NY REIT Liquidating's Net Assets Plummet 64% Amid Distributions

TL;DR

NY REIT Liquidating is almost done, but don't expect much more from the Worldwide Plaza asset; the big payout already happened.

AI Summary

New York REIT Liquidating LLC reported a significant decrease in net assets in liquidation, falling from $114.463 million as of December 31, 2024, to $40.888 million as of June 30, 2025. This 64.3% reduction was primarily driven by liquidating distributions to unitholders totaling $69.686 million during the six months ended June 30, 2025. The company's sole remaining significant asset is a 50.1% equity interest in WWP, which owns Worldwide Plaza, valued at $28.774 million as of June 30, 2025, a slight increase from $28.366 million at December 31, 2024. Cash and cash equivalents surged from $1.042 million to $16.725 million, while restricted cash, previously $90.693 million, was fully utilized. The company operates under a liquidation plan, with an estimated liquidation period ending June 30, 2026, though the term may be extended to December 31, 2025, or later by the Board of Managers. The estimated value of Worldwide Plaza is currently less than its outstanding debt, meaning the investment's carrying value reflects only the company's share of undistributed cash at the joint venture.

Why It Matters

This filing signals the near-final stages of New York REIT Liquidating LLC's wind-down, with a substantial $69.686 million distribution to unitholders. For investors, this means the realization of value from their Units, though the illiquid nature of these Units post-NYSE delisting limits their ability to trade. The company's reliance on a single asset, Worldwide Plaza, and its estimated value being below outstanding debt, highlights the limited remaining upside and the inherent risks in the final liquidation phase. Competitively, this exit removes a player from the REIT landscape, albeit one in liquidation, and its remaining asset's performance will be critical for final unitholder returns.

Risk Assessment

Risk Level: high — The risk level is high due to the inherent uncertainties of a liquidation process, as explicitly stated: 'it is impossible to predict the timing or aggregate amount which will be ultimately distributed to unitholders.' Furthermore, the company's sole remaining significant asset, Worldwide Plaza, has an 'estimated value... less than the outstanding debt balance on the property,' indicating potential for minimal or no further distributions from this asset.

Analyst Insight

Investors should recognize that the majority of value realization has likely occurred with the $69.686 million distribution. Given the illiquid nature of the Units and the low estimated value of the remaining asset relative to its debt, investors should not anticipate significant further returns and consider their investment largely concluded.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

$45.499M

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$16.725M

revenue Growth

N/A

Key Numbers

• $40.888M — Net assets in liquidation (Decreased from $114.463M at Dec 31, 2024, representing a 64.3% decline)
• $69.686M — Liquidating distributions (Paid to unitholders during the six months ended June 30, 2025)
• $28.774M — Investment in Worldwide Plaza (Sole significant asset, increased slightly from $28.366M at Dec 31, 2024)
• $16.725M — Cash and cash equivalents (Significant increase from $1.042M at Dec 31, 2024)
• 62.8% — Worldwide Plaza occupancy (As of June 30, 2025)
• 16,791,769 — Units outstanding (As of August 12, 2025)
• June 30, 2026 — Projected liquidation period end (Current estimate for the company's wind-down)

Key Players & Entities

• New York REIT Liquidating LLC (company) — Registrant and successor entity
• Worldwide Plaza (company) — Sole remaining property-related asset, 50.1% equity interest
• Winthrop REIT Advisors, LLC (company) — Administers all advisory duties since March 8, 2017
• $114.463 million (dollar_amount) — Net assets in liquidation as of December 31, 2024
• $40.888 million (dollar_amount) — Net assets in liquidation as of June 30, 2025
• $69.686 million (dollar_amount) — Liquidating distributions to unitholders for the six months ended June 30, 2025
• $28.774 million (dollar_amount) — Investment in unconsolidated joint venture (Worldwide Plaza) as of June 30, 2025
• $16.725 million (dollar_amount) — Cash and cash equivalents as of June 30, 2025
• $90.693 million (dollar_amount) — Restricted cash as of December 31, 2024
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Uncertainty of Liquidation Distributions [high — financial]: The company is operating under a liquidation plan with an estimated end date of June 30, 2026, which may be extended. The timing and aggregate amount of future distributions to unitholders are uncertain, making it impossible to predict the final payout. The carrying value of the sole significant asset, Worldwide Plaza, is less than its outstanding debt, meaning the investment's value reflects only the company's share of undistributed cash at the joint venture.
• Valuation of Worldwide Plaza Investment [medium — financial]: The company's investment in Worldwide Plaza is valued at $28.774 million as of June 30, 2025. This valuation is based on estimated cash flow projections and market information. However, the estimated value of Worldwide Plaza is currently less than its outstanding debt, impacting the carrying value of the investment to only the company's share of undistributed cash at the joint venture.
• Dependence on Single Asset [high — operational]: The company's sole remaining significant asset is its 50.1% equity interest in WWP, which owns Worldwide Plaza. The liquidation process and the ultimate realization of value are entirely dependent on the performance and eventual sale of this single asset.
• Utilization of Restricted Cash [medium — financial]: As of June 30, 2025, the company has fully utilized its $90.693 million in restricted cash that was held at December 31, 2024. This cash was reserved for potential capital improvements or liquidating distributions, and its absence impacts the company's liquidity for future distributions.
• Liquidation Plan Extension Risk [medium — operational]: The Board of Managers has the discretion to extend the liquidation period beyond the current estimate of June 30, 2026, potentially to December 31, 2025, or later. Extended liquidation periods can lead to increased holding costs and uncertainty for unitholders.

Industry Context

New York REIT Liquidating LLC operates within the real estate investment sector, specifically focused on a single, large commercial property, Worldwide Plaza. The broader commercial real estate market is influenced by factors such as interest rates, economic growth, tenant demand, and property valuations. Companies in this space, especially those in liquidation, face challenges in realizing optimal asset values amidst market fluctuations and the costs associated with property management and disposition.

Regulatory Implications

As a company undergoing liquidation, New York REIT Liquidating LLC must adhere to specific regulatory requirements related to financial reporting, particularly under the liquidation basis of accounting. Compliance with SEC filings (like this 10-Q) is crucial. Furthermore, the company's operations and distributions are subject to its operating agreement and state laws governing limited liability companies and liquidations.

What Investors Should Do

1. Monitor liquidation progress and distribution timelines.
2. Assess the valuation and debt situation of Worldwide Plaza.
3. Evaluate the impact of extended liquidation periods.

Key Dates

• 2025-06-30: End of reporting period for the 10-Q — Provides the latest financial snapshot of the company's net assets in liquidation and its sole remaining investment.
• 2025-06-30: Projected liquidation period end — This is the current estimated date for the company's wind-down, though it is subject to extension.
• 2024-12-26: Board of Managers extended the term of the Company — Extended the company's existence until the earlier of full distribution of assets or December 31, 2025, with potential for further extension.
• 2024-12-31: Previous reporting period end — Established the baseline for net assets in liquidation ($114.463M) and the significant amount of restricted cash ($90.693M) before the current period's distributions.

Glossary

Net assets in liquidation

The total value of assets minus liabilities, specifically calculated on a liquidation basis, reflecting the net realizable value of assets expected to be distributed to owners. (This is the primary metric for tracking the company's progress towards winding down its operations and distributing remaining value to unitholders.)

Liquidation Basis of Accounting

An accounting basis used when an entity is expected to liquidate, focusing on the net realizable value of assets and the estimated costs to wind down operations. (The company is operating under this basis, meaning its financial statements reflect assets and liabilities at their estimated liquidation values, not historical cost.)

Unconsolidated Joint Venture

An investment in another entity where the company does not have control but shares in ownership and operations, accounted for using equity methods or, in this case, at liquidation value. (The company's sole significant asset is its investment in WWP Holdings LLC (Worldwide Plaza), which is treated as an unconsolidated joint venture.)

Variable Interest Entity (VIE)

An entity where the equity investors lack sufficient voting power or capital to absorb losses, and where another party (the primary beneficiary) consolidates the entity. (The company evaluates its relationships to determine if it has variable interests in VIEs and consolidates them if it is the primary beneficiary, though no consolidated VIEs were present as of the reporting dates.)

Units

The membership interests in New York REIT Liquidating LLC, which replaced the common stock of its predecessor. Units are not publicly traded and are generally transferable only by operation of law. (Unitholders can only realize value through distributions made by the company, as the units themselves are not liquid.)

Year-Over-Year Comparison

Compared to the prior period ending December 31, 2024, New York REIT Liquidating LLC has experienced a dramatic decrease in net assets in liquidation, falling by 64.3% from $114.463 million to $40.888 million. This reduction is primarily due to $69.686 million in liquidating distributions paid to unitholders. Concurrently, restricted cash has been fully utilized, dropping from $90.693 million to zero, while cash and cash equivalents have significantly increased from $1.042 million to $16.725 million, reflecting the deployment of previously held reserves.

Filing Documents

• ck0001474464-20250630.htm (10-Q) — 758KB
• ck0001474464-ex31_1.htm (EX-31.1) — 19KB
• ck0001474464-ex32_1.htm (EX-32.1) — 14KB
• 0000950170-25-107967.txt ( ) — 3981KB
• ck0001474464-20250630.xsd (EX-101.SCH) — 635KB
• ck0001474464-20250630_htm.xml (XML) — 660KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1.

Financial Statements (unaudited)

Financial Statements (unaudited) Consolidated Statements of Net Assets (Liquidation Basis) as of June 30, 2025 and December 31, 2024 1 Consolidated Statements of Changes in Net Assets (Liquidation Basis) for the Three And Six Months Ended June 30, 2025 and June 30, 2024 2

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements 3 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 20 Item 4.

Controls and Procedures

Controls and Procedures 20

- OTHER INFORMATION

PART II - OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 21 Item 1A.

Risk Factors

Risk Factors 22 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3. Defaults Upon Senior Securities 23 Item 4. Mine Safety Disclosures 23 Item 5. Other Information 23 Item 6. Exhibits 23

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Unaudited Condensed Consolidated Financial Statements

Item 1. Unaudited Condensed Consolidated Financial Statements NEW YORK REIT LIQUIDATING LLC FORM 10-Q JUNE 30, 2025 CONSOLIDATED STATE MENTS OF NET ASSETS ( Liquidation Basis ) (Unaudited, in thousands) June 30, 2025 December 31, 2024 Assets Investment in unconsolidated joint venture $ 28,774 $ 28,366 Cash and cash equivalents 16,725 1,042 Restricted cash — 90,693 Total Assets 45,499 120,101 Liabilities Liability for estimated costs in excess of estimated receipts during liquidation 3,180 2,848 Accounts payable, accrued expenses and other liabilities 1,431 2,790 Total Liabilities 4,611 5,638 Commitments and Contingencies Net assets in liquidation $ 40,888 $ 114,463 The accompanying notes are an integral part of these unaudited consolidated financial statements. 1 NEW YORK REIT LIQUIDATING LLC FORM 10-Q JUNE 30, 2025 CONSOLIDATED S TATEMENTS OF CHANGES IN NET ASSETS (Liquidation Basis) (Unaudited, in thousands) Three Months Ended Six Months Ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Net assets in liquidation, beginning of period $ 41,987 $ 120,157 $ 114,463 $ 123,048 Changes in net assets in liquidation: Changes in liquidation value of investment in unconsolidated joint venture 186 334 408 629 Remeasurement of assets and liabilities ( 1,285 ) ( 1,790 ) ( 4,297 ) ( 4,976 ) Net changes in liquidation value ( 1,099 ) ( 1,456 ) ( 3,889 ) ( 4,347 ) Liquidating distributions to unitholders — — ( 69,686 ) — Changes in net assets in liquidation ( 1,099 ) ( 1,456 ) ( 73,575 ) ( 4,347 ) Net assets in liquidation, end of period $ 40,888 $ 118,701 $ 40,888 $ 118,701 The accompanying notes are an integral part of these unaudited consolidated financial statements. 2 NEW YORK REIT LIQUIDATING LLC NOTE S TO CONSOLIDATED FINANCIAL STATEMENTS J

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2025 (unaudited) books were closed as of 4:00 p.m. (Eastern Time) on such date. At the effective time of the conversion, each outstanding share of common stock of the Predecessor was converted into one unit of common membership interest in the Company (a "Unit"), and holders of shares of the Predecessor's common stock automatically received one Unit (which Unit was in book entry form) for each share of the common stock held by such stockholder. Unlike shares of the Predecessor's common stock, which, in addition to being listed on the NYSE, were freely transferable, Units are not listed for trading and generally are not transferable except by will, intestate succession or operation of law. Therefore, the holders of Units do not have the ability to realize any value from these interests except from distributions made by the Company, the timing of which will be solely in the discretion of the Board of Managers. 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 b

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2025 (unaudited) generally accepted that the period of time to assume a reasonable basis for estimation would not exceed one year from the reporting date. As such, our current projected liquidation period ends on June 30, 2026. 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, including litigation costs. Revenues are based on current interest rate assumptions. These amounts are classified as a net asset for estimated receipts in excess of estimated costs 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, 2025 and December 31, 2024 are included in accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Net Assets. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and consolidated joint venture arrangements in which the Company has controlling financial interests, either through voting or similar rights or by means other than voting rights if the Company is the primary beneficiary of a variable interest entity ("VIE"). The portions of any consolidated joint venture arrangements not owned by the Company would be presented as noncontrolling interests. There were no consolidated joint venture arrangements at June 30, 2025 and December 31, 2024. All inter-company accounts and transactions have been eliminated in consolidation. The Company evaluates its relationships and investments to determine if it ha

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2025 (unaudited) The investment in the 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, 2025 and December 31, 2024 includes the Company's proportionate share in Worldwide Plaza's net assets which include a property value based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information and assumptions regarding capital expenditures. As of June 30, 2025 and December 31, 2024 , the Company's estimated value of Worldwide Plaza is less than the outstanding debt balance on the property and therefore the carrying value of the Company's investment in the joint venture represents the Company's share of the undistributed cash held at the joint venture. While the actual timing of sale has not yet been determined and is subject to future events and uncertainties, the Company utilizes a one-year hold in accordance with liquidation accounting. Restricted Cash At June 30, 2025 , the Company did no t have restricted cash. At December 31, 2024 , management included in restricted cash $ 90.7 million which had been reserved either for potential capital improvement work at Worldwide Plaza, should the Company elect to contribute, or to be paid as a liquidating distribution to unitholders. Cash and Cash Equivalents The Company deposits cash with high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2025 (unaudited) for operating expenses, interest earned on cash and cash equivalents and restricted cash 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, 2025 and December 31, 2024, the Company accrued the following net receipts/(costs) expected to be incurred during liquidation (in thousands): June 30, 2025 December 31, 2024 Interest income $ 558 $ 960 General and administrative expenses ( 3,738 ) ( 3,808 ) Total liability for estimated costs in excess of estimated receipts during liquidation $ ( 3,180 ) $ ( 2,848 ) The change in estimated costs and estimated receipts during liquidation for the six months ended June 30, 2025 and 2024 is as follows (in thousands): January 1, 2025 Net Change in Working Capital (1) Remeasurement of Assets and Liabilities June 30, 2025 Assets: Estimated inflows of interest income $ 960 $ ( 1,027 ) $ 625 $ 558 Liabilities: General and administrative expenses ( 3,808 ) 4,992 ( 4,922 ) ( 3,738 ) Total liability for estimated costs in excess of estimated receipts during liquidation $ ( 2,848 ) $ 3,965 $ ( 4,297 ) $ ( 3,180 ) January 1, 2024 Net Change in Working Capital (1) Remeasurement of Assets and Liabilities June 30, 2024 Assets: Estimated inflows of interest income $ 4,750 $ ( 2,503 ) $ 2,288 $ 4,535 Liabilities: General and administrative expenses ( 3,268 ) 7,052 ( 7,264 ) ( 3,480 ) Total asset for estimated receipts in excess of estimated costs during liquidation $ 1,482 $ 4,549 $ ( 4,976 ) $ 1,055 (1) Represents changes in cash, restricted cash, accounts receivable, accounts payable and accrued expenses as a result of the Company's operating activities for the six months ended Ju

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2025 (unaudited) Net assets in liquidation decreased by $ 1.5 million during the three months ended June 30, 2024 . The decrease was primarily due to a $ 1.8 million net decrease due to a remeasurement of estimated receipts and costs primarily related to an increase of legal fees. The decrease was offset by an increase of $ 0.3 million in the estimated liquidation value of the Company's investment in Worldwide Plaza resulting from interest earned on undistributed funds held at the joint venture. Net assets in liquidation decreased by $ 4.3 million during the six months ended June 30, 2024 . The decrease was primarily due to a $ 5.0 million net decrease due to a remeasurement of estimated receipts and costs primarily related to an increase of legal fees. The decrease was offset by an increase of $ 0.6 million in the estimated liquidation value of the Company's investment in Worldwide Plaza resulting from interest earned on undistributed funds held at the joint venture. The net assets in liquidation at June 30, 2025, presented on an undiscounted basis, include the Company's proportionate share in Worldwide Plaza's net assets which include a property value based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information. The estimated cash flow projections, which include minimal future capital investment, were negatively impacted by elevated interest rates which affected projections o

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