	)	$	(6,915	)	$	(11,095	)	$	(12,555	)

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Organization - Additional Information (Detail) $ in Millions	6 Months Ended
	Jun. 30, 2020 USD ($) ft² Investment
WWP Holdings Llc [Member]
Organization [Line Items]
Number of investments | Investment	1
Liquidation Value [Member]
Organization [Line Items]
Area of investments | ft²	2.0
Occupancy percentage	97.30%
Ownership percentage	50.10%
Cash reserve utilized for improvements | $	$ 90.7
Liquidation Value [Member] | Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Office Building [Member]
Organization [Line Items]
Concentration risk percent	88.00%
Liquidation Value [Member] | Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Retail Site [Member]
Organization [Line Items]
Concentration risk percent	5.00%
Liquidation Value [Member] | Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Parking Garage [Member]
Organization [Line Items]
Concentration risk percent	7.00%

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Revenue from Rights Concentration Risk [Member] | Retail Site [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Rental Income Receivable	$ 786,000
Percentage Of Rental Income Not Collected	2.50%
Revenue from Rights Concentration Risk [Member] | Office Building [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage Of Rental Income Not Collected	100.00%
Worldwide Plaza [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concessions On Rental Income	$ 50,000
Liquidation Value [Member] | Worldwide Plaza [Member] | Capital Improvement Reserve [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Restricted cash	90,700,000	$ 90,700,000
Liquidation Value [Member] | Escrow [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Restricted cash	$ 1,400,000	$ 1,400,000

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Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation - Summary of Accrued Revenues and Expenses Expected to Earned or Incurred During Liquidation (Detail) - Liquidation Value [Member] - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Liquidation Basis Of Accounting [Line Items]
General and administrative expenses	$ (2,376)	$ (2,348)
Liability for estimated costs in excess of estimated receipts during liquidation	$ (2,376)	$ (2,348)

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Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation - Schedule of Changes in Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation (Detail) - Liquidation Value [Member] - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Business Acquisition [Line Items]
Liability for estimated costs in excess of estimated receipts during liquidation, beginning balance				$ (2,348)	$ (3,208)
Net Change in Working Capital	[1]			1,511	1,300
Remeasurement of assets and liabilities		$ (578)	$ (201)	(1,539)	(817)
Liability for estimated costs in excess of estimated receipts during liquidation, ending balance		(2,376)	(2,725)	(2,376)	(2,725)
Liability [Member] | General And Administrative Expenses [Member]
Business Acquisition [Line Items]
Total liability for estimated costs, beginning balance				(2,348)	(3,208)
Net Change in Working Capital	[1]			1,511	1,300
Remeasurement of assets and liabilities				(1,539)	(817)
Total liability for estimated costs, ending balance		$ (2,376)	$ (2,725)	$ (2,376)	$ (2,725)

[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 three months ended June 30, 2020 and 2019.

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Net Assets in Liquidation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended		6 Months Ended
	Aug. 07, 2020	Jun. 30, 2020	May 19, 2020	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Net Assets In Liquidation [Line Items]
Liquidating distributions per common share	$ 0.25
Estimated future liquidating distributions per common share	$ 21.60
Liquidating distribution declared date	Aug. 07, 2020
Remeasurement [Member]
Net Assets In Liquidation [Line Items]
Net increase (decrease) in liquidation value					$ 200		$ 800
Worldwide Plaza [Member]
Net Assets In Liquidation [Line Items]
Net increase (decrease) in liquidation value					1,700		2,400
Liquidation Value [Member]
Net Assets In Liquidation [Line Items]
Liquidation value of property		$ 1,725,000		$ 1,725,000		$ 1,725,000
Increase (decrease) in net assets subject to liquidation				1,100	200	4,100	12,000
Net increase (decrease) in liquidation value				(2,804)	(1,498)	$ (7,417)	(1,630)
Liquidating distributions per common share	$ 0.25		$ 0.10			$ 21.85
Net assets in liquidation		$ 366,850		366,850	360,584	$ 366,850	360,584	$ 365,725	$ 362,791	$ 360,765	$ 372,556
Liquidating distributions to unit holders					$ 1,700	$ 1,008,000	$ 13,600
Liquidating distributions per unit						81.86
Liquidation Value [Member] | Viceroy Management Agreement [Member]
Net Assets In Liquidation [Line Items]
Net increase (decrease) in liquidation value				1,700		$ 3,400
Liquidation Value [Member] | Remeasurement [Member]
Net Assets In Liquidation [Line Items]
Net increase (decrease) in liquidation value				600		1,500
Liquidation Value [Member] | Worldwide Plaza [Member]
Net Assets In Liquidation [Line Items]
Net increase (decrease) in liquidation value				$ 3,400		$ 9,000
Common Stock [Member]
Net Assets In Liquidation [Line Items]
Common stock, shares outstanding		16,791,769		16,791,769		16,791,769			16,791,769
Common Stock [Member] | Liquidation Value [Member]
Net Assets In Liquidation [Line Items]
Common stock, shares outstanding		16,791,769		16,791,769		16,791,769
Stock Units [Member] | Liquidation Value [Member]
Net Assets In Liquidation [Line Items]
Liquidating distributions per unit		60.01

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Investment in Unconsolidated Joint Venture - Additional Information (Detail) - USD ($) $ in Thousands			6 Months Ended
	Oct. 18, 2017	Jun. 01, 2017	Jun. 30, 2020	Dec. 31, 2019	Oct. 30, 2013
SL Green Realty Corp. and RXR Realty LLC [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage	48.70%
Worldwide Plaza [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage			50.10%		48.90%
Aggregate cost		$ 276,700			$ 220,100
Agreed upon value					1,300,000
Notes payable			$ 1,246,383	$ 1,238,794	$ 875,000
Additional acquire percentage		49.90%
Purchase obligation		$ 1,400,000
Mortgage notes payable		$ 875,000
Joint venture partner's right to maintain minimum ownership percentage		1.20%
Debt refinance amount	$ 1,200,000
Cash received from sale and excess proceeds from financing	446,500
Defeasance and prepayment costs	108,300
Reserved amount	$ 90,700
Debt blended rate	3.98%
Maturity date			2027-11
Property selling percentage			100.00%
Option to purchase percentage of property			100.00%
Property purchase option period			45 days
Re-offer property selling percentage			92.50%
Worldwide Plaza [Member] | SL Green Realty Corp. and RXR Realty LLC [Member]
Schedule of Equity Method Investments [Line Items]
Liquidation value of property	$ 1,725,000
Liquidation Value [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage			50.10%
Liquidation value of property			$ 1,725,000
Liquidation Value [Member] | Worldwide Plaza [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage		98.80%

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Investment in Unconsolidated Joint Venture (Detail) - Liquidation Value [Member] - Worldwide Plaza [Member]	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cravath, Swaine & Moore LLP [Member]
Revenue, Major Customer [Line Items]
Percentage of total annualized rental income	48.40%	46.40%
Nomura Holdings America, Inc [Member]
Revenue, Major Customer [Line Items]
Percentage of total annualized rental income	30.70%	32.60%

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Investment in Unconsolidated Joint Venture - Consolidated Balance Sheet (Detail 1) - Worldwide Plaza [Member] - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019	Oct. 30, 2013
Schedule of Equity Method Investments [Line Items]
Real estate assets, at cost	$ 832,714	$ 829,168
Less accumulated depreciation and amortization	(247,731)	(239,120)
Total real estate assets, net	584,983	590,048
Cash and cash equivalents	41,381	45,477
Other assets	147,769	151,445
Total Assets	774,133	786,970
Debt	1,246,383	1,238,794	$ 875,000
Other liabilities	158,773	153,331
Total Liabilities	1,405,156	1,392,125
Deficit	(631,023)	(605,155)
Total liabilities and deficit	$ 774,133	$ 786,970

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Investment in Unconsolidated Joint Venture - Condensed Income Statement (Detail 2) - Worldwide Plaza [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Schedule of Equity Method Investments [Line Items]
Rental income	$ 33,660	$ 35,241	$ 69,103	$ 71,118
Operating expenses:
Operating expenses	14,626	15,794	31,682	31,172
Depreciation and amortization	5,050	7,594	10,098	15,137
Total operating expenses	19,676	23,388	41,780	46,309
Operating income	13,984	11,853	27,323	24,809
Interest expense	(19,221)	(18,768)	(38,418)	(37,364)
Net loss	$ (5,237)	$ (6,915)	$ (11,095)	$ (12,555)

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Common Stock - Additional Information (Detail) - $ / shares			6 Months Ended
	Aug. 07, 2020	May 19, 2020	Jun. 30, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Liquidating distributions per common share	$ 0.25
Common Stock [Member]
Class of Stock [Line Items]
Common stock shares outstanding			16,791,769	16,791,769
Liquidation Value [Member]
Class of Stock [Line Items]
Aggregate liquidating distributions per share			$ 60.01
Liquidating distributions per common share	$ 0.25	$ 0.10	$ 21.85
Liquidation Value [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock shares outstanding			16,791,769

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Related Party Transactions and Arrangements - Additional Information (Detail) - USD ($)	1 Months Ended	6 Months Ended		9 Months Ended
	Mar. 31, 2017	Jun. 30, 2020	Jun. 30, 2019	Sep. 30, 2019	Dec. 31, 2019	Mar. 01, 2017
Winthrop Advisor and its Affiliates [Member]
Related Party Transaction [Line Items]
Fees paid to related parties		$ 350,000	$ 700,000
Liquidation Value [Member] | Advisor [Member]
Related Party Transaction [Line Items]
Cost of assets maximum						$ 3,000,000,000.0
Liquidation Value [Member] | Advisor [Member] | Post Liquidation Date Agreement Monthly Supplemental Fee [Member]
Related Party Transaction [Line Items]
Fees paid to related parties		100,000
Liquidation Value [Member] | Advisor [Member] | Post Liquidation Date Agreement Quarterly Supplemental Fee [Member]
Related Party Transaction [Line Items]
Fees paid to related parties		50,000
Liquidation Value [Member] | Advisor [Member] | Pre Liquidation Date Agreement Quarterly Supplemental Fee [Member]
Related Party Transaction [Line Items]
Fees paid to related parties				$ 25,000
Liquidation Value [Member] | Service Provider and Affiliates [Member]
Related Party Transaction [Line Items]
Asset management fees as a percentage of benchmark						0.325%
Cost of assets maximum						$ 3,000,000,000.0
Asset management fees earned above						0.25%
Incentive fee, percentage of excess of hurdle amount	10.00%
Hurdle amount (in dollars per share)	$ 110.00
Liquidation Value [Member] | Winthrop Advisor and its Affiliates [Member] | Asset Management Fees [Member]
Related Party Transaction [Line Items]
Asset management fees		$ 1,200,000			$ 1,200,000