UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

For the Quarterly Period Ended: quarterly period endedJune 30, 20182019

Oror

For the transition period from                to                

Commission File Number001-36416001-36416*

NEW YORK REIT INC.LIQUIDATING LLC

(Exact nameName of Registrant as specifiedSpecified in its certificate of incorporation)Charter)

(617)570-4750

(Registrant’s telephone number, including area code)Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Indicate by check mark whether the registrant: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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulationS-T (232.405(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange ActRule12b-2)Act).  Yes  ☐    No  ☒

As of August 1, 2018,2019, the registrant had 16,791,769 sharesUnits outstanding.

Securities registered pursuant to Section 12(b) of common stock, $0.01 par value per share, outstanding.the Exchange Act:

NEW YORK REIT INC.LIQUIDATING LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

NEW YORK REIT INC.LIQUIDATING LLC

FORM10-Q JUNE 30, 20182019

CONSOLIDATED STATEMENTS OF NET ASSETS

(Liquidation Basis)

(Unaudited, in thousands)

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

NEW YORK REIT INC.LIQUIDATING LLC

FORM10-Q JUNE 30, 20182019

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Liquidation Basis)

(Unaudited, in thousands)

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

NEW YORK REIT INC.LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JuneJUNE 30, 20182019

(unaudited)

Note 1 — Organization

New York REIT Inc.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 CompanyPredecessor listed its common stock on the New York Stock Exchange (“NYSE”) under the symbol “NYRT.”“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 Company’sPredecessor’s business iswas conducted through its operating partnership, New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”). The Company’s only significant asset is the general partnership interests it owns in the OP and assets held by the Company for the use and benefit of the OP.

On August 22, 2016, the Company’sPredecessor’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 CompanyPredecessor and its OP and to liquidate and dissolve the CompanyPredecessor and the OP (the “Liquidation Plan”), subject to stockholder approval. 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, 2018,2019, the Company owned two investments, the Viceroy Hotel and the Company’s only significant assets are a 50.1% equity interest in WWP Holdings LLC (Worldwide Plaza). The Company’s share of Worldwide Plaza has an aggregate of 1.1(“WWP”) which owns one property aggregating 2.0 million rentable square feet, with an average occupancy of 98.2%. At96.3%, and a $90.7 million cash reserve to be utilized for improvements at WWP. The Company’s property at June 30, 20182019 consisted of office hotel andspace, retail space represent 78%and a garage representing 88%, 17%5% and 5%7%, respectively, of rentable square feet including Worldwide Plaza. The Viceroy Hotel is currently under contract for sale which, if consummated, is expected to close in the third quarteras of 2018 or shortly thereafter.June 30, 2019.

The Company has, and the Predecessor had, no employees. Prior toFrom March 8, 2017 through November 7, 2018, the Company retained (i) New York Recovery Advisors, LLC (the “Former Advisor”) to manage its affairs on aday-to-day basis and (ii) New York Recovery Properties, LLC (the “ARG Property Manager”) to serve as the Company’s property manager, unless services were performedPredecessor was externally managed by a third party for specific properties. The Former Advisor and ARG Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”), (the “Sponsor”).

On March 8, 2017, the Company transferred all advisory duties from the Former Advisor to Winthrop REIT Advisors, LLC (the “Winthrop Advisor”) and property management services with respect. Since November 8, 2018, the Winthrop Advisor has continued to properties managed by ARG Property Manager were transferred tomanage the Company’s assets. The Predecessor retained Winthrop Management L.P.LP (the “Winthrop Property“Property Manager”)., an affiliate of the Winthrop Advisor, to serve as the Predecessor’s property manager, except for properties where services were performed by a third party.

In March 2018 the CompanyPredecessor effected a1-for-10 reverse stock split (the “Reverse Split”) of its common stock (“Common Shares”) pursuant to which each of ten Common Shares issued and outstanding as of the close of market on March 15, 2018 were automatically combined into one Common Share, subject to the elimination of fractional shares. Any fractional shares resulting from the Reverse Split were redeemed for cash in lieu of shares. All references to Common Shares or Units outstanding and per Common Share or per Unit amounts have been restated to reflect the effect of the Reverse Split for all periods presented.

Any fractional shares resulting from the Reverse Split have been redeemed for cash in lieu of shares.

Note 2 —– Liquidation Plan

The Liquidation Plan, as amended by the Board of Directors in accordance with the terms of 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 final dissolution of the Company. The Predecessor was not, and the Company is no longernot, permitted to make any new investments other thanexcept to make protective acquisitions or advances with respect to its existing assets.assets (see Note 6). The Company is permitted to satisfy any existing contractual obligations and fund required tenant improvements and capital expenditures at its real estate properties, including real estate propertiesproperty owned by the joint venturesventure in which the Company owns an interest.

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(unaudited)

The Liquidation Plan enables the Company to sell any and all of its assets without further approval of the stockholdersunitholders and provides that liquidating distributions be made to the stockholdersunitholders as determined by the Board. PursuantCompany’s board of managers (the “Board of Managers”). In order to comply with applicable REIT rules,laws, the Company must completePredecessor converted into a limited liability company. The conversion of the disposition of its assets by January 3, 2019, two years after the date the Liquidation PlanPredecessor to a limited liability company was approved by the stockholders on September 7, 2018 and became effective on November 7, 2018.

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(unaudited)

In October 2018, the Predecessor announced the withdrawal of its common stock from listing on the NYSE in order to deduct liquidating distributionsconnection 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 dividends. Toof 4:00 p.m. (Eastern Time) on such date. At the extent that alleffective time of the Company’s assetsconversion, each outstanding share of common stock 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 share of our common stock 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 soldlisted for trading and generally are not transferable except by such date,will, intestate succession or operation of law. Therefore, the recipients of Units will not have the ability to realize any value from these interests except from distributions made by the Company, intendsthe 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 satisfyserve as the requirementinitial members of the Board of Managers.

The Company was 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 convertingthe 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. For a limited liability company, which will require stockholder approval. The Company hasdetailed description of the federal income tax and investment considerations relating to the conversion and its effects on our interests in the Predecessor, please see the Predecessor’s proxy statement/prospectus filed a Registration Statement on FormS-4 with the Securities and Exchange Commission with respect to solicitation of stockholder approval. The Registration Statement became effective on August 6, 20182018.

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 Company commenced solicitation. A special meetingsole purpose is winding up the affairs of stockholders will be held on Friday, September 7, 2018 at 11:00 AM, local time, at the offices of Proskauer Rose LLP, 11 Times Square, New York, New York, to conduct the vote. If the conversion is not approved by the stockholders, the Company intendsand 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 satisfyliquidation or (ii) four years from the requirement by transferringeffective time of the remaining assets and liabilitiesconversion. The term may be extended to a liquidating trust.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 stockholdersunitholders involves risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will be ultimately distributed to stockholdersunitholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated StatementsStatement of Net Assets.

The Company expects to continue to qualify as a REIT throughout the liquidation until such time as the Company is converted into a limited liability company, which will require stockholder approval, or any remaining assets are transferred into a liquidating trust. The Board shall use commercially reasonable efforts to continue to cause the Company to maintain its REIT status, provided however, the Board may elect to terminate the Company’s status as a REIT if it determines that such termination would be in the best interest of the stockholders.

Although the Board does not intend to do so, the Board may terminate the Liquidation Plan without stockholder approval only (i) if the Board approves the Company to enter into an agreement involving the sale or other disposition of all or substantially all of the assets or common stock by merger, consolidation, share exchange, business combination, sale or other transaction involving the Company or (ii) if the Board determines, in exercise of its duties under Maryland law, after consultation with the Winthrop Advisor, if applicable, or other third party experts familiar with the market for Manhattan office properties, that an adverse change in the market for Manhattan office properties has occurred and reasonably would expect it to adversely affect continuing with the Liquidation Plan. Notwithstanding approval of the Liquidation Plan by the stockholders, the Board may amend the Liquidation Plan without further action by the stockholders to the extent permitted under the current law.

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.

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 representsrepresented the estimated amount of cash that the Company willexpected to collect on disposal of assets as it carriescarried out its liquidation activities under the Liquidation Plan. The current estimate of net assets in liquidation hasAll properties have been calculated based on undiscounted cash flow projections that all the properties will be sold by September 30, 2018 except for the remaining interest in Worldwide Plaza. The Company projects that the remaining interest in Worldwide Plaza will be sold approximately during the fourth quarter of 2021. The actual timing of salessale 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 future asset sales.the sale of the Company’s remaining property.

NEW YORK REIT INC.LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JuneJUNE 30, 20182019

(unaudited)

The liquidation value of the Company’s investments in real estate is based on expected sales proceeds presented on an undiscounted basis. Estimated costs to dispose of assets have been presented separately from the related assets. 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 to the extent it has a reasonable basis for estimation. Estimated costs expected to be incurred through the end of the liquidation period include budgeted property expenses and corporate overhead costs to dispose of the properties, mortgage interest expense, costs associated with satisfying known and contingent liabilities and other costs associated with the winding down and dissolution of the Company. Revenues are based onin-place leases plus management’s estimates of revenue uponre-lease based on current marketinterest rate assumptions. These amounts are classified as a net liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated StatementsStatement 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, 20182019 and December 31, 20172018 are included in accounts payable, accrued expenses and other liabilities on the Consolidated StatementsStatement 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 has accrued all revenue that it expectsexpected to earn through the end of liquidation to the extent it hashad a reasonable basis for estimation. Revenues arewere accrued based on contractual amounts due under the leases in place over the estimated hold period of each asset. These amounts arewere classified within liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets.

In accordance with the liquidation basis of accounting, as of January 1, 2017, tenant and other receivables were adjusted to their net realizable values. Management continually reviewsreviewed tenant and other receivables to determine collectability. Any changes in the collectability of the receivables iswas reflected in the net realizable value of the receivable.

The Company ownsowned certain properties with leases that includeincluded provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may behave been monthly, quarterly or annual targets. Contingent rental income iswas not contemplated under liquidation accounting unless there iswas a reasonable basis to estimate future receipts.

Investments in Real Estate

As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value upon sale, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represents the estimated amount of cash the Company expects to collect on the disposal of its assets as it carries out the liquidation

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(unaudited)

activities of its Liquidation Plan. The liquidation value of the Company’s investments in real estate are presented on an undiscounted basis. Estimated revenue during the period following the commencement of liquidation and prior to the expected sale date and costs to dispose of these assets are presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in the Company’s net assets in liquidation presented on an undiscounted basis.

The liquidation value of investments in real estate is based on a number of factors including discounted cash flow and direct capitalization analyses, detailed analysis of current market comparables and broker opinions of value, and binding purchase offers to the extent available.

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. Under liquidation accounting, the

The investment in unconsolidated joint venture is recorded at its liquidation value, or net realizable value.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, 20182019 is based on a value of the property consistent with the value of the property as a resultat the time of the Company’s recent sale of its 48.7% interest in Worldwide Plaza (Seein October 2017 (see Note 7)6).

Amortization

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(unaudited)

Restricted Cash

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 balance representing maintenance, real estate tax, structuralsale of the Viceroy Hotel (the “Viceroy Escrow”). The Viceroy Escrow was established from proceeds of the sale of the Viceroy Hotel and debt service reserves.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 PronouncementPronouncements

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 executing and renewing leases, estimates of tenant improvement costs, the timing of property sales, direct costs incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilitiesoperating 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.

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At June 30, 2019 and December 31, 2018,

(unaudited)

The the Company had accrued the following revenues andnet expenses expected to be earned or incurred during liquidation (in thousands):

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(unaudited)

The change in the liability for estimated costs in excess of estimated receipts during liquidation for the six month periods ended June 30, 20182019 and 20172018 are as follows (in thousands):

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(unaudited)

The decrease during the six months ended June 30, 2018 is primarily due to liquidating distributions to common stockholders totaling $417.3 million, a $9.0 million decrease in the estimated liquidation value of the Viceroy Hotel property based on the contract for sale, which was directly offset by a release of liability of $4.2 million associated with the termination of the Viceroy Hotel management agreement and a $1.6 million decrease due to a remeasurement of estimated receipts related to the extended estimated hold period.period of the Viceroy Hotel. The decrease in net assets was offset by a net increase of $11.9 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza primarily related to the extended estimated hold period.

Net assets in liquidation decreased by $5.9 million during the six months ended June 30, 2017. With the exception of the $0.1 million decrease due to remeasurement of estimated receipts which occurred in the first quarter ended March 31, 2017, the balance of these changes were made during the three months ended June 30, 2017. The primary reasons for the decrease in net assets was due to (i) a $2.5 million decrease in the liquidation value of investments in real estate as a result of the contract for sale of the 50 Varick Street office property, (ii) an increase of $1.7 million of projected tenant and capital improvement costs primarily at the 1440 Broadway and 256 West 38^th Street properties, (iii) an increase of $1.8 million in estimated corporate expenditures and (iv) other cumulative adjustments across the portfolio which net to a $1.0 million decrease in net operating cash flow. The increase in projected corporate expenditures was primarily the result of a $1.2 million increase in the estimated asset management fee payable to the Winthrop Advisor as a result of the timing of the acquisition of the additional interest in Worldwide Plaza and a change in the anticipated holding periods of certain assets, and a $0.4 million increase in interest expense due to an increase in the LIBOR rate.

These items were partially offset by a $1.1 million increase in estimated cash flows resulting from extended holding periods of certain assets.

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(unaudited)

The net assets in liquidation at June 30, 2018,2019, 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 the Company’s recent sale of its 48.7% interest in Worldwide Plaza discussed in Note 7.6. Future increases in the value of Worldwide Plaza, if any, from the agreed additional capital investment will be reflected in the Consolidated StatementsStatement of Net Assets when such capital investments are made and such increases in fairmarket value can be observed.

There were 16,791,769 Common SharesUnits outstanding at June 30, 2018.2019. The net assets in liquidation as of June 30, 2018,2019, if sold at their net asset value, would result in liquidating distributions of approximately $25.09$21.47 per Common Share.unit. On August 8, 2019, the Board declared a cash liquidating distribution of $0.10 per Unit payable on August 19, 2019 to unitholders of record on August 12, 2019, reducing the estimate of future liquidating distributions to $21.37 per Unit. The net assets in liquidation as of June 30, 20182019 of $421.3$360.6 million, if sold at their net asset value, plus the cumulative liquidating distribution to common stockholdersunitholders of $932.8$1,001.0 million ($55.5559.61 per Common Share)Unit) prior to June 30, 20182019 would result in cumulative liquidating distributions to common stockholdersunitholders of $80.64$81.08 per Common Share.Unit. There is inherent uncertainty with these projections, and they could change materially based on the timing of the sales,sale, the performance of the underlying assetsasset and any changes in the underlying assumptions of the projected cash flows.

Note 6 — Real Estate Investments

2018 Activity

333 West 34^th Street –property sale – On January 5, 2018, the Company sold to an independent third party the 333 West 34^th Street office property in Manhattan, New York for a gross sales price of $255.0 million. The property was part of the collateral for the Company’s $760.0 million POL Loans (defined in Note 8). In connection with the sale, the Company paid down $110.6 million as required under the POL Loans upon the sale of the property. After satisfaction of debt,pro-rations and closing costs, the Company received net proceeds of approximately $134.6 million. The estimated liquidation value of the property was $255.0 million at December 31, 2017.

350 West 42nd Street –property sale – On January 10, 2018, the Company sold to an independent third party the 350 West 42nd Street retail property in Manhattan, New York for a gross sales price of $25.1 million. The property was part of the collateral for the Company’s $760.0 million POL Loans. In connection with the sale, the Company paid down $11.3 million as required under the POL Loans upon the sale of the property. After satisfaction of debt,pro-rations and closing costs, the Company received net proceeds of approximately $12.6 million. The estimated liquidation value of the property was $25.1 million at December 31, 2017.

One Jackson Square –property sale – On February 6, 2018, the Company sold to an independent third party the One Jackson Square retail property in Manhattan, New York for a gross sales price of $31.0 million. The property was part of the collateral for the Company’s $760.0 million POL Loans. In connection with the sale, the Company paid down $13.0 million as required under the POL Loans upon the sale of the property. After satisfaction of debt,pro-rations and closing costs, the Company received net proceeds of approximately $16.5 million. The estimated liquidation value of the property was $31.0 million at December 31, 2017.

2091 Coney Island Avenue –property sale – On February 14, 2018, the Company sold to an independent third party the 2091 Coney Island Avenue office property in Brooklyn, New York for a gross sales price of $3.8 million. The property, together with the retail property located at 2067-2073 Coney Island Avenue make up 1100 Kings Highway. The property was part of the collateral for the $20.2 million mortgage note payable on 1100 Kings Highway. In connection with the sale and as required in the mortgage loan agreement, the Company paid down a portion of the outstanding mortgage loan of $4.4 million. The estimated liquidation value of the property was $3.8 million at December 31, 2017.

306 East 61st Street – property sale – On February 16, 2018, the Company sold to an independent third party the 306 East 61^st Street office property in Manhattan, New York for a gross sales price of $47.0 million. The property was encumbered by a $19.0 million mortgage loan which was satisfied in full at closing. After satisfaction of debt,pro-rations and closing costs, the Company received net proceeds of approximately $26.5 million. The estimated liquidation value of the property was $47.0 million at December 31, 2017.

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(unaudited)

350 Bleecker Street and367-387 Bleecker Street – property sale –On April 19, 2018, the Company sold to an independent third party the 350 Bleecker Street and367-387 Bleecker Street properties located in Manhattan, New York for a gross sales price of $31.5 million. The properties were part of the collateral for the Company’s $760.0 million POL Loans. In connection with the sale, the Company was required to pay down the POL Loans by $21.1 million. After satisfaction of debt,pro-rations and closing costs, the Company received net proceeds of approximately $8.8 million. The estimated liquidation value of the properties was $31.5 million at March 31, 2018 and December 31, 2017.

416 Washington Street– property sale – On April 19, 2018, the Company sold to an independent third party the 416 Washington Street retail property in Manhattan, New York for a gross sales price of $11.2 million. The property was part of the collateral for the Company’s $760.0 million POL Loans. The Company was required to pay down $5.5 million under the POL Loans upon the sale of the property. After satisfaction of debt,pro-rations and closing costs, the Company received net proceeds of approximately $5.1 million. The estimated liquidation value of the property was $11.2 million at March 31, 2018 and December 31, 2017.

2067 – 2073 Coney Island Avenue – property sale –On May 1, 2018, the Company sold to an independent third party the 2067-2073 Coney Island Avenue retail property in Brooklyn, New York for a gross sales price of $30.5 million. The property was part of the collateral for the $20.2 million mortgage note payable on 1100 Kings Highway. The estimated liquidation value of the property was $30.5 million at March 31, 2018 and December 31, 2017.

Centurion Parking Garage – property sale –On May 1, 2018, the Company sold to an independent third party the Centurion Parking Garage property located at 33 West 56^th Street, Manhattan, New York, for a gross sales price of $3.5 million. The estimated liquidation value of the property was $3.5 million at March 31, 2018 and December 31, 2017.

POL Loans – In April 2018, the POL Loans were fully satisfied using proceeds from the sales of382-384 Bleecker Street, 350 Bleecker Street,416-425 Washington Street and reserves.

Viceroy Hotel – contract for sale –On June 29, 2018, the Company entered into a contract to sell to an independent third party the Viceroy Hotel property located in New York, New York for a purchase price of $41.0 million. If consummated, the sale of the property is expected to close in the third quarter of 2018 or shortly thereafter. The estimated liquidation value of the property was $46.0 million at March 31, 2018 and $50.0 million at December 31, 2017. The estimated liquidation value at June 30, 2018 has been decreased to $41.0 million to reflect the contract for sale.

Significant 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, 2018 and 2017, including annualized cash rent related to the Company’s unconsolidated joint venture:

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(unaudited)

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 a45-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 tore-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, 2019 and 2018, including annualized cash rent related to the Company’s unconsolidated joint venture:

NEW YORK REIT LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(unaudited)

The condensed statements of operations for the three and six months ended June 30, 20182019 and 20172018 for Worldwide Plaza are as follows:

Note 8 — Mortgage Notes Payable

Mortgage notes payable are carried at their contractual amounts due under liquidation accounting. The Company had outstanding mortgage notes payable of $0 at June 30, 2018 and $215.5 million at December 31, 2017. The mortgage notes payable were collateralized directly by the real estate held by the Company identified in the table below.

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(unaudited)

The Company’s mortgage notes payable as of June 30, 2018 and December 31, 2017 consist of the following (in thousands):

NEW YORK REIT INC.LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JuneJUNE 30, 20182019

(unaudited)

Note 129 — Related Party Transactions and Arrangements

Viceroy Hotel

The following table details revenuesViceroy Hotel was sold in October 2018. Revenues from related parties at the Viceroy Hotel. The Company did not have any receivables from related parties as ofHotel were $0 and $1,000 for the three and six months ended June 30, 2018, and 2017.respectively.

NEW YORK REIT INC.LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JuneJUNE 30, 20182019

(unaudited)

(vi) fromFrom and after March 1, 2018, the Company agreed to reimburse the Winthrop Advisor for the compensation of Wendy Silverstein as the Company’s chief executive officer or otherwise, in such amounts as agreed to between the Winthrop Advisor and the Company, which provision is no longer applicable following Wendy Silverstein’s resignation.

During the three and six months ended June 30, 2018, the Company reimbursed Winthrop Advisor $300,000 and $467,000 for compensation of the Chief Executive Officer.

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, 2018,2019, the Company has accrued asset management fees and compensation reimbursements totaling $1.8$1.4 million payable to 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 Current 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 $11.00$110.00 per share (the(adjusted for the Reverse Split, 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.

Effective March 2017, WinthropThe Property Manager began providingprovided property management services to those properties for which the ARG Property Manager had been providing property management services.certain properties. The Company paid to Winthropthe Property Manager 1.75% of gross revenues, inclusive of all third party property management fees, for property management services provided to the Company by the Winthrop Property Manager or any of its affiliates. As of June 30,December 31, 2018, noneall of the Company’s properties are managed by the Winthrop Property Manager.Manager were sold.

The following table details amounts incurred by the Company to the Winthrop Advisor and its affiliates in connection with the operations related services described above for the periods presented and anypresented. There were no amounts payable to or due from the Winthrop Advisor as of the dates specified:specified.

NEW YORK REIT INC.LIQUIDATING LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JuneJUNE 30, 20182019

(unaudited)

The ARG Property Manager was permitted to subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracted for these services. If the Company contracted directly with third parties for such services, the Company paid them customary market fees and paid the ARG Property Manager an oversight fee equal to 1.0% of the gross revenues of the applicable property.

The Company reimbursed the Former Advisor for costs and expenses paid or incurred prior to March 8, 2017 by the Former Advisor and its affiliates in connection with providing services to the Company (including reasonable salaries and wages, benefits and overhead of all employees directly involved with the performance of such services), although the Company did not reimburse the Former Advisor for personnel costs in connection with services for which the Former Advisor received a separate fee.

The following table details amounts incurred and paid by the Company to the Former Advisor and its affiliates in connection with the operations related services described above for the periods presented:

NEW YORK REIT INC.LIQUIDATING LLC

JuneJUNE 30, 20182019

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 Inc.Liquidating LLC and the notes thereto. As used herein, the terms “Company,” “Liquidating LLC,” “we,” “our” and “us” refer to New York REIT Inc.,Liquidating LLC, a Maryland corporation,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 L.P.,LP, a Delaware limited partnershipLimited Partnership (the “OP”), and to their subsidiaries. As of March 8, 2017, weWe are externally managed by Winthrop REIT Advisors, LLC (the “Winthrop Advisor”). Prior to March 8, 2017, we were externally managed by New York Recovery Advisors, LLC (the “Former Advisor”), a Delaware limited liability company. Capitalized terms used herein but not otherwise defined have the meaning ascribed to those terms in “Part I - 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 Form10-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, those set forth in our Annual Report on Form10-K for the year ended December 31, 20172018 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.

In March 2018, wethe Predecessor effected a1-for-10 reverse stock split, which we refer to as the Reverse Split, of its common shares of beneficial interest, which we refer to as common shares, pursuant to which each of ten shares of its common shares issued and outstanding as of the close of the market on March 15, 2018 were automatically combined into one common share, subject to the elimination of fractional shares. All common sharesshare or Unit and per common share or per Unit data included in this Quarterly Report on Form10-Q and the accompanying Consolidated Financial Statements and Notes thereto have been adjusted to reflect this Reverse Split.

Overview

On August 22, 2016 ourthe 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 onor 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 properties, including real estate propertiesproperty owned by the joint venturesventure in which we own an interest.

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JuneJUNE 30, 2018

NEW YORK REIT LIQUIDATING LLC

JUNE 30, 2019

The net assets in liquidation of $360.6 million at June 30, 20182019 are presented on an undiscounted basis and does not include Management’s estimated future increase in value from the planned investment in the repositioning of Worldwide Plaza. Our current estimate of the liquidation value of investmentsinvestment in real estateunconsolidated joint venture includes Worldwide Plaza at $1.725 billion which is based on a current market transaction associated with our sale of a 48.7% interest in the property on October 18, 2017 as discussed in Note 7 in6 of the accompanying consolidated financial statements. Our venture partners

NEW YORK REIT, INC.

June 30, 2018

have jointly developed and recommended a capital budget, which we have agreed to. 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 new 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 stockholders.unitholders. Our joint venture partners have committed to contribute theirpro-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 blue chipinvestment 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 believes that if these actions are successful, the estimated value of the property could increase to between $1.9 billion and $2.2 billion, on an undiscounted basis, by November 2021, our estimated sale date of this investment. Assuming additional investment in Worldwide Plaza of $64.0 million, plus a corresponding investment from our joint venture partners, a future value for Worldwide Plaza between $2.0 billion and $2.2 billion would produce a residual value between $21.90 and $27.69 per share, an increase of $3.20 to $8.99 per share over our current carrying value. In addition, we have contractual rents which generate a predictable cash flow from Worldwide Plaza during the estimatedthree-and-a-half-year hold period through 2021 which, net of expenses, we estimate would produce $5.01 per share over thethree-and-a-half-year hold period versus the $1.45 currently accrued based on a12-month hold period assumed for liquidation accounting purposes. These estimates of potential future cash flow are undiscounted. 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

To date in 2018, we have sold 12 properties for an aggregate sales price of $438.6 million. The 2018 sales of properties andFor the pending contracts to sell properties are summarized below.

333 West 34^th Street –property sale – On January 5, 2018, we sold to an independent third party the 333 West 34^th Street office property in Manhattan, New York for a gross sales price of $255.0 million. The property was part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $110.6 million as required under the POL Loans upon the sale of the property. After satisfaction of debt,pro-rations and closing costs, we received net proceeds of approximately $134.6 million. The estimated liquidation value of the property was $255.0 million at December 31, 2017.

350 West 42nd Street –property sale – On January 10, 2018, we sold to an independent third party the 350 West 42nd Street retail property in Manhattan, New York for a gross sales price of $25.1 million. The property was part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $11.3 million as required under the POL Loans upon the sale of the property. After satisfaction of debt,pro-rations and closing costs, we received net proceeds of approximately $12.6 million. The estimated liquidation value of the property was $25.1 million at December 31, 2017.

One Jackson Square –property sale – On February 6, 2018, we sold to an independent third party the One Jackson Square retail property in Manhattan, New York for a gross sales price of $31.0 million. The property was part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $13.0 million as required under the POL Loans upon the sale of the property. After satisfaction of debt,pro-rations and closing costs, we received net proceeds of approximately $16.5 million. The estimated liquidation value of the property was $31.0 million at December 31, 2017.

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fiscal quarter ended June 30, 2018

2091 Coney Island Avenue –2019, there were no property sale – On February 14, 2018, we sold to an independent third party the 2091 Coney Island Avenue office property in Brooklyn, New York for a gross sales price of $3.8 million. The property, together with the retail property located at 2067-2073 Coney Island Avenue make up 1100 Kings Highway. The property was part of the collateral for the $20.2 million mortgage note payable on 1100 Kings Highway. In connection with the sale, we were required to pay down the outstanding mortgage loan by $4.4 million. The estimated liquidation value of the property was $3.8 million at December 31, 2017.

306 East 61st Street – property sale – On February 16, 2018, we sold to an independent third party the 306 East 61^st Street office property in Manhattan, New York for a gross sales price of $47.0 million. The property was encumbered by a $19.0 million mortgage loan which was satisfied in full at closing. After satisfaction of debt,pro-rations and closing costs, we received net proceeds of approximately $26.5 million. The estimated liquidation value of the property was $47.0 million at December 31, 2017.

350 Bleecker Street and367-387 Bleecker Street – property sale –On April 19, 2018, we sold to an independent third party the 350 Bleecker Street and367-387 Bleecker Street properties located in Manhattan, New York for a gross sale price of $31.5 million. The properties were part of the collateral for our $760.0 million POL Loans. In connection with the sale, we were required to pay down the POL Loans by $21.1 million. After satisfaction of debt,pro-rations and closing costs, we received net proceeds of approximately $8.8 million. The estimated liquidation value of the properties was $31.5 million at March 31, 2018 and December 31, 2017.

416 Washington Street –property sale – On April 19, 2018, we sold to an independent third party the 416 Washington Street retail property in Manhattan, New York for a gross sales price of $11.2 million. The property was part of the collateral for our $760.0 million POL Loans. We were required to pay down $5.5 million under the POL Loans upon the sale of the property. After satisfaction of debt,pro-rations and closing costs, we received net proceeds of approximately $5.1 million. The estimated liquidation value of the property was $11.2 million at March 31, 2018 and December 31, 2017.

2067 – 2073 Coney Island Avenue – property sale –On May 1, 2018, we sold to an independent third party the 2067-2073 Coney Island Avenue retail property in Brooklyn, New York for a gross sales price of $30.5 million. The property was part of the collateral for the $20.2 million mortgage note payable on 1100 Kings Highway. After satisfaction of debt,pro-rations and closing costs, we received net proceeds of approximately $13.7 million. The estimated liquidation value of the property was $30.5 million at March 31, 2018 and December 31, 2017.

Centurion Parking Garage – property sale –On May 1, 2018 we sold to an independent third party the Centurion Parking Garage property located at 33 West 56^th Street, Manhattan, New York, for a gross sales price of $3.5 million. After satisfaction ofpro-rations and closing costs, we received net proceeds of approximately $3.3 million. The estimated liquidation value of the property was $3.5 million at March 31, 2018 and December 31, 2017.

POL Loans – In April 2018, the POL Loans were fully satisfied using proceeds from the sales of382-384 Bleecker Street, 350 Bleecker Street,416-425 Washington Street and reserves.

Viceroy Hotel – contract for sale –On June 29, 2018, we entered into a contract to sell to an independent third party the Viceroy Hotel property located in New York, New York for a purchase price of $41.0 million. If consummated, the sale of the property is expected to close in the third quarter of 2018 or shortly therafter. After satisfaction of closing costs, we expect to receive net proceeds or approximately $39.5 million. The estimated liquidation value of the property was $46.0 million at March 31, 2018 and $50.0 million at December 31, 2017. The estimated liquidation value at June 30, 2018 has been decreased to $41.0 million to reflect the contract for sale.

NEW YORK REIT, INC.

June 30, 2018

sales.

Liquidity and Capital Resources

As of June 30, 2018,2019, we had cash and cash equivalents of $30.5$11.1 million. Our total assets and undiscounted net assets in liquidation were $431.8$363.7 million and $421.4$360.6 million, respectively, at June 30, 2018. Our ability to meet our obligations is contingent upon the disposition of our assets in accordance with our Liquidation Plan. We estimate that the proceeds from our Liquidation Plan will be adequate to pay our obligations, however, we cannot provide any assurance as to the prices or net proceeds we will receive from the disposition of our assets.2019.

Our principal demands for funds are to pay or fund operating expenses, capital expenditures and liquidating distributions to our stockholders.unitholders. We believe that cash flow distributions we expect to receive from operations, along with sale proceeds,our investment in Worldwide Plaza will continue to provide adequate capital to fund our operating, administrative and other expenses incurred during liquidation. Due to the property sales, we will have reduced future operating revenue and may need to fund future operating expenses from cash on hand. As a REIT, we must distribute annually at least 90% of our REIT taxable income. 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 is primarily dependent upon the occupancy level of our portfolio,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 transaction costs and other expenses associated with carrying out our Liquidation Plan.

During the six months ended June 30, 2019 we received net distributions of $7.9 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.

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JUNE 30, 2019

Principal Use of Funds

Capital Expenditures

As of June 30, 2018,2019, we owned two properties. Historically,a 50.1% interest in the joint venture that owns Worldwide Plaza. In connection with the leasing of our properties, wethe property, the joint venture entered into agreements with our tenants to provide allowances for tenant improvements. These allowances required us to fund capital expenditures up to amounts specified in our lease agreements. We funded $0.2 million in capital expenditures during the six months ended June 30, 2018, which was funded primarily from cash on hand.

With respect to Worldwide Plaza, the venture has entered into, and will continue to enter into agreements with its tenants to provide allowances for tenant improvements. We haveThese 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, 2019 was funded from property cash flow.

In October 2017 we set aside approximately $90.7 million from the remaining proceeds of our sale of a 48.7% interest in Worldwide Plaza to cover estimated future leasing and capital improvement costs at the property which are not funded by operating cash flow of the property. Our joint venture partners have committed to contribute theirpro-rata share of the budgeted capital investment. To date, none of the $90.7 million has been utilized.

DividendsLiquidating Distributions

In order to avoid paying corporate level tax,Until such time as we are requiredable to distribute annually at least 90%dispose of our annual REIT taxable income, plus 100% of our capital gains. As previously disclosed, due toremaining asset, the approval of the plan of liquidation by the Company’s stockholders, the Company ceased paying regular monthly dividends. 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 assetsremaining interest in Worldwide Plaza. As the Company is treated as a partnership for federal and the amounts deemed necessary by our Board to pay or provide for our liabilities and obligations and REIT requirements. Anystate income tax purposes, any such liquidating distributions on our common sharesthe Units will be deemed a return of capital until the applicable holder has received liquidating distributions totaling its cost basis.

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June 30, 2018

Loan Obligations

During April 2018, the $41.3 million outstanding balance on our POL Loans was repaid in full, and we no longer have any consolidated mortgage notes payable as of June 30, 2018.

On August 1, 2017, our mortgage loan collateralized by the 1100 Kings Highway property, which consisted of 2091 Coney Island Avenue and 2067-2073 Coney Island Avenue, was modified to extend the maturity date to April 1, 2018 and to allow for partial release of the collateral. The 2091 Coney Island Avenue property was sold on February 14, 2018 and we made a $4.4 million payment on the loan in connection with the sale. Following the pay down, the outstanding mortgage loan balance was $15.8 million and was collateralized only by the 2067-2073 Coney Island Avenue property. On April 1, 2018, the mortgage loan was modified to extend the maturity date to May 29, 2018. The 2067-2073 Coney Island Avenue property was sold on May 1, 2018 and the loan was repaid in full at closing.capital.

Cash Flows

Our level of liquidity based upon cash and cash equivalents decreased by approximately $210.5$6.7 million from $241.0$17.8 million at December 31, 20172018 to $30.5$11.1 million at June 30, 2018.2019.

The common stockholdersholders 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 2018,2019, and, in accordance with the Liquidation Plan, no further acquisitions are expected.

We had no sources ofnon-operating cash flow for the six months ended June 30, 2019.

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

Our primary sources ofnon-operating cash flow for the six months ended June 30, 2018 include:

NEW YORK REIT LIQUIDATING LLC

JUNE 30, 2019

Our primary uses ofnon-operating cash flow for the six months ended June 30, 2018 include:

We did not have any sources ofnon-operating cash flow for the six months ended June 30, 2017.

Our primary uses ofnon-operating cash flow for the six months ended June 30, 2017 include:

NEW YORK REIT, INC.

June 30, 2018

Contractual Obligations

We did not have any contractual debt or lease obligations as of June 30, 2018.2019.

Lease Obligations

We entered into a ground lease agreement with the owner of the land parcel at the Viceroy Hotel. The following table reflects the minimum base cash rental payments due from us over the next five years and thereafter under this arrangement. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes, among other items. The rent payments under the ground lease with respect to the leasehold interest will be paid by the purchaser following the sale of the Viceroy Hotel.

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JuneJUNE 30, 2018

NEW YORK REIT LIQUIDATING LLC

JUNE 30, 2019

Significant Accounting Estimates and Critical Accounting Policies

Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our consolidated financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. Prior to the adoption of the Liquidation Plan, our most sensitive estimates involved the allocation of the purchase price of acquired properties, evaluating our real estate investments for impairment, and valuing our OP and LTIP units. 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.

Revenue Recognition

Under liquidation accounting, we have accrued all income that we expectexpected to earn through the end of liquidation to the extent we havehad a reasonable basis for estimation. Revenues were accrued based on contractual amounts due under the leases in place over the estimated hold period of each asset. These amounts arewere classified in liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets.

In accordance with liquidation accounting, as of January 1, 2017, tenant and other receivables were adjusted to their net realizable values. We continually review tenant and other receivables to determine collectability. Any changes in the collectability of the receivables is reflected in the net realizable value of the receivable.

We own certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. Contingent rental income is not contemplated under liquidation accounting unless we have a reasonable basis to estimate future receipts.

Investments in Real Estate

As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represents the estimated amount of cash we expect to collect on the disposal of our assets as we carry out our Liquidation Plan. The liquidation value of our investments in real estate are presented on an undiscounted basis. Estimated costs to dispose of these assets are presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in our undiscounted net assets in liquidation.

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The liquidation value of real estate investments is determined by considering projected operating cash flows, sales of comparable assets, if any, and replacement costs among other measures. The methods used to estimate the fair value of real estate investments include the discounted cash flow method, sales approach and/or third party information such as appraisals and sale offers to the extent available.

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, 20182019 is based on a value of the property consistent with the value of the property as a resultat the time of the recent sale of our 48.7% interest in Worldwide Plaza.

Derivative Instruments

We used derivative financial instruments to hedge the interest rate risk associated with a portion of our borrowings. The principal objective of such agreements is to minimize the risks and costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. As of June 30, 2018, we did not hold any derivative instruments.

Prior to the adoption of the Liquidation Plan, all derivatives were carried on the balance sheet at fair value. The accounting for changesPlaza in the fair value of derivatives depended on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.

If we designated a qualifying derivative as a hedge, changes in the value of the derivative were reflected in accumulated other comprehensive income (loss) on the accompanying consolidated balance sheet. If a derivative did not qualify as a hedge, or if we did not elect to apply hedge accounting, changes in the value of the derivative were reflected in other income (loss) on the accompanying consolidated statement of operations and comprehensive income (loss).October 2017.

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, 2018,2019, we did nothad $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 any contractual debt obligations.no impact on interest due on the notes.

NEW YORK REIT, INC.

June 30, 2018

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, 20182019 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 inRules 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 March 31, 2018.June 30, 2019.

NEW YORK REIT LIQUIDATING LLC

JUNE 30, 2019

Other Matters

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

NEW YORK REIT LIQUIDATING LLC

JUNE 30, 2019

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

The information related to litigation and regulatory matters contained in Note 118 — Commitments and Contingencies of our notes to the consolidated financial statements included in this Quarterly Report on Form10-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 Form10-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 Form10-K for the year ended December 31, 2017.2018.

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 (following the signatures section of this report) are included, or incorporated by reference, in this Quarterly Report on Form10-Q.

NEW YORK REIT, INC.

EXHIBIT INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form10-Q for the quarter ended June 30, 20182019 (and are numbered in accordance with Item 601 of RegulationS-K).

* Filed herewith