December 31, 2019 June 30, 2019

Distributions related to unresolved claims and uncashed distribution checks, restricted by the Company $ 1,734 $ 1,810

Fair Funds, legally restricted for distribution 1,237 1,237

Other - 317

Total restricted cash $ 2,971 $ 3,364

5)	Other Assets

The Company’s other assets as of September 30, 2021, with comparative information as of June 30, 2021, are as follows ($ in thousands) (unaudited):

	September 30, 2021		June 30, 2021

Escrow receivables ^(a)	$	2,607	$	2,500
Forfeited Assets (Note 7)		1,549		1,549
Settlement installment receivables, net ^(b)		1,021		1,014
Other		419		410
Total other assets	$	5,596	$	5,473

(a) Escrow holdbacks relating to 1 single-family home that was sold during the three months ended September 30, 2021 and 1 single-family home sold prior to June 30, 2021, respectively. Amounts are to be released upon the completion of construction and/or obtaining a certificate of occupancy.

10(b) The allowance for uncollectible settlement installment receivables was approximately $6,000 and $9,000 as of September 30, 2021 and June 30, 2021, respectively.

~~Index~~Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

~~Notes to Consolidated Financial Statements~~For the Three Months Ended September 30, 2021 and 2020

(Unaudited)

~~As of December 31, 2019~~

~~(Unaudited~~)

~~Other Assets~~

~~The Company’s other assets as of December 31, 2019, with comparative information as of June 30, 2019, are as follows ($ in thousands):~~

December 31, 2019 June 30, 2019

Insurance claim receivable $ 1,900 $ 1,900

Settlement installments receivable 988 518

Other 708 18

Total other assets $ 3,596 $ 2,436

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 1.~~

~~Financial Statements (Continued)~~

~~Woodbridge Liquidation Trust and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~As of December 31, 2019~~

~~(Unaudited~~)

Accrued Liquidation Costs

The following is a summary of the items included in accrued liquidation costs as of ~~December 31, 2019,~~September 30, 2021, with comparative information as of June 30, ~~2019~~2021 ($ in thousands) (unaudited):

	September 30, 2021			June 30, 2021
Development costs:
Construction costs	$	18,769		$	23,480
Construction warranty		2,870			2,870
Indirect costs		568			712
Bond refunds		(989	)		(1,134	)
Total development costs		21,218			25,928

Holding costs:
Property tax		1,727			1,901
Insurance		994			1,291
Maintenance, utilities and other		746			1,000
Total holding costs		3,467			4,192

General and administrative costs:
Legal and other professional fees		14,804			17,697
Payroll and payroll-related		9,646			10,432
Directors and officers insurance		2,576			2,576
State, local and other taxes		2,206			2,217
Board fees and expenses		1,363			1,558
Other		768			983
Total general and administrative costs		31,363			35,463

Total accrued liquidation costs	$	56,048		$	65,583

7)	Forfeited Assets - Restricted for Qualifying Victims

December 31, 2019 June 30, 2019
Development costs:
Construction costs $ 86,939 $ 115,947
Construction warranty 2,870 3,955
Indirect costs 1,371 2,112
Bond refunds (1,511 ) (2,152 )
Total development costs 89,669 119,862

Holding costs:
Property tax 4,884 6,087
Insurance 2,714 6,345
Maintenance, utilities and other 2,284 2,508
Total holding costs 9,882 14,940

General and administrative costs:
Legal and other professional fees 18,531 26,550
Payroll and payroll related 11,980 13,757
Board fees and expenses 3,403 3,995
State, local and other taxes 3,207 6,062
Marketing 1,403 1,583
Other 3,200 3,499
Total general and administrative costs 41,724 55,446

Total accrued liquidation costs $ 141,275 $ 190,248

The Trust entered into a resolution agreement with the DOJ which provided that the Trust would receive the assets forfeited (the "Forfeited Assets") by Robert and Jeri Shapiro. The agreement provides for the release of specified Forfeited Assets by the DOJ to the Trust and for the Trust to liquidate those assets and distribute the net sale proceeds to Qualifying Victims. Qualifying Victims include the vast majority of Trust beneficiaries (specifically, all former holders of allowed Class 3 and 5 claims and their permitted assigns), but do not include former holders of Class 4 claims. Distributions to Qualifying Victims are allocated pro-rata based on their net allowed claims without considering the (i) 5% enhancement for contributing their causes of action and (ii) 72.5% Class 5 coefficient.

129

~~Index~~Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended September 30, 2021 and 2020

(Unaudited)

In March 2021, the Trust received certain Forfeited Assets from the DOJ, including cash, wine, jewelry, handbags, clothing, shoes, art, gold and other assets. The Forfeited Assets included in the Company’s September 30, 2021 and June 30, 2021 consolidated financial statements are as follows ($ in thousands) (unaudited):

	September 30, 2021			June 30, 2021

Restricted cash (Note 4)	$	1,817		$	1,836
Other assets (Note 5)		1,549			1,549
Accrued liquidation costs		(199	)		(218	)
Net assets in liquidation - restricted for Qualifying Victims	$	3,167		$	3,167

~~Notes to Consolidated Financial Statements~~

~~As of December 31, 2019~~

~~(Unaudited~~)

7)8)

Net Change In Assets and Liabilities

Restricted for Qualifying Victims:

The following is a summary of the change in the carrying value of assets and liabilities, net during the three months ended September 30, 2021 ($ in thousands) (unaudited):

	Cash Activities			Remeasure- ment		Total

Real estate assets held for sale, net	$	0		$	0	$	0
Cash and cash equivalents		0			0		0
Restricted cash		(19	)		0		(19	)
Other assets		0			0		0
Total assets	$	(19	)	$	0	$	(19	)

Accounts payable and accrued liabilities	$	0		$	0	$	0
Accrued liquidation costs		(19	)		0		(19	)
Total liabilities	$	(19	)	$	0	$	(19	)

Change in carrying value of assets and liabilities, net	$	0		$	0	$	0

There was no activity relating to net assets restricted for Qualifying Victims during the three months ended September 30, 2020.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended September 30, 2021 and 2020

(Unaudited)

All Interestholders

The following provides details of the ~~net~~ change in the carrying value of assets and liabilities, net during the three months ended ~~December 31, 2019~~September 30, 2021 ($ in thousands)(unaudited):

	Cash Activities			Remeasure- ment			Total

Real estate assets held for sale, net	$	(42,454	)	$	2,965		$	(39,489	)
Cash and cash equivalents		34,803			0			34,803
Restricted cash		0			0			0
Other assets		(700	)		823			123
Total assets	$	(8,351	)	$	3,788		$	(4,563	)

Accounts payable and accrued liabilities	$	0		$	49		$	49
Accrued liquidation costs		(8,723	)		(793	)		(9,516	)
Total liabilities	$	(8,723	)	$	(744	)	$	(9,467	)

Change in carrying value of assets and liabilities, net	$	372		$	4,532		$	4,904

The following provides details of the distributions (declared) reversed, net during the three months ended September 30, 2021 ($ in thousands) (unaudited):

Distributions declared	$	0
Distributions reversed		99
Distributions (declared) reversed, net	$	99

Distributions payable decreased by approximately $137,000 during the three months ended September 30, 2021.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended September 30, 2021 and 2020

(Unaudited)

The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended September 30, 2020 ($ in thousands) (unaudited):


	Cash Activities			Remeasure- ment			Total

Real estate assets held for sale, net	$	(33,492	)	$	(11,917	)	$	(45,409	)
Cash and cash equivalents		26,341			0			26,341
Restricted cash		688			0			688
Other assets		(588	)		85			(503	)
Total assets	$	(7,051	)	$	(11,832	)	$	(18,883	)

Accounts payable and accrued liabilities	$	(496	)	$	362		$	(134	)
Accrued liquidation costs		(12,689	)		(11,143	)		(23,832	)
Total liabilities	$	(13,185	)	$	(10,781	)	$	(23,966	)

Change in carrying value of assets and liabilities, net	$	6,134		$	(1,051	)	$	5,083

Cash
Activities

Remeasure-
ment
Total

Real estate assets, net $ (82,967 ) $ (7,040 ) $ (90,007 )

Cash 61,843 - 61,843

Restricted cash (358 ) - (358 )

Other assets (968 ) 1,950 982

Total assets $ (22,450 ) $ (5,090 ) $ (27,540 )

Accounts payable and accrued liabilities $ (365 ) $ 117 $ (248 )

Accrued liquidation costs (25,839 ) (2,413 ) (28,252 )

Total liabilities $ (26,204 ) $ (2,296 ) $ (28,500 )

Change in carrying value of assets and liabilities, net $ 3,754 $ (2,794 ) $ 960
The following provides details of the distributions (declared) reversed, net during the three months ended September 30, 2020 ($ in thousands) (unaudited):

Distributions declared	$	(29,969	)
Distributions reversed		92
Distributions declared, net	$	(29,877	)

Distributions payable increased by approximately $692,000 during the three months ended September 30, 2020.

9)	Credit Agreement

On June 19, 2020, 2 wholly-owned subsidiaries of the Wind-Down Entity entered into a $25,000,000 revolving line of credit (the "LOC") with a financial institution. The LOC had an original maturity of June 19, 2022. The LOC requires the borrowers to establish an interest reserve of $1,750,000 (Note 4), which is to be used to pay the potential monthly interest payments. Outstanding borrowings bear interest at a fixed rate of 3.50% per annum. Indebtedness under the LOC was secured by a deed of trust on one property, the personal property associated therewith and the interest reserve. The Wind-Down Entity is the guarantor of the LOC. The Company is required to keep a cash balance of $20,000,000 on deposit with the lender in order to avoid a non-compliance fee of 2% of the shortfall in the required deposit and is required to comply with various covenants.

The property that was collateral for the LOC was sold in December 2020. The LOC agreement provides that the borrower has 60 days after the sale of the collateral to add borrower(s) and additional property(ies) as collateral. During the 60-day period, the available borrowings under the LOC were reduced to $100,000. On February 11, 2021, the LOC was amended. NaN additional wholly owned subsidiaries of the Wind-Down Entity were joined to the LOC as co-borrowers and 2 properties were added as replacement collateral as allowed for in the original agreement. As a result of this amendment, the available borrowing commitment was adjusted back up to $25,000,000. The maturity date of the LOC was changed to January 31, 2023 with an option to extend for one additional year, subject to the availability of collateral. There were no other significant changes to the LOC.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended September 30, 2021 and 2020

(Unaudited)

As of September 30, 2021, the Company was in compliance with the financial covenants of the LOC. NaN amounts were outstanding under the LOC as of September 30, 2021 or June 30, 2021.

10)	Beneficial Interests

The following table summarizes the Liquidation Trust Interests (rounded) for the three months ended September 30, 2021 and 2020 (unaudited):

	For the Three Months Ended September 30,
	2021						2020
Liquidation Trust Interests	Class A			Class B			Class A			Class B

Outstanding at beginning of period		11,512,855			675,784			11,518,232			675,558
Allowed claims		302			0			3,319			1,133
5% enhancement for certain allowed claims		0			0			166			56
Settlement of claims by cancelling Liquidation
Trust Interests		(1,392	)		(167	)		(2,267	)		(435	)
Outstanding at end of period		11,511,765			675,617			11,519,450			676,312

Of the 11,511,765 Class A Interests outstanding at September 30, 2021, 11,436,286 are held by Qualifying Victims (Note 7).

At the Plan Effective Date, certain claims were disputed. As those disputed claims are resolved, additional Class A and (if applicable) Class B Interests are issued on account of allowed claims or Class A and (if applicable) Class B Interests are cancelled. No Class A or Class B Interests are issued on account of disallowed claims. The following table summarizes the unresolved claims against the Debtors as they relate to Liquidation Trust Interests (rounded) for the three months ended September 30, 2021 and 2020 (unaudited):

	For the Three Months Ended September 30,
	2021					2020
Liquidation Trust Interests	Class A			Class B		Class A			Class B

Reserved for unresolved claims at beginning of period		124,609			5,011		193,559			7,118
Allowed claims		(302	)		0		(3,319	)		(1,133	)
5% enhancement for certain allowed claims		0			0		(16	)		0
Disallowed claims		(3,146	)		0		(7,115	)		(342	)
Reserved for unresolved claims at end of period		121,161			5,011		183,109			5,643

Of the 121,161 Class A Interests relating to unresolved claims at September 30, 2021, 22,183 would be held by Qualifying Victims (Note 7).

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended September 30, 2021 and 2020

(Unaudited)

11)	Distributions

The Plan provides for a distribution waterfall that specifies the priority and manner of distribution of available cash, excluding distributions of the net sales proceeds from Forfeited Assets. Distributions are to be made (a) to the Class A Interests until they have received distributions of $75.00 per Class A Interest; thereafter (b) to the Class B Interests until they have received distributions of $75.00 per Class B Interest; thereafter (c) to each Liquidation Trust Interest (whether a Class A or Class B Interest) until the aggregate of all distributions made pursuant to this clause equals an amount equivalent to interest, at a per annum fixed rate of 10%, compounded annually, accrued on the aggregate principal amount of all Net Note Claims, Allowed General Unsecured Claims and Net Unit Claims, all as defined in the Plan, treating each distribution pursuant to (a) and (b) above as reductions of such principal amount; and thereafter (d) to the holders of Allowed Subordinated Claims, as defined in the Plan, until such claims are paid in full, including interest, at a per annum fixed rate of 10% or such higher rate as may be agreed to, as provided for in the Plan, compounded annually, accrued on the principal amount of each Allowed Subordinated Claim.

During the three months ended September 30, 2021, there were 0 distributions declared. During the three months ended September 30, 2020, a distribution in the amount of approximately $29,934,000 was declared which represented $2.56 per Class A Interest. The distribution included (i) a cash distribution on account of then-allowed claims in the amount of approximately $29,201,000, which was paid on July 16, 2020 and (ii) a deposit of approximately $733,000 into a restricted cash account, which was made on August 25, 2020, for amounts (a) payable for Class A Interests that may be issued in the future upon the allowance of unresolved claims; (b) in respect of Class A Interests issued on account of recently allowed claims; (c) for holders of Class A Interests who failed to cash distribution checks mailed in respect of prior distributions; (d) for distributions that were withheld due to pending avoidance actions; and (e) for holders of Class A Interests for which the Trust is waiting for further beneficiary information.

During the three months ended September 30, 2021 and 2020, as (a) claims were resolved, (b) claims were recently allowed, (c) addresses for holders of uncashed distribution checks were obtained, (d) pending avoidance actions were resolved and (e) further beneficiary information was received, distributions of approximately $38,000 and $73,000, respectively, were paid to holders of Class A Interests from the restricted cash account and distributions payable were reduced by the same amount.

During the three months ended September 30, 2021 and 2020, as a result of claims being disallowed ~~during the three months ended December 31, 2019~~or Class A Interests being cancelled, approximately ~~$41,000 was~~$99,000 and $92,000, respectively, were released from the restricted cash account and distributions payable were reduced by the same amount.

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 1.~~

~~Financial Statements (Continued)~~

~~Woodbridge Liquidation Trust and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~As of December 31, 2019~~

~~(Unaudited~~)

~~The following provides details of the net change in assets and liabilities during the six months ended December 31, 2019 ($ in thousands):~~

Cash
Activities

Remeasure-
ment
Total

Real estate assets, net $ (103,929 ) $ (5,251 ) $ (109,180 )

Cash 63,832 - 63,832

Restricted cash (394 ) - (394 )

Other assets (1,396 ) 2,556 1,160

Total assets $ (41,887 ) $ (2,695 ) $ (44,582 )

Accounts payable and accrued liabilities $ (370 ) $ 226 $ (144 )

Accrued liquidation costs (46,231 ) (2,742 ) (48,973 )

Total liabilities $ (46,601 ) $ (2,516 ) $ (49,117 )

Change in carrying value of assets and liabilities, net $ 4,714 $ (179 ) $ 4,535

As a result of claims being disallowed, during the six months ended December 31, 2019 approximately $77,000 was released from the restricted cash account and distributions payable were reduced by the same amount.

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 1.~~

~~Financial Statements (Continued)~~

~~Woodbridge Liquidation Trust and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~As of December 31, 2019~~

~~(Unaudited~~)

~~Revolving Line of Credit~~

WB Propco, LLC, a subsidiary of the Wind-Down Entity is the borrower under a $21,985,000 revolving line of credit (LOC) with a financial institution. The Wind-Down Entity is a guarantor under the LOC. The LOC matures on May 1, 2020. Outstanding borrowings bear interest at the prime rate (the prime rate was 4.75% at December 31, 2019), provided however, that the interest rate can never be lower than 5.25% per annum. The interest rate is adjusted monthly. The carrying value of the collateral for the LOC was approximately $100,000,000 at December 31, 2019. As of December 31, 2019, WB Propco, LLC was in compliance with the financial covenants of the LOC.

~~No amounts were outstanding under the LOC as of December 31, 2019.~~

~~Beneficial Interests~~

~~The following table summarizes the Liquidation Trust Interests (rounded) as of June 30, 2019 and December 31, 2019:~~

Liquidation Trust Interests
Class A Class B

Outstanding at June 30, 2019 11,433,623 655,261

Allowed claims 84,855 21,334

5% enhancement for certain allowed claims 459 5

Settlement of claims by reducing Liquidation Trust Interests (2,663 ) (761 )

Outstanding at December 31, 2019 11,516,274 675,839

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 1.~~

~~Financial Statements (Continued)~~

~~Woodbridge Liquidation Trust and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~As of December 31, 2019~~

~~(Unaudited~~)

At the Plan Effective Date, certain claims were disputed. As the claims are resolved, additional Class A and Class B Interests are issued for allowed claims and no Class A and Class B Interests are issued for disallowed claims. The following table summarizes the Trust’s unresolved claims relating to Liquidation Trust Interests (rounded) as of June 30, 2019 and December 31, 2019:

Liquidation Trust Interests
Class A Class B

Reserved for unresolved claims at June 30, 2019 482,734 34,697

Allowed claims (84,855 ) (21,334 )

Disallowed claims (41,688 ) (5,406 )

Reserved for unresolved claims at December 31, 2019 356,191 7,957

~~10)~~

~~Distributions~~

~~No distributions were declared during the three or six months ended December 31, 2019.~~ During the three ~~and six~~ months ended ~~December 31, 2019, as claims were resolved, distributions of~~September 30, 2021 and 2020, approximately ~~$26,000~~$0 and ~~$670,000,~~$121,000, respectively, were ~~paid from the restricted cash account relating to the Class A Interests that were issued.~~

~~In October 2019, approximately $112,000 was~~ received from the Company’s transfer agent and others relating to distribution checks that were returned or not cashed. ~~This amount was~~These amounts were deposited into the restricted cash account and distributions payable were increased by the same amount.

~~11)~~12)

Related Party Transactions

Terry Goebel, a member of the Trust Supervisory Board, is president and a principal owner of G3 Group LA (G3), a construction firm specializing in the development of high-end luxury residences. G3 ~~Group LA~~ is owned by Terry Goebel and his son Kelly Goebel. As of ~~December 31, 2019,~~September 30, 2021, the Company iswas under contract with G3 ~~Group LA~~ for the development of ~~one~~ 1 single-family home in ~~the~~ Los Angeles, ~~area. One additional construction contract was assumed by the buyer of a single-family home in November 2019.~~California. As of ~~December 31, 2019,~~September 30, 2021 and June 30, 2021 the remaining amounts payable under ~~these contracts was~~this contract were approximately ~~$12,000,000, including payables under the contract assumed by a third party buyer in November 2019.~~ $3,105,000 and $4,391,000, respectively. During the three ~~and six~~ months ended ~~December 31, 2019,~~September 30, 2021 and 2020, approximately ~~$1,654,000~~ $1,286,000 and ~~$5,924,000,~~ $2,234,000, respectively, ~~was~~were paid by the Company to G3 related to ~~these contracts.~~this contract. See Note 15 for additional information.

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 1.~~

~~Financial Statements (Continued)~~

~~Woodbridge~~The Liquidation ~~Trust and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~As of December 31, 2019~~

~~(Unaudited~~)

~~The liquidation trustee~~Trustee of the Trust is entitled to receive 5% of the total gross amount recovered by the Trust from the pursuit of ~~Trust claims and~~the Causes of Action. During the three ~~and six~~ months ended ~~December 31, 2019,~~September 30, 2021 and 2020, approximately ~~$81,000~~ $49,000 and ~~$190,000 was~~$360,000, were accrued as amounts due to the ~~liquidation trustee,~~Liquidation Trustee, respectively. As of ~~December 31,~~September 30, 2021 and June 30, ~~2019,~~2021, approximately ~~$261,000~~ $209,000 and ~~$82,000,~~ $160,000, respectively, ~~was~~were payable to the ~~liquidation trustee. This amount is~~Liquidation Trustee. These amounts are included in accounts payable and accrued liabilities in the accompanying consolidated statements of net assets in liquidation. During the three months ended September 30, 2021 and 2020, 0 amounts were paid to the Liquidation Trustee.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended September 30, 2021 and 2020

(Unaudited)

In November 2019, the Trust entered into an arrangement with Akerman LLP, a law firm based in Miami, Florida of which the ~~liquidation trustee~~Liquidation Trustee is a partner, for the provision, at the option of the Trust on an as-needed basis, of e-discovery and related litigation support services in connection with the Trust’s prosecution of the Causes of Action. Under the arrangement, the Trust is charged for the services at scheduled rates per task which, depending on specific task, include flat rates, rates based on volume of data processed, rates based on the number of data users, the hourly rates of Akerman LLP personnel, or other rates. During the three months ended September 30, 2021 and 2020, respectively, approximately $107,000 and $104,000, respectively, were paid related to these services and there are 0 outstanding payables as of September 30, 2021 and June 30, 2021.

The executive officers of the Wind-Down Entity are entitled to a ~~discretionary~~ bonus based on the Wind-Down Entity achieving certain specified cumulative amounts of distributions to the Trust. Based on the carrying amounts of the net assets in liquidation included in the accompanying consolidated statements of net assets in liquidation, approximately ~~$3,800,000 was accrued~~ $3,040,000 were accrued as of ~~December 31,~~September 30, 2021 and June 30, ~~2019,~~2021 as the estimated amount of the bonus ~~including~~(including associated payroll ~~taxes.~~taxes). This amount is included in the payroll and payroll related costs portion of accrued liquidation costs in the accompanying consolidated ~~statements~~statement of net assets in liquidation. During the three months ended September 30, 2021 and 2020, 0 amounts were paid related to the bonuses.

13)	Causes of Action

During the three months ended September 30, 2021 and 2020, the Company recorded approximately $971,000 and $6,580,000, respectively, from the settlement of Causes of Action.

On August 6, 2021, the Trust agreed to the terms of a settlement of 2 pending actions against Comerica Bank. The terms of the settlement reached following negotiations with Comerica Bank and the plaintiffs in a putative class action against Comerica Bank in the United States Court for the Central District of California (the "District Court") are the subject of a Settlement Agreement among the plaintiffs, Comerica Bank, and the Trust (the "Settlement Agreement").

The Settlement Agreement resolves 2 actions. One of the actions, captioned In re Woodbridge Investments Litigation, Case No.2:18-cv-00103-DMG-MRW (C.D. Cal.), is a consolidated putative class action in the District Court brought on behalf of former noteholders and unitholders of the Debtors (the "California Class Action"). The California Class Action is comprised of 5 separate lawsuits filed between January 4, 2018 and April 26, 2018 and, as consolidated, asserted claims for aiding and abetting fraud, aiding and abetting breach of fiduciary duty, negligence, and violations of California’s unfair competition law. The Trust believes it is the largest member of the putative class in the California Class Action, as holder of approximately 60.9% of all claims against Comerica Bank based on the claims contributed to the Trust by former investors of the Debtors.

The other action resolved by the settlement, captioned Michael I. Goldberg as trustee for the Woodbridge Liquidation Trust v. Comerica Bank, Adv. Pro. No. 20-ap-50452-BLS (Bankr. D. Del.), is an adversary proceeding pending in the United States Bankruptcy Court for the District of Delaware, in which the Trust asserted claims against Comerica Bank for fraudulent transfers under the California Civil Code (the "Delaware Adversary Action"). The Delaware Adversary Action also incorporates the claims asserted against Comerica Bank in the California Class Action to the extent that such claims may ultimately be determined to belong to the Debtors’ estates rather than the individual former noteholders and unitholders.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

~~12)~~Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended September 30, 2021 and 2020

(Unaudited)

Under the terms of the Settlement Agreement, the California Class Action is required to be settled as a class action, subject to District Court approval, on the basis of a class defined to consist of (i) the Trust and (ii) the holders of Net Claims (as defined in the Settlement Agreement). Under the terms of the Settlement Agreement, Comerica Bank has agreed to pay (including through its insurers) an aggregate of $54.5 million, consisting of $54.2 million to settle the California Class Action (Class Payment) and $0.3 million to settle the Delaware Adversary Action (the "FT Payment"). The Class Payment is intended to provide recoveries to members of the plaintiff class and to fund, in amounts to be determined by the District Court, the legal fees of plaintiffs’ counsel in the California Class Action, not to exceed 25% of the California Class Action settlement payment, the costs of administering the settlement, and certain incentive award for class representatives. Under the Settlement Agreement, Comerica Bank (and certain related parties) is required to be released from all claims advanced, or that could have been advanced, related to the facts alleged in the California Class Action or the Delaware Adversary Action.

The settlement amount is to be paid within ten business days of the Settlement Effective Date (as defined in the Settlement Agreement). The Net Class Consideration (defined in the Settlement Agreement as the Class Payment minus Court-awarded attorneys’ fees and costs) is required to be distributed to class members as set forth in the Settlement Agreement, resulting in a distribution to the Trust of approximately 60.9% of the Net Class Consideration (corresponding to the Trust’s holding of approximately 60.9% of all claims against Comerica based on the claims contributed to the Trust by former investors of the Debtors). NaN costs of administration or incentive award will be deducted from the Trust’s share of the Net Class Consideration. The Trust has agreed not to opt out of the settlement with respect to these claims. The FT Payment is required to be distributed to the Trust. The FT Payment is not subject to reduction for any reason, including attorneys’ fees, costs of administration, or incentive awards.

The proposed settlement of the California Class Action is subject to court approval, and settlement of the Delaware Adversary Action is subject to settlement of the California Class Action. Court approval and payment of the proposed settlement amount is expected by the first quarter of calendar year 2022 but could be delayed by appeals or other proceedings. Additionally, Comerica Bank has the right to terminate the settlement if the class members accounting for more than an agreed amount of claims elect to opt out of the settlement.

On September 3, 2021, the District Court entered an order granting preliminary approval to the settlement of the California Class Action. A hearing on final approval has been scheduled for December 17, 2021.

The Company has accrued an estimate of the amount of legal costs to be incurred to pursue this litigation, excluding contingent fees. In accordance with the Company’s accounting policies as more fully discussed in Note 2, until there is certainty as to the collectability of the proposed settlements, no settlement recovery amounts have been recorded in the Company’s consolidated financial statements, including the above referenced Comerica Bank settlement.

14)	Commitments and Contingencies

As of ~~December 31, 2019,~~September 30, 2021, the Company had construction contracts under which approximately ~~$52 million~~$6,500,000 was ~~unpaid, including future costs and amounts payable.~~unpaid.

The Company ~~has~~had a lease for its office space that ~~expires~~expired on August 31, ~~2020.~~2021. The Company had one three-month option to extend the lease. The amount of rent paid, including common area maintenance and parking charges, during the three ~~and six~~ months ended ~~December 31, 2019~~September 30, 2021 and 2020, was approximately $50,000 and $68,000, respectively. On June 4, 2021, the Company opted not to extend its existing lease and ~~$135,000, respectively.~~

entered into a new office lease at a different location. The new lease is for the period from August 1, 2021 through July 31, 2022. The annual rent is approximately $43,000 plus common area maintenance charges. The Company has 2 six-month options to extend the lease. The Company paid approximately $55,000 relating to prepaid rent, common area maintenance charges and a security deposit for the new lease during the year ended June 30, 2021

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 1.~~

~~Financial Statements (Continued)~~

~~Woodbridge Liquidation Trust and Subsidiaries~~

~~Notes to Consolidated Financial Statements~~

~~As of December 31, 2019~~

~~(Unaudited~~)

The Company is not presently the defendant in any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended September 30, 2021 and 2020

(Unaudited)

The Company is not aware of any environmental liabilities that it believes would have a material adverse effect on its net assets in liquidation.

~~13)~~15)

Subsequent Events

The Company evaluates subsequent events up until the date the unaudited consolidated financial statements are issued.

Distributions

On ~~January 2, 2020,~~October 8, 2021, a distribution in the amount of approximately ~~$53,426,000~~$40,017,000 was declared which ~~represents $4.50~~represented $3.44 per Class A Interest. ~~Total distributions~~The distribution included (i) a cash distribution on account of then-allowed claims in the amount of approximately ~~$51,188,000 were~~$39,134,000, which was paid on ~~January 10, 2020. A~~October 29, 2021 and (ii) a deposit of approximately ~~$2,238,000 was made~~$883,000 into a restricted cash account, which was made on October 28, 2021, for ~~distributions~~amounts, (a) payable for Class A Interests that may be issued in the future upon the allowance of unresolved claims; (b) in respect of Class A Interests ~~that in the future may be~~ issued ~~upon the allowance~~on account of ~~currently disputed claims, (b) payable to~~recently allowed claims; (c) for holders of Class A Interests who failed to cash distribution checks mailed in respect of ~~the initial distribution~~prior distributions; (d) for distributions that were withheld due to pending avoidance actions; and ~~(c) payable in respect~~(e) for holders of ~~allowed~~ Class A Interests for which the ~~legal owners of which remain unidentified.~~

Trust is waiting for further beneficiary information.

~~The following table summarizes the Trust’s claims relating to Class A and Class B Interests during the period from January 1, 2020 through February 12, 2020:~~

Liquidation Trust Interests
Class A Class B

Reserved for unresolved claims at January 1, 2020 356,191 7,957

Allowed claims - -

Disallowed claims (79,071 ) -

Reserved for unresolved claims at February 12, 2020 277,120 7,957

During the period from ~~January~~October 1, ~~2020~~2021 through ~~February~~November 12, ~~2020,~~2021, as (a) claims were resolved, (b) claims were recently allowed, (c) addresses for holders of uncashed distribution checks were obtained, (d) pending avoidance actions were resolved and (e) further beneficiary information was received, distributions of approximately ~~$10,000~~$23,000 were paid ~~from the restricted cash account relating to the Class A Interests that were issued. In addition, approximately $67,000 was paid from the restricted cash account relating~~ to holders of Class A Interests ~~that provided a current address or the legal owner of the Class A Interest was identified. As a result of claims being disallowed, approximately $652,000 was released~~ from the restricted cash account and distributions payable ~~was~~were reduced by the same amount.

1817

~~Index~~Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

~~Notes to Consolidated Financial Statements~~For the Three Months Ended September 30, 2021 and 2020

(Unaudited)

~~As of December 31, 2019~~

~~(Unaudited~~)

Sales of Real Estate Assets

During the period from ~~January~~October 1, ~~2020~~2021 through ~~February~~November 12, ~~2020,~~2021, the Company ~~sold one lot and~~ settled ~~one~~1 secured loan and realized net proceeds of approximately ~~$833,000.~~$200,000. As of ~~February~~November 12, ~~2020,~~2021, the Company had ~~one~~1 single-family home under contract. Although the contingencies relating to this pending sale have been removed, no assurance can be given that the sale will close.

Construction Contracts

On October 15, 2021, the related party contract with G3 was increased by approximately $2,100,000. Also see Note 12. During the period from October 1, 2021 through November 12, 2021, the Company increased other contracts by approximately $781,000.

Causes of Action

During the period from ~~January~~October 1, ~~2020~~2021 through ~~February~~November 12, ~~2020,~~2021, the Trust recorded approximately ~~$860,000~~$140,000 from the settlement of Causes of Action. The Company recorded approximately ~~$42,000~~$7,000 as the amount due to the ~~liquidation trustee.~~

~~A tender offer by Contrarian Liquidity Option, LLC and its affiliates to purchase up to 2,015,305 outstanding Class A Interests, which offer commenced~~Liquidation Trustee on ~~or about December 12, 2019 and was thereafter amended, expired at 5:00PM New York City time on January 31, 2020. Based on public filings by the offeror, an aggregate~~account of ~~22,637.19 Class A Interests were tendered and received, and not validly withdrawn, prior to the expiration and the offeror accepted for payment all~~ such ~~Class A Interests.~~settlements.

~~Index~~Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

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

The following discussion of changes in net assets and net assets in liquidation and analysis should be read in conjunction with the accompanying unaudited consolidated financial statements of Woodbridge Liquidation Trust and the related notes thereto. The Trust, the Remaining Debtors, the Wind-Down Entity and the Wind-Down Subsidiaries, as used herein, are defined in Note 1 to the consolidated financial statements and are collectively referred to herein as the Company.

Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include, without limitation, financial guidance, and projections and statements with respect to ~~expectations~~expectation of future financial condition, changes in net assets in liquidation, cash flows, ~~plan,~~plans, targets, goals, objectives and performance of the ~~Company.~~Trust. Such forward-looking statements also include statements that are preceded by, followed by, or that include the words “believes”, “estimates”, “plans”, “expects”, “intends”, “is anticipated”, “will continue”, “project”, “outlook”, “evaluate”, “may”, “could”, “would”, “should” and similar expressions, and all other statements that are not historical facts. All such forward-looking statements are based on the Trust’s current expectations and involve risks and uncertainties which may cause actual results to differ materially from those set forth in such statements. Such risks and uncertainties include the ~~possibility~~amount of ~~properties being sold for amounts that differ from the ascribed values,~~sales proceeds, timing of sales of real estate assets, timing and amount of funds needed to complete construction of single-family homes, amount of general and administrative costs, the number and amount of successful litigations and/or settlements and the ability to recover thereon, the amount of funding required to continue litigations, the continuing impact of the COVID-19 pandemic, interest rates, adverse weather conditions in the regions in which properties to be sold are located, economic and political conditions, changes in tax and other governmental rules and regulations applicable to the Trust and its subsidiaries and other risks and uncertainties identified in Part I. Financial Information, Item 1A. Risk Factors of the Company’s ~~Registration Statement~~Annual Report on Form ~~10, as amended,~~10-K, or contained in any of the Trust’s subsequent filings with the ~~Securities and Exchange Commission (SEC).~~SEC including in Part II. Other Information, Item 1A. Risk Factors of this Form 10-Q. These risks and uncertainties are beyond the ability of the ~~Company~~Trust to control, and in many cases, the Trust cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements.

In connection with the “safe harbor” provisions of the Securities Act of 1933 and the Exchange Act, the Trust has identified and is disclosing important factors, risks and uncertainties that could cause its actual results to differ materially from those projected in forward-looking statements made by the Trust, or on the Trust’s behalf. (See “Part II. Other Information, Item 1A. Risk Factors” of this Form 10-Q.) These cautionary statements are to be used as a reference in connection with any forward-looking statements. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of the Trust’s subsequent filings with the SEC. Because of these factors, risks and uncertainties, the ~~Company~~Trust cautions against placing undue reliance on forward-looking statements. Although the ~~Company~~Trust believes that the assumptions underlying ~~the~~ forward-looking statements are currently reasonable, any of the assumptions could be incorrect or incomplete, and there can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date on which they are made. Except as may be required by law, the ~~Company~~Trust does not undertake any ~~obligation~~obligations to modify, update or revise any forward-looking statement to take into account or otherwise reflect subsequent events, corrections in or revisions of underlying assumptions, or changes in circumstances arising after the date that the forward-looking ~~statements were~~statement was made.

20Overview

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~Overview~~

Pursuant to the Plan, the Trust was formed on February 15, 2019 to hold, either directly or indirectly through the Wind-Down Entity and the Wind-Down Subsidiaries, the assets and equity interests formerly owned by the Debtors. Each of the real properties formerly owned by the Debtors was, as of February 15, 2019, owned by one of the Wind-Down Subsidiaries. The purpose of the Wind-Down Entity and the Wind-Down Subsidiaries is to develop (as applicable), market and sell those properties to generate cash. Assets formerly owned by the Debtors other than real estate assets and certain cash were transferred to the Trust. The purpose of the Trust is to receive remittances of cash from the Wind-Down Entity, to resolve disputed claims, to prosecute the Causes of Action, to pay allowed ~~unimpaired~~administrative and priority claims, as defined in the Plan, and, subject to the payment of Trust expenses and the retention of various reserves, to make distributions of cash to Interestholders in accordance with the Plan.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The Trust operates pursuant to the Plan and the Trust Agreement. The Trust was formed as a Delaware statutory trust and is administered by the ~~liquidation trustee~~Liquidation Trustee under the supervision of its Supervisory Board. The Wind-Down Entity, a wholly-owned subsidiary of the Trust, operates pursuant to the Plan and the Wind-Down Entity LLC Agreement. The Wind-Down Entity was formed as a Delaware limited liability company and is administered by its Board of Managers, one of which is the chief executive officer. One member of the Board of Managers is also a member of the Supervisory Board of the Trust.

The Bankruptcy Court has retained certain jurisdictions regarding the Trust, the ~~liquidation trustee,~~Liquidation Trustee, the Supervisory Board, the Wind-Down Entity, the Board of Managers, and assets of the Trust and the Wind-Down Entity, including the determination of all disputes arising out of or related to administration of the Trust and the Wind-Down Entity and its subsidiaries.

As of ~~December 31, 2019 and February 12, 2020,~~September 30, 2021, the number of Liquidation Trust Interests outstanding in each class is as follows:

Class of Interest	Number Outstanding

Class A Liquidation Trust Interests		~~11,516,274~~11,511,765

Class B Liquidation Trust Interests		~~675,839~~675,617

For each of the classes of Liquidation Trust Interests, the number of Liquidation Trust Interests outstanding will increase to the extent that the disputed claims become allowed claims. ~~On December 24, 2019,~~In addition, the ~~Trust’s Registration Statement on Form 10 became effective under the Exchange Act.As a result, the Class A~~number of Liquidation Trust Interests ~~became transferable on~~outstanding will decrease to the extent that ~~date.~~disputed claims are settled by cancelling previously issued Liquidation Trust Interests.

Since the Plan Effective Date through ~~December 31, 2019,~~September 30, 2021, the Wind-Down Subsidiaries have disposed of approximately 97139 properties for aggregate net sales proceeds of approximately ~~$183.73~~$459.77 million. During the period from ~~January~~October 1, ~~2020~~2021 through ~~February~~November 12, ~~2020,~~2021, the Wind-Down Subsidiaries ~~sold one lot and~~ settled one secured loan and realized net proceeds of approximately ~~$.83~~$0.20 million. As of ~~February 12, 2020,~~September 30, 2021, the Company ~~had~~owned eleven real estate assets (including four single-family homes under construction and one single-family home ~~under contract. Although the contingencies relating to this pending sale have been removed, no assurance can be given that the sale will close. There can be no assurance that~~listed for sale) with a gross carrying value of approximately $107.79 million. Therefore, the amount of net ~~sales~~ proceeds ~~that~~from the ~~Company will receive~~sale of real estate assets in the future will be ~~consistent with~~less than the amount ~~received~~realized from the Plan Effective Date through ~~December 31, 2019 or during the period from January 1, 2020 through February 12, 2020.~~September 30, 2021. The ~~Wind-Down Entity~~Company expects ~~that~~to complete the liquidation of ~~the Wind-Down Subsidiaries’~~its assets ~~will be completed~~ during the fiscal year ending June 30, ~~2022.~~2024.

2120

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The Trust is required to be terminated, and the liquidation trustee discharged from duties, at such time as: (a) the liquidation trustee determines that the pursuit of additional causes of action held by the Trust is not likely to yield sufficient additional proceeds to justify further pursuit of such causes of action and (b) all distributions required to be made by the liquidation trustee to the holders of allowed claims and to the Interestholders under the Plan and the Trust Agreement have been made. Notwithstanding the above, the Trust must be terminated no later than February 15, 2024 unless the Bankruptcy Court, upon motion made within the six month period before such date, determines that a fixed period extension is necessary to facilitate or complete the recovery on, and liquidation of, the Trust’s assets, except that the Bankruptcy Court may not grant an extension that, together with any prior extensions, exceeds three years unless the Trust has obtained a favorable letter ruling from the Internal Revenue Service to the effect that the further extension would not adversely affect the status of the Trust as a liquidating trust for federal income tax purposes.

Discussion of the Company’s Operations

The Trust, the Wind-Down Entity and the Wind-Down Subsidiaries were formed on February 15, 2019 and had no operations before that date. Therefore, this discussion does not contain comparisons between periods.Three months ended September 30, 2021

The following is a summary of the ~~Company's operations during the three months ended December 31, 2019:~~

Consolidated Statement of Changes in Net Assets in Liquidation

~~For~~ for the three months ended ~~December 31, 2019~~September 30, 2021 ($ in thousands):

Net assets in liquidation, as of September 30, 2019	$	333,582
			Restricted for Qualifying Victims		All Interestholders		Total

Net assets in liquidation as of June 30, 2021			$	3,167	$	126,373	$	129,540

Change in assets and liabilities:
Restricted for Qualifying Victims - change in carrying value of assets and liabilities, net				-		-		-

All interestholders:
Change in carrying value of assets and liabilities, net		960		-		4,904		4,904
Distributions reversed		41
Distributions (declared) reversed, net				-		99		99
Net change in assets and liabilities		1,001		-		5,003		5,003

Net assets in liquidation, as of December 31, 2019	$	334,583
Net assets in liquidation, as of September 30, 2021			$	3,167	$	131,376	$	134,543

Net assets in liquidation increased by approximately $5.00 million during the three-month period ended September 30, 2021. This increase was due to an increase in the carrying value of assets and liabilities, net of approximately $4.90 million and distributions (declared) reversed, net of approximately $0.10 million. The components of the approximately $4.90 million net change in the carrying value of assets and liabilities are as follows ($ in thousands):

	Restricted for Qualifying Victims		All Interestholders		Total

Sales proceeds in excess of carrying value	$	-	$	3,071	$	3,071
Settlement recoveries recognized, net		-		926		926
Remeasurement of assets and liabilities, net		-		812		812
Other		-		95		95

Change in carrying value of assets and liabilities, net	$	-	$	4,904	$	4,904

During the three months ended September 30, 2021, the Company:

Completed construction of two single-family homes (2600 Hutton and 1484 Carla Ridge).

Sold two single-family homes for net proceeds of approximately $42.45 million. One of the single-family homes was under construction.

Signed agreements to settle Causes of Action for payment to the Trust of approximately $0.97 million.

Paid construction costs of approximately $4.23 million relating to single-family homes under development.

Paid holding costs of approximately $0.40 million.

Paid general and administrative costs of approximately $4.12 million, including approximately $0.20 million of board member fees and expenses, approximately $1.14 million of payroll and other general and administrative costs and approximately $2.78 million of professional fees.

2221

~~Index~~Table of Contents

PART I.FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

For the three months ended September 30, 2020

The following is a summary of the Consolidated Statement of Changes in Net Assets in Liquidation for the three months ended September 30, 2020 ($ in thousands):

Net assets in liquidation, as of June 30, 2020	$	264,517
Change in assets and liabilities:
Change in carrying value of assets and liabilities, net		5,083
Distributions (declared) reversed, net		(29,877	)
Net change in assets and liabilities		(24,794	)
Net assets in liquidation, as of September 30, 2020	$	239,723

Net assets in liquidation ~~increased~~decreased approximately ~~$1.00~~$24.79 million during the three ~~month period~~months ended ~~December 31, 2019.~~September 30, 2020. This ~~increase~~decrease was due to changes in the carrying value of assets and liabilities, net of approximately ~~$.96~~$5.08 million and distributions ~~that were reversed for disallowed claims~~declared, net of approximately ~~$.04~~$29.88 million. The components of the approximately $5.08 million net change ~~in assets and liabilities are as follows ($ in thousands):~~

Reduction of state, local and other taxes $ 2,890
Settlement recoveries recognized, net 1,402
Sales proceeds in excess of carrying value 1,424
Remeasurement of assets and liabilities, net (5,040 )
Other 284
Change in carrying value of assets and liabilities, net $ 960

~~During the three months ended December 31, 2019, the Company:~~

~~Sold four single-family homes, six lots and one other property and collected a principal paydown on one secured loan for total net proceeds of approximately $82.97 million.~~

~~Signed agreements to settle Causes of Action for payment to the Trust of approximately $1.48 million.~~

~~Paid construction costs of approximately $11.45 million relating to single-family homes under development.~~

~~Paid holding costs of approximately $5.16 million.~~

Paid general and administrative costs of approximately $6.06 million, including approximately $.31 million of board member fees and expenses, approximately $1.17 million of payroll and other general and administrative costs and approximately $4.58 million of post Plan Effective Date professional fees.

~~Paid professional fees incurred before the Plan Effective Date of approximately $.36 million.~~

~~The following is a summary of the Company's operations during the six months ended December 31, 2019:~~

~~Consolidated Statement of Changes in Net Assets in Liquidation~~

~~For the Six months ended December 31, 2019~~

Net assets in liquidation, as of June 30, 2019 $ 329,971
Change in assets and liabilities:
Change in carrying value of assets and liabilities, net 4,535
Distributions reversed 77
Net change in assets and liabilities 4,612
Net assets in liquidation, as of December 31, 2019 $ 334,583

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~Net assets in liquidation increased approximately $4.61 million during the six month period ended December 31, 2019. This increase was due to changes~~ in the carrying value of assets and liabilities, ~~of approximately $4.53 million and distributions that were reversed for disallowed claims of approximately $.08 million. The components of the~~ net ~~changes in assets and liabilities~~ are as follows ($ in thousands):

Settlement recoveries recognized, net	$	6,195
Carrying value in excess of sales proceeds		(263	)
Remeasurement of assets and liabilities, net		(883	)
Other		34
Change in carrying value of assets and liabilities, net	$	5,083

Reduction of state, local and other taxes $ 2,890
Settlement recoveries recognized, net 3,476
Sales proceeds in excess of carrying value 3,291
Remeasurement of assets and liabilities, net (5,314 )
Other 192
Change in carrying value of assets and liabilities, net $ 4,535

During the ~~six~~three months ended ~~December 31, 2019,~~September 30, 2020, the Company:

Declared a distribution of $2.56 per Class A Interest, which totaled approximately $29.97 million.

Sold eight single-family homes, 16 lots, settled two secured loans, sold two other properties and collected a principal paydown on one secured loan for total net proceeds of approximately $103.93 million.

Sold four single-family homes and nine other properties for net proceeds of approximately $33.49 million. One of the single-family homes was under construction and the buyer assumed the remaining obligations to complete the construction of the property of approximately $11.25 million.

~~Signed agreements to settle Causes of Action for payment to the Trust of approximately $3.66 million~~

Signed agreements to settle Causes of Action of approximately $6.58 million.

~~Paid construction costs of approximately $25.54 million relating to single-family homes under development.~~

Paid construction costs of approximately $7.84 million relating to single-family homes under development.

~~Paid holding costs of approximately $6.58 million.~~

Paid holding costs of approximately $1.10 million.

Paid general and administrative costs of approximately $11.57 million, including approximately $.59 million of board member fees and expenses, approximately $2.54 million of payroll and other general and administrative costs and approximately $8.44 million of post Plan Effective Date professional fees.

Paid general and administrative costs of approximately $1.92 million, including approximately $0.09 million of board member fees and expenses, approximately $1.21 million of payroll and other general and administrative costs and approximately $0.62 million of professional fees.

~~Paid professional fees incurred before the Plan Effective Date of approximately $.36 million.~~

Liquidity and Capital Resources

Liquidity

The Company’s primary sources for meeting its capital requirements are its cash and cash equivalents, availability under ~~WB Propco, LLC’s revolving line of credit (LOC),~~the LOC, proceeds from the sale of its real estate assets and recoveries onfrom Causes of Action. The Company’s primary uses of funds are and will continue to be for distributions, development costs, holding costs and general and administrative costs, all of which the Company expects to be able to adequately fund over the next 12twelve months from its primary sources of capital.

Table of Contents

PART I.FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Capital Resources

In addition to consolidated cash and cash equivalents at ~~December 31, 2019~~September 30, 2021 of approximately ~~$101.80~~$88.39 million (of which approximately ~~$2.97~~$8.12 million is restricted), the capital resources available to the Company and its uses of liquidity are as follows:

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

Revolving Line of ~~Credit~~

~~WB Propco, LLC, a subsidiary~~Credit: On June 19, 2020, two wholly-owned subsidiaries of the Wind-Down Entity isentered into a $25,000,000 LOC. On February 11, 2021, the ~~borrower under a $21.98 million~~ LOC ~~with a financial institution. The~~was amended. Two additional wholly owned subsidiaries of the Wind-Down Entity ~~is a guarantor under~~were joined to the ~~LOC.~~LOC as co-borrowers and two properties were added as replacement collateral. The maturity date of the LOC was changed to January 31, 2023 with an option to extend for one additional year, subject to the availability of collateral. The LOC ~~matures on May 1, 2020.~~required the borrowers to establish an interest reserve of $1,750,000, which is to be used to pay the potential monthly interest payments. Outstanding borrowings bear interest at a fixed rate of 3.50% per annum. Indebtedness under LOC is secured by a deed of trust on two properties, the ~~prime rate (4.75% as of December 31, 2019), provided, however, that~~personal property associated therewith and the interest ~~rate can never be lower than 5.25% per annum.~~reserve. The ~~interest rate~~Wind-Down Entity is ~~adjusted monthly. The carrying value~~the guarantor of the ~~collateral for the line~~LOC. The Company is required to keep a cash balance of ~~credit was approximately $100 million at December 31, 2019. As of December 31, 2019, WB Propco, LLC was in compliance~~$20,000,000 on deposit with the ~~financial covenants~~lender in order to avoid a non-compliance fee of 2% of the ~~line of credit.~~

shortfall in the required deposit and is required to comply with various covenants. No amounts were outstanding under the LOC as of ~~December 31, 2019.~~September 30, 2021 and November 12, 2021.

Sales of Real Estate ~~Assets~~

Assets: The Wind-Down Entity and the Wind-Down Subsidiaries are in the process of developing, marketing and selling ~~its~~their real estate assets, all of which are ~~available~~held for ~~sale, with the exception~~sale. As of ~~12 single-family homes which were under development as of December 31, 2019. There can be no assurance as to the amount of net proceeds that~~September 30, 2021, the Company ~~will receive from the sale~~owned a total of eleven real estate assets ~~or when~~with a gross carrying value of approximately $107.79 million. One single-family home was listed for sale and four single-family homes were under construction. Therefore, it is unlikely that the ~~net sales proceeds will be received. The~~ net proceeds for the three ~~and six~~ months ended ~~December 31, 2019 may not~~September 30, 2021 will be indicative of future net proceeds, which may be significantly lower. In addition, it may take longer to sell the properties than the Company has estimated.

~~Recoveries~~

Recoveries: During the three ~~and six~~ months ended ~~December 31, 2019,~~September 30, 2021, the Company recognized approximately ~~$1.47~~$0.97 million ~~and $3.65 million, respectively,~~ from the settlement of Causes of Action. There can be no assurance that the amounts the Company recovers from settling Causes of Action in the future will be consistent with the amount recovered during the three ~~and six~~ months ended ~~December 31, 2019.~~September 30, 2021. In addition, the Company has not recognized any recovery from the Comerica Bank Settlement as it is subject to court approval. Court approval and payment of the proposed settlement is expected by the first quarter of calendar year 2022, but could be delayed by appeals or other proceedings.

Uses of Liquidity

The primary uses of the Company’s liquidity are to pay (a) distributions payable, (b) development costs, ~~(b)~~(c) holding costs, and ~~(c)~~(d) general and administrative costs. As of ~~December 31, 2019,~~September 30, 2021, the Company’s total liabilities were approximately ~~$143.31~~$60.81 million. The total liabilities recorded as of ~~December 31, 2019~~September 30, 2021 may not be indicative of the costs paid in future periods, which may be significantly higher.

Given current cash and cash equivalent balances, projected sales of real estate assets, availability under the ~~line of credit,~~LOC, Causes of Action recoveries, distributions declared and expected cash needs, the Company does not expect a deficiency in liquidity in the next 12twelve months. Due to the uncertain nature of future net sales proceeds, recoveries and costs to be incurred, it is not possible to be certain that the current liquidity will be adequate to cover all future financial needs of the Company. Creating contingent obligation agreements and/or seeking methods to reduce professional costs, including legal fees, and administrative costs are strategies that could be undertaken to address liquidity issues should they arise. These strategies could impact the Company’s ability to maximize recoveries from the settlement of unresolved Causes of Action.

2523

~~Index~~Table of Contents

PART I.FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Distributions

~~Distributions~~

~~No distributions were declared during~~Distributions will be made at the three and six months ended December 31, 2019. In respect of a distribution declared in March 2019, as of September 30, 2019 an amount equal to approximately $1.69 million had been held by the Company in a restricted cash account in respect of claims that were unresolved assole discretion of the ~~date~~Liquidation Trustee in accordance with the provisions of the ~~distribution. Approximately $.03 million was paid~~Plan and the Trust Agreement. As of November 12, 2021, the Liquidation Trustee has declared eight distributions to ~~holders of~~the Class A ~~Interests in respect of claims that became allowed during the three months ended December 31, 2019. An amount of approximately $.04 million was released from the restricted cash account and~~Interestholders. The distributions were reduced by the same amount in respect to disallowed claims during the three months ended December 31, 2019. In October 2019, approximately $.12 million was received from the Company’s transfer agent relating to distribution checks that were returned or not cashed. This amount was deposited into the restricted cash account and distributions payable were increased by the same amount. As of December 31, 2019, approximately $1.74 million remains in a restricted cash account in respect of unresolved claims.

~~On January 2, 2020, a distribution in the amount of approximately $53,426,000 was declared which represents $4.50 per Class A Interest. Total distributions of approximately $51,188,000 were~~are paid on ~~January 10, 2020. A~~account of the then-allowed claims and a deposit ~~of approximately $2,238,000, was~~is made into a restricted cash account for ~~distributions~~amounts (a) payable for Class A Interests that may be issued in the future upon the allowance of unresolved claims, (b) in respect of Class A Interests ~~that in the future may be issued upon the allowance~~on account of ~~currently disputed~~recently allowed claims, ~~(b) payable to~~(c) for holders of Class A Interests who failed to cash distribution checks mailed in respect of ~~the initial distribution~~prior distributions, (d) for distributions that were withheld due to pending avoidance actions and ~~(c) payable in respect~~(e) for holders of ~~allowed~~ Class A Interests for which the ~~legal owners of which remain unidentified.~~Trust is waiting for further beneficiary information.

The ~~liquidation trustee~~following tables summarize the distributions declared, distributions paid and the activity in the restricted cash account for the periods from February 15, 2019 (inception) through September 30, 2021 and from February 15, 2019 through November 12, 2021:

	Date Declared	$ per Class A Interest		During the Period from February 15, 2019 (inception) through September 30, 2021 ($ in Millions)							During the Period from February 15, 2019 (inception) through November 12, 2021 ($ in Millions)
	Date Declared	$ per Class A Interest		Total Declared		Paid		Restricted Cash Account			Total Declared		Paid		Restricted Cash Account

Distributions Declared
First	3/15/2019	$	3.75	$	44.70	$	42.32	$	2.38		$	44.70	$	42.32	$	2.38
Second	1/2/2020		4.50		53.43		51.19		2.24			53.43		51.19		2.24
Third	3/31/2020		2.12		25.00		24.19		0.81			25.00		24.19		0.81
Fourth	7/13/2020		2.56		29.97		29.24		0.73			29.97		29.24		0.73
Fifth	10/19/2020		2.56		29.95		29.20		0.75			29.95		29.20		0.75
Sixth	1/7/2021		4.28		50.01		48.67		1.34			50.01		48.67		1.34
Seventh (a)	5/13/2021		2.58		30.02		29.33		0.69			30.02		29.33		0.69
Eighth	10/8/2021		3.44		-		-		-			40.02		39.14		0.88
Subtotal		$	25.79	$	263.08	$	254.14		8.94		$	303.10	$	293.28		9.82

Distributions Reversed
Disallowed/cancelled (b)									(2.93	)						(2.93	)
Returned (c)									0.74							0.74
Subtotal									(2.19	)						(2.19	)

Distributions Paid from Reserve Account (d)									(2.20	)						(2.22	)

Distributions Payable, Net						as of 9/30/2021:		$	4.55				as of 11/12/2021:		$	5.41

(a)

The seventh distribution included the cash the Trust received from Fair Funds.

(b)

As a result of claims being disallowed or Class A Interests cancelled.

(c)

Distribution checks returned or not cashed.

(d)

Paid as claims are allowed or resolved.

As claims are resolved, additional Class A Interests may be issued or cancelled (see the Company’s Annual Report on Form 10-K filed on September 27, 2021, “Part 1, Item 1. Business, D. Plan Provisions Regarding the Company, 2. Treatment under the Plan of holders of claims against and equity interests in the Debtors and 3. Assets and liabilities of the Company”). Therefore, the total amount of a distribution declared may change between the date declared and the date paid.

Table of Contents

PART I.FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The Liquidation Trustee will continue to assess the adequacy of funds held and expects to make additional cash distributions on account of ~~excess Trust assets to Interestholders,~~Class A Interests, but does not currently know the timing or amount of any such distribution(s).

Contractual Obligations

As of ~~December 31, 2019,~~September 30, 2021, the Company has contractual commitments related to construction contracts totaling approximately ~~$52 million, including future costs and amounts payable.~~$6.90 million. The Company expects to complete the construction of these single-family homes byduring the ~~end of its~~ fiscal year ending June 30, 2022. The Company has an office lease that expires in ~~August 2020.~~July 2022. The Company has two six-month options to extend the lease. The Company expects that it will continue to lease office space until the liquidation process is completed.

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~The following table summarizes the future contractual obligations and commitments as of December 31, 2019 ($ in thousands):~~

Less than
1 year
1-3 years 3-5 years 5 years Total
Construction contracts (1)

$ 52,000
Office lease $ 160 $ - $ - $ - 160
Total $ 160 $ - $ - $ - $ 52,160

~~(1)~~

~~Since the construction contracts do not contain payment dates, the Company is not able to allocate the total obligation by period.~~

~~Off-Balance Sheet Arrangements~~

As of December 31, 2019, the Company did not have any off-balance sheet arrangements, other than those disclosed under “Contractual Obligations” above, that have or are reasonably likely to have a material effect on its consolidated financial statements, liquidity or capital resources.

~~Inflation~~

~~Until the Company completes the liquidation of its assets, it may be exposed to inflation risks relating to increases in the costs of construction and other accrued liquidation costs.~~

Critical Accounting Policies and Practices

The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP. The accounting policies and practices that the Company believes are the most critical are discussed below. These accounting policies and practices require management to make decisions on subjective and/or complex matters that may inherently be uncertain. Estimates are required to prepare the consolidated financial statements in conformity with U.S. GAAP. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, the sales price of real estate assets, selling costs, development costs, holding costs and general and administrative costs to be incurred until the completion of the liquidation of the Company. In many instances, changes in the accounting estimates are likely to occur from period to period. Actual results may differ from the estimates. The Company believes the current assumptions and other considerations used in preparing the consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in the Company’s consolidated financial statements, the resulting changes could have a material adverse effect on the Company’s net assets in liquidation.

Liquidation Basis of Accounting

Under ~~Liquidation Basis~~the liquidation basis of ~~Accounting,~~accounting, all assets are recorded at their estimated net realizable value or liquidation value, which represents the estimated amount of net cash that may be received upon the disposition of the assets (on an undiscounted basis). Liabilities are measured in accordance with U.S. GAAP that otherwise applies to those liabilities.

~~Index~~

~~PART I. FINANCIAL INFORMATION (CONTINUED)~~

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

The Company has not recorded any amount from the future settlement of unresolved Causes of Action ~~fair funds~~ or ~~forfeited asset~~Fair Fund recoveries in the accompanying consolidated financial statements because they cannot be reasonably estimated.

Valuation of Real Estate

The measurement of real estate assets held for sale is based on current contracts (if any), estimates and other indications of sales value, net of estimated selling costs. To determine the value of real estate assets held for sale, the Company considered the three traditional approaches to value (cost, income and sales comparison) commonly used by the real estate appraisal community. The applicability and relevancy of each valuation approach as applied may differ by asset. In most cases, the sales comparison approach was accorded the greatest weight. This approach compares a property to other properties with similar characteristics that have recently sold. To validate management’s estimate, the Company also considers opinions from qualified real estate professionals and local real estate brokers and, in some cases, obtained third party appraisals.

Accrued Liquidation Costs

The estimated costs associated with implementing and completing the Company’s plan of liquidation are recorded as accrued liquidation costs. The Company has also recorded the estimated development costs to be incurred to prepare the assets for sale as well as the estimated holding costs to be incurred until the projected sale date and the estimated general and administrative costs to be incurred until the completion of the liquidation of the Company.

Table of Contents

PART I.FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Changes in Carrying Value

All of the changes in the estimated liquidation value of the Company’s assets, real estate held for sale, other assets and liabilities are reflected as a change to the Company’s net assets in liquidation.

On a quarterly basis, the Company reviews the estimated net realizable values, ~~and~~ liquidation costs and the estimated date of the completion of the liquidation of the Company and record any significant ~~variances.~~changes. The Company will also evaluate an asset when it is under contract for sale and the buyer’s contingencies have been removed. During the period that this occurs, the carrying value of the asset and the estimated closing and other costs will be adjusted, if necessary. If the Company has a change in its plan for the disposition of an asset, the carrying value will be adjusted to reflect this change in the period that the change is approved. The change in value may also include a change to the accrued liquidation costs related to the asset.

All changes in the estimated liquidation value of the Company’s assets, real estate held for sale, or other assets and liabilities are reflected as a change to the Company’s net assets in liquidation.

2826

~~Index~~Table of Contents

PART I.FINANCIAL INFORMATION (CONTINUED)

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable, as the Company is a “smaller reporting company” within the meaning of Rule 12b-2 of the Exchange Act.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

~~This quarterly~~

As of the end of the period covered by this report, ~~does not~~management and the Liquidation Trustee evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, management and the Liquidation Trustee concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, ~~a report of management’s assessment of~~without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including the Liquidation Trustee, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal ~~controls~~control over financial reporting, ~~due to a transition period established~~as such term is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended.

In connection with the preparation of our Form 10-Q, our management and the Liquidation Trustee assessed the effectiveness of our internal control over financial reporting as of September 30, 2021. In making that assessment, management used the criteria set forth by ~~rules~~the Committee of Sponsoring Organizations of the ~~SEC for newly public companies.~~Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on its assessment, our management and the Liquidation Trustee believes that, as of September 30, 2021, our internal control over financial reporting was effective based on those criteria. There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2927

~~Index~~Table of Contents

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Below is a description of pending litigation. InAs the Company is the plaintiff in these legal proceedings and does not have the ability to estimate the ultimate recovery amount until they are settled, and in accordance with the Company’s accounting policy, no recoveries have been recorded in the Company’s consolidated financial statements for these legal ~~proceedings.~~proceedings, other than for settlements for which the Trust has entered into a signed settlement agreement.

Goldberg v. Halloran & Sage LLP, et al., Case No. 19STCV42900 (Cal. Super. Ct., L.A. Cnty., filed Dec. 2, 2019), is an action by the Trust against nine law firms (Halloran & Sage LLP; Balcomb & Green, P.C.; Rome McGuigan, P.C.; Haight Brown & Bonesteel LLP; Bailey Cavalieri LLC; Sidley Austin LLP; Davis Graham & Stubbs LLP; Robinson & Cole LLP; and Finn Dixon & Herling LLP) and ten individual attorneys (Richard Roberts, Lawrence R. Green, Jon H. Freis, Brian Courtney, Ted Handel, Thomas Geyer, Neal Sullivan, S. Lee Terry, Jr., Shant Chalian, and Reed Balmer) for conduct in connection with their representation of Robert Shapiro, the Debtors or their affiliates before the commencement of the Bankruptcy Cases, as well as against up to 100 “Doe” defendants. The conduct challenged in the complaint includes knowingly and/or negligently preparing loan documents and investment agreements with material misstatements and omissions, designing deceptive securities products, preparing incorrect legal opinion memoranda on which investors relied, and assisting in the creation of nominally third-party borrower entities that were in fact controlled by Robert Shapiro.

The first set of counts in the complaint are against law firm Halloran & Sage LLP, attorney Richard Roberts, and the “Doe” defendants for aiding and abetting securities fraud (First Count), aiding and abetting fraud (Second Count), aiding and abetting breach of fiduciary duty (Third Count), negligent misrepresentation (Fourth Count), professional negligence (Fifth Count), and aiding and abetting conversion (Sixth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $500 million, as well as for punitive damages.

The second set of counts in the complaint are against law firm Balcomb & Green, P.C., attorney Lawrence R. Green, and the “Doe” defendants for aiding and abetting securities fraud (Seventh Count), aiding and abetting fraud (Eighth Count), aiding and abetting breach of fiduciary duty (Ninth Count), negligent misrepresentation (Tenth Count), professional negligence (Eleventh Count), and aiding and abetting conversion (Twelfth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $500 million, as well as for punitive damages.

The third set of counts in the complaint are against attorney Jon H. Freis and the “Doe” defendants for aiding and abetting securities fraud (Thirteenth Count), aiding and abetting fraud (Fourteenth Count), aiding and abetting breach of fiduciary duty (Fifteenth Count), negligent misrepresentation (Sixteenth Count), professional negligence (Seventeenth Count), and aiding and abetting conversion (Eighteenth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $500 million, as well as for punitive damages.

The fourth set of counts in the complaint are against law firm Rome McGuigan, P.C., attorney Brian Courtney, and the “Doe” defendants for aiding and abetting securities fraud (Nineteenth Count), aiding and abetting fraud (Twentieth Count), aiding and abetting breach of fiduciary duty (Twenty-First Count), negligent misrepresentation (Twenty-Second Count), professional negligence (Twenty-Third Count), and aiding and abetting conversion (Twenty-Fourth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $500 million, as well as for punitive damages.

~~Index~~

~~PART II. OTHER INFORMATION (CONTINUED)~~

~~Item 1.~~

~~Legal Proceedings (Continued)~~

The fifth set of counts in the complaint are against law firm Haight Brown & Bonesteel LLP, attorney Ted Handel, and the “Doe” defendants for aiding and abetting securities fraud (Twenty-Fifth Count), aiding and abetting fraud (Twenty-Sixth Count), aiding and abetting breach of fiduciary duty (Twenty-Seventh Count), negligent misrepresentation (Twenty-Eighth Count), professional negligence (Twenty-Ninth Count), and aiding and abetting conversion (Thirtieth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $20 million, as well as for punitive damages.

Table of Contents

PART II. OTHER INFORMATION (Continued)

Item 1.

Legal Proceedings (Continued)

The sixth set of counts in the complaint are against law firm Bailey Cavalieri LLC, Thomas Geyer, and the “Doe” defendants for aiding and abetting securities fraud (Thirty-First Count), aiding and abetting fraud (Thirty-Second Count), aiding and abetting breach of fiduciary duty (Thirty-Third Count), negligent misrepresentation (Thirty-Fourth Count), professional negligence (Thirty-Fifth Count), and aiding and abetting conversion (Thirty-Sixth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $500 million, as well as for punitive damages.

The seventh set of counts in the complaint are against law firm Sidley Austin LLP, attorney Neal Sullivan, and the “Doe” defendants for aiding and abetting securities fraud (Thirty-Seventh Count), aiding and abetting fraud (Thirty-Eighth Count), aiding and abetting breach of fiduciary duty (Thirty-Ninth Count), negligent misrepresentation (Fortieth Count), professional negligence (Forty-First Count), and aiding and abetting conversion (Forty-Second Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $500 million, as well as for punitive damages.

The eighth set of counts in the complaint are against law firm Davis Graham & Stubbs LLP, attorney S. Lee Terry, Jr., and the “Doe” defendants for aiding and abetting securities fraud (Forty-Third Count), aiding and abetting fraud (Forty-Fourth Count), aiding and abetting breach of fiduciary duty (Forty-Fifth Count), negligent misrepresentation (Forty-Sixth Count), professional negligence (Forty-Seventh Count), and aiding and abetting conversion (Forty-Eighth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $200 million, as well as for punitive damages.

The ninth set of counts in the complaint are against law firm Robinson & Cole LLP, attorney Shant Chalian, and the “Doe” defendants for aiding and abetting securities fraud (Forty-Ninth Count), aiding and abetting fraud (Fiftieth Count), aiding and abetting breach of fiduciary duty (Fifty-First Count), negligent misrepresentation (Fifty-Second Count), professional negligence (Fifty-Third Count), and aiding and abetting conversion (Fifty-Fourth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $5 million, as well as for punitive damages.

The tenth set of counts in the complaint are against law firm Finn Dixon & Herling LLP, attorney Reed Balmer, and the “Doe” defendants for aiding and abetting securities fraud (Fifty-Fifth Count), aiding and abetting fraud (Fifty-Sixth Count), aiding and abetting breach of fiduciary duty (Fifty-Seventh Count), negligent misrepresentation (Fifty-Eighth Count), professional negligence (Fifty-Ninth Count), and aiding and abetting conversion (Sixtieth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $5 million, as well as for punitive damages.

~~Index~~

~~PART II. OTHER INFORMATION (CONTINUED)~~

~~Item 1.~~

~~Legal Proceedings (Continued)~~

The eleventh set of counts in the complaint are against law firms Halloran & Sage LLP; Balcomb & Green, P.C.; Rome McGuigan, P.C.; Haight Brown & Bonesteel LLP; Bailey Cavalieri LLC; Sidley Austin LLP; Davis Graham & Stubbs LLP; Robinson & Cole LLP; and Finn Dixon & Herling LLP; attorney Jon H. Freis, and the “Doe” defendants for actual-intent fraudulent transfer (Sixty-First Count) and constructive fraudulent transfer (Sixty-Second Count). These defendants are alleged to be liable for damages in an amount believed to be in excess of $5 million, as well as for provisional remedies, avoidance of the transfers, and punitive damages.

The case was designated as a complex matter on December 18, 2019, and was assigned to the Honorable Amy Hogue.

On ~~December~~March 20, ~~2019,~~2020, two sets of defendants – Sidley Austin LLP and Neal Sullivan; and Davis Graham & Stubbs LLP and S. Lee Terry, Jr. – filed special motions to strike the portions of the complaint directed at them under a California statute (Civil Procedure Code section 425.16) that permits defendants to bring early challenges to causes of action against them that allegedly arise from protected litigation activity if those causes of action lack minimal merit. The defendants that filed these special motions to strike asserted that the claims against them arise from communicative conduct in the course of quasi-judicial proceedings, such as regulatory inquiries, and that the Trust cannot establish a likelihood of prevailing on its claims against them. The Trust opposed these motions, and the matters were heard on July 28, 2020, and taken under submission on that date. On August 14, 2020, the Court entered orders: (i) granting the motion to strike filed by Sidley Austin LLP and Neal Sullivan, and (ii) granting in part and denying in part the motion to strike filed by Davis Graham & Stubbs LLP and S. Lee Terry, Jr. In September 2020, the Trust filed notices of appeal of the foregoing orders, and Davis Graham & Stubbs LLP and S. Lee Terry, Jr. subsequently filed a cross-appeal. On January 27, 2021, the Court entered an order granting, in part, a motion for attorneys’ fees filed by Sidley Austin LLP and Neal Sullivan, pursuant to which the movants were awarded $282,500.00 in fees and $5,557.87 in costs.

Table of Contents

PART II. OTHER INFORMATION (Continued)

Item 1.

Legal Proceedings (Continued)

On April 13, 2020, four sets of defendants – Rome McGuigan, P.C. and Brian Courtney; Bailey Cavalieri LLC and Thomas Geyer; Robinson & Cole LLP and Shant Chalian; and Finn Dixon & Herling LLP and Reed Balmer – filed motions to quash the service of summonses. The defendants that filed these motions asserted that they are not subject to suit in California because they do not have sufficient contacts with California to justify a California court’s exercise of jurisdiction over them. The Trust opposed these motions, and the matters were heard in part on July 15, 2020 and in part on July 20, 2020, and (with exception of the motion filed by Finn Dixon & Herling LLP and Reed Balmer) were taken under submission on July 20, 2020. The motion filed by Finn Dixon & Herling LLP and Reed Balmer was taken off calendar prior to July 20, 2020, and the parties thereafter reached a confidential settlement. On July 21, 2020, the Court entered orders granting the motions to quash filed by Rome McGuigan, P.C. and Brian Courtney; Bailey Cavalieri LLC and Thomas Geyer; and Robinson & Cole LLP and Shant Chalian. On September 10, 2020, the Trust filed a notice of appeal of the foregoing orders.

On June 16, 2020, the Trust reached a confidential settlement with Balcomb & Green, P.C. and Lawrence R. Green. On July 6, 2020, these defendants filed a motion seeking the Court’s determination that the settlement was made in good faith under a California statute (Civil Procedure Code section 877.6) that permits settling defendants to seek a good faith settlement finding in order to bar any other defendant from seeking contribution or indemnity. The motion was unopposed, and the Court entered an order granting it on August 12, 2020.

On January 21, 2021, the Trust reached a confidential settlement with Robinson & Cole LLP and Shant Chalian. As part of that settlement, the appeal of the jurisdictional ruling as to those parties has been dismissed.

On October 28, 2020, the Trust filed a federal lawsuit against four defendants that prevailed on the motions to quash service of summons in the California state court action (Rome McGuigan, P.C.; Brian Courtney; Bailey Cavalieri LLC; and Thomas Geyer), as well as a fifth defendant (Ivan Acevedo), and certain “Doe” defendants.” The case is styled Goldberg v. Rome McGuigan, P.C., et al., Case No. 2:20-cv-09958-JFW-SK (C.D. Cal.). The complaint contains counts for (i) violations of section 10(b) of the Exchange Act and Rule 10b-5; (i) aiding and abetting fraud; (iii) aiding and abetting breach of fiduciary duty; (iv) negligent misrepresentation; (v) professional negligence; (vi) aiding and abetting conversion; (vii) actual fraudulent transfer; and (viii) constructive fraudulent transfer. The conduct challenged in the complaint includes certain of the same conduct challenged in the California state court action, and a footnote in the complaint explains: “Plaintiff filed an action in Los Angeles Superior Court against [four of these defendants] raising some of the claims asserted in this action. Those defendants filed a motion to quash service, alleging that the court did not have personal jurisdiction. The Court granted those motions, and Plaintiff appealed. Plaintiff brings this action to preserve his rights and ensure that his claims against [the defendants] are adjudicated on the merits. Should the state court appeal be successful, resulting in two cases being simultaneously litigated on the merits in two forums, [plaintiff] will consider dismissing this action and litigating the case in state court.” On January 4, 2021, the four defendants from the California state court action filed motions to dismiss this federal lawsuit, and on March 4, 2021, the court entered an ~~initial status conference~~ order ~~setting a status conference~~granting those motions in part by dismissing the first count (arising under the federal securities laws), without ruling on the remaining counts (arising under state law) in light of potential personal jurisdiction issues. On March 29, 2021, the same four defendants again moved to dismiss the remaining counts for ~~February 28, 2020.~~lack of personal jurisdiction, and on April 23, 2021 the federal court granted those motions.

Comerica Bank litigation. ~~There are~~On August 6, 2021, the Trust agreed to the terms of a settlement of two pending actions against Comerica Bank. The terms of the settlement, reached following negotiations with Comerica Bank and the plaintiffs in a putative class action against Comerica Bank in the United States District Court for the Central District of California ~~against~~(the “District Court”), are the subject of a Settlement Agreement among the plaintiffs, Comerica Bank, and the Trust (“Comerica Settlement Agreement”). Comerica Bank is the institution at which the Debtors maintained all of their bank accounts, ~~alleging various causes~~and these actions arise out of ~~action:~~the Debtors’ former banking relationships with Comerica Bank. The Comerica Settlement Agreement is referenced hereto as Exhibit 10.16.

~~(1)~~

Table of Contents

PART II. OTHER INFORMATION (Continued)

Item 1.

Legal Proceedings (Continued)

The Comerica Settlement Agreement resolves two actions. One of the actions, captioned In re Woodbridge Investments Litigation, Case No. 2:18-cv-00103-DMG-MRW (C.D. Cal.), is a consolidated putative class action in District Court brought on behalf of former ~~Noteholders~~noteholders and ~~Unitholders against Comerica Bank. It~~unitholders of the Debtors (the “California Class Action”). The California Class Action is comprised of five separate lawsuits filed between January 4, 2018 and April 26, ~~2018. The five lawsuits were~~2018 and, as consolidated, ~~Lead Class Counsel was appointed, and Lead Class Counsel filed a Consolidated Class Action Complaint on September 19, 2019. The Consolidated Class Action Complaint asserts~~asserted claims for aiding and abetting fraud, ~~(Count 1),~~ aiding and abetting breach of fiduciary duty, ~~(Count 2),~~ negligence, ~~(Count 3),~~ and violations of California’s unfair competition ~~law (Count 4).~~

~~On November 1, 2019, Comerica moved to dismiss~~law. The Trust believes that it is the ~~Consolidated~~largest member of the putative class in the California Class Action, Complaint under Federal Rule of Civil Procedure 12(b)(6) (failure to state a claim upon which relief can be granted) and Federal Rule of Civil Procedure 12(b)(1) (lack of subject matter jurisdiction). With respect to Count 1 (aiding and abetting fraud) and Count 2 (aiding and abetting breach of fiduciary duty), Comerica argues that the Class Plaintiffs’ allegations do not demonstrate that Comerica had actual knowledge of the underlying fraud and breach of fiduciary duty that Comerica is alleged to have aided and abetted; with respect to Count 3 (negligence), Comerica argues that there is no duty of care owed to non-customers of Comerica; and with respect to Count 4 (California Unfair Competition Law), Comerica argues that a claim for unfair competition fails when there is no actual knowledge of fraud or breach of fiduciary duty and no duty owed. In addition, Comerica argues that all causes of action fail to state a claim for the additional reason that Comerica’s filing or non-filing of a Suspicious Activity Report under federal law cannot support any of the causes of action, and that the court lacks subject matter jurisdiction because all of the causes of action belong to the Liquidation Trust such that the Class Plaintiffs lack standing to pursue them. As of December 31, 2019, Comerica’s motion to dismiss was scheduled for hearing on January 24, 2020. On January 22, 2020, the court entered an order determining that the motion is appropriate for decision without oral argument, taking the matter under submission. No ruling has yet been issued.

~~The Trust holds a beneficial interest~~as holder of approximately ~~60%~~60.9% of ~~this action~~all claims against Comerica based on the claims contributed to the Trust by former ~~Noteholders and Unitholders.~~investors of the Debtors.

~~(2)~~ The other action resolved by the settlement, captioned Michael I. Goldberg ~~vs.~~as trustee for the Woodbridge Liquidation Trust v. Comerica Bank, Adv. Pro. No. 20-ap-50452-BLS ~~(Bankr.D.Del., originally filed Apr. 26, 2019 in California and transferred on February 5, 2020 to Delaware)~~(Bankr. D. Del.), is an ~~action by~~adversary proceeding pending in the Bankruptcy Court, in which the Trust has asserted claims against Comerica Bank ~~alleging~~for fraudulent ~~transfer liability~~transfers under the California Civil ~~Code.~~Code the (the “Delaware Adversary Action”). The ~~Trust’s complaint~~Delaware Adversary Action also incorporates the claims asserted against Comerica Bank in the ~~class action (referenced in paragraph (1) above)~~California Class Action to the extent that such claims ~~are~~may ultimately be determined to belong to the ~~Trust~~Debtors’ estates rather than to individual former ~~Noteholders~~noteholders and ~~Unitholders.~~unitholders.

Under the terms of the Comerica Settlement Agreement, the California Class Action is required to be settled as a class action, subject to District Court approval, on the basis of a class defined to consist of (i) the Trust, as assignee of the claims of the holders of Net Claims (as defined in the Settlement Agreement) in Class 3 (Standard Note Claims, as defined in the Plan) and Class 5 (Unit Claims, as defined in the Plan) of the Plan who are Contributing Claimants (as defined in the Plan) and (ii) the holders of Net Claims (as defined in the Settlement Agreement) in Class 3 (Standard Note Claims, as defined in the Plan) and Class 5 (Unit Claims, as defined in the Plan) of the Plan who are not Contributing Claimants (as defined in the Plan). For purposes of distributions under the Settlement Agreement, the holders of Net Claims who are not Contributing Claimants are deemed to be the holders of such Net Claims as of February 15, 2019.

Under the Comerica Settlement Agreement, Comerica Bank has agreed to pay (including through its insurers) an aggregate of $54.5 million, consisting of $54.2 million to settle the California Class Action (the “Class Payment”) and $300,000 to settle the Delaware Adversary Action (the “FT Payment”). The Class Payment is intended to provide recoveries to members of the plaintiff class and to fund, in amounts to be determined by the District Court, the legal fees of plaintiffs’ counsel in the California Class Action, not to exceed 25% of the California Class Action settlement payment, the costs of administering the settlement, and certain incentive award for the class representatives. Under the Comerica Settlement Agreement, Comerica Bank (and certain related parties) is required to be released from all claims advanced, or that could have been advanced, related to the facts alleged in the California Class Action or the Delaware Adversary Action.

The settlement amount is to be paid within ten business days of the Settlement Effective Date (as defined in the Comerica Settlement Agreement). The Net Class Consideration (defined as the Class Payment minus Court-awarded attorneys’ fees and costs) is required to be distributed to class members as set forth in the Settlement Agreement, resulting in a distribution to the Trust of approximately 60.9% of the Net Class Consideration (corresponding to the Trust’s holding of approximately 60.9% of all claims against Comerica based on the claims contributed to the Trust by former investors of the Debtors). No costs of administration or incentive award will be deducted from the Trust’s share of the Net Class Consideration. The Trust has agreed not to opt out of the settlement with respect to these claims. The FT Payment is required to be distributed to the Trust. The FT Payment is not subject to reduction for any reason, including attorneys’ fees, costs of administration, or incentive awards.

The proposed settlement of the California Class Action is subject to court approval, and settlement of the Delaware Adversary Action is subject to settlement of the Class Action. Court approval and payment of the proposed settlement amounts is expected by the first quarter of calendar year 2022 but could be delayed by appeals or other proceedings. Additionally, Comerica has the right to terminate the settlement if class members accounting for more than an agreed amount of claims elect to opt out of the settlement.

3231

~~Index~~Table of Contents

PART II. OTHER INFORMATION ~~(CONTINUED)~~(Continued)

Item 1.

Legal Proceedings (Continued)

On June 28, 2019, Comerica filed three motions: (i) a motion to transfer venue to the Bankruptcy Court; (ii) alternatively, a motion to dismiss the action for failure to state a claim; and (iii) a motion to strike the portion of the Complaint that incorporates the class action claims. Comerica argued that venue should be transferred to the Bankruptcy Court on the grounds that, ~~inter alia~~, that court is familiar with the facts underlying the litigation and is best positioned to adjudicate it. In the alternative, in the event that the court declines to transfer venue, Comerica argued that the Complaint should be dismissed on the grounds that, among other grounds, (i) the Trust’s claims are barred by the doctrine of ~~in pari delicto, and (ii) the transfers that the Trust seeks to recover are not avoidable as a matter of law because the payment of a secured banking obligation cannot be the subject of a fraudulent transfer claim.~~

~~On July 22, 2019, the Trust filed its omnibus opposition to the three Comerica motions.~~
On September 19, 2019, the court entered an order finding that the motions were appropriate for decision without oral argument and taking them under submission. As of December 31, 2019, the motions remained under submission. On February 5, 2020,3, 2021, the court entered an order granting ~~Comerica’s motion to transfer the case~~preliminary approval to the ~~Bankruptcy Court in Delaware, and denying the remaining two motions (to dismiss and to strike) as moot in light~~settlement of the ~~transfer, without prejudice to renewal by Comerica in the Bankruptcy Court. On February 6, 2020, the Bankruptcy Court opened the above-referenced docket number~~California Class Action. A hearing on final approval has been scheduled for ~~the transferred case.~~December 17, 2021.

Avoidance actions. The Trust is currently prosecuting numerous legal actions ~~and informally pursuing numerous other potential legal actions, to object to, subordinate, and/or reclassify claims asserted against the Debtors and/or~~ to recover preferential payments, fraudulent transfers, and other funds subject to recovery by the bankruptcy estate. ~~The Trust has filed approximately 490 legal actions of this nature.~~ These actions were filed in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), are pending before the Honorable ~~Brendan L. Shannon,~~J. Kate Stickles, and generally fall into the following categories:

•

Preferential transfers. Certain of the actions include claims arising under chapter 5 of the Bankruptcy Code, and seek to avoid or recover payments made by the Debtors during the 90 days prior to the December 4, 2017 bankruptcy filing, including payments to miscellaneous vendors and former Noteholders and Unitholders.

•

Fraudulent transfers (Interest to Noteholders and Unitholders). Certain of the actions include claims arising under chapter 5 of the Bankruptcy Code, and seek to avoid or recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for interest paid to former Noteholders and Unitholders.

•

Fraudulent transfers (Shapiro personal expenses). Certain of the actions include claims arising under chapter 5 of the Bankruptcy Code, and seek to avoid and recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for the personal expenses of Robert and Jeri Shapiro, including those identified in a forensic report prepared in connection with an SEC enforcement action in the United States District Court for the Southern District of Florida.

The Trust has filed over 400 legal actions of this nature, many of which have been resolved, resulting in recoveries by or judgments in favor of the Trust. Since inception and as of October 31, 2021, the Trust has obtained judgments of approximately $8.17 million and has entered into settlements in approximately 200 legal actions and approximately 245 potential avoidance claims for which litigation was not filed, resulting in an aggregate of approximately $16.36 million of cash payments made or due to the Trust and approximately $9.93 million in reductions of claims against the Trust.

In addition, other legal proceedings are being prosecuted by the Trust and United States governmental authorities, which actions may result in recoveries in favor of the Trust. Such actions currently include:

•

Fraudulent transfers and fraud (against former agents). These actions, which arise under chapter 5 of the Bankruptcy Code and applicable state law governing fraudulent transfers, seek to avoid and recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for commissions to former agents, as well as for fraud, aiding and abetting fraud, and the unlicensed sale of securities asserted by the Trust based on claims contributed to the Trust by defrauded investors. These actions were filed by the Trust in the United States Bankruptcy Court for the District of Delaware between November 15, 2019 and December 4, 2019. Actions of this type are also being pursued by the SEC, and it is the Trust’s understanding that any recoveries obtained by the SEC will be transmitted to the Trust pursuant to a Fair Fund established by the SEC.

•

Actions regarding the Shapiro’s personal assets. On December 4, 2019, the Trust filed an action in the Bankruptcy Court, Adv. Pro. No. 10-51076 (BLS), Woodbridge Liquidation Trust v. Robert Shapiro, Jeri Shapiro, 3X a Charm, LLC, Carbondale Basalt Owners, LLC, Davana Sherman Oaks Owners, LLC, In Trend Staging, LLC, Midland Loop Enterprises, LLC, Schwartz Media Buying Company, LLC and Stover Real Estate Partners LLC. In this action, the Trust asserts claims under chapter 5 of the Bankruptcy Code and applicable state law for avoidance of preferential and fraudulent transfers together with claims for fraud, aiding and abetting fraud, the unlicensed sale of securities, breach of fiduciary duty and unjust enrichment. The Trust seeks to recover damages and assets held in the names of Robert Shapiro, Jeri Shapiro and their family members and entities owned or controlled by them, which assets the Trust contends are beneficially owned by the Debtors or for which the Debtors are entitled to recover based on the Shapiros’ defalcations, including over $20 million in avoidable transfers.

~~Preferential transfers~~Table of Contents

PART II. OTHER INFORMATION (Continued)

Item 1.

Legal Proceedings (Continued)

•

Criminal proceeding and forfeiture. In connection with the United States’ criminal case against Robert Shapiro (Case No. No. 19-20178-CR-ALTONAGA (S.D. Fla. 2019)), Shapiro agreed to the forfeiture of certain assets. The Trust filed a petition in the Florida court to claim the Forfeited Assets as property of the Debtors’ estates, and therefore as property that had vested in the Trust pursuant to the Plan. The Trust has entered into an agreement with the United States Department of Justice to resolve its claim. The agreement was approved by the Bankruptcy Court on September 17, 2020 and was approved by the United States District Court on October 1, 2020. Among other things, the agreement provides for the release of specified Forfeited Assets by the United States to the Trust, and for the Trust to liquidate those assets and distribute the net sale proceeds to Qualifying Victims, which include the vast majority of Trust beneficiaries—specifically, all former holders of Class 3 and 5 claims under the Plan and their permitted assigns—but do not include former holders of Class 4 claims under the Plan. The Trust has taken possession of the Forfeited Assets.

Wind-Down Group litigation. The Wind-Down Group owns a portfolio of real estate assets, which includes secured loans and other properties. As part of its recovery efforts, the Wind-Down Group, through its subsidiaries, is involved in ordinary routine litigation incidental to such assets. Among other litigation, certain Woodbridge entities (including the Trust, the Wind-Down Entity, and WB 8607 Honoapiilani, LLC) filed an action against Certain Underwriters at Lloyd’s of London in Los Angeles Superior Court, alleging that the defendant insurer breached its obligations under an insurance policy purchased to protect a property owned by WB 8607 Honoapiilani (a subsidiary of the ~~actions include claims arising under chapter 5~~Wind-Down Entity) in Hawaii, which property was destroyed by fire in August 2017. The Superior Court granted the defendant’s motion for summary judgment, and on March 25, 2021 entered judgment in favor of the ~~Bankruptcy Code, and seek to avoid or recover~~defendant. The judgment provided that plaintiffs take nothing by way of the complaint. Further, the judgment provided that defendant refund plaintiffs for the premium payments ~~made~~under the insurance policy at issue in the lawsuit ($110,829.43), less all amounts paid by the ~~Debtors during~~defendant in respect of claims under the ~~90 days prior to~~policy ($97,770.38) and less defendant’s costs (defendant has requested costs of $9,874.71). Plaintiffs have appealed the ~~December 4, 2017 bankruptcy filing, including payments to miscellaneous vendors and former Noteholders and Unitholders.~~

judgment.

~~Fraudulent transfers (Interest to Noteholders and Unitholders)~~. Certain of the actions include claims arising under chapter 5 of the Bankruptcy Code, and seek to avoid or recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for interest paid to former Noteholders and Unitholders.

~~Fraudulent transfers (Shapiro personal expenses)~~. Certain of the actions include claims arising under chapter 5 of the Bankruptcy Code, and seek to avoid and recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for the personal expenses of Robert and Jeri Shapiro, including those identified in a forensic report prepared in connection with an SEC enforcement action in the United States District Court for the Southern District of Florida.

~~Index~~Table of Contents

PART II. OTHER INFORMATION ~~(CONTINUED)~~

~~Item 1.~~

~~Legal Proceedings~~ (Continued)

~~Fraudulent transfers and fraud (against former agents)~~. These actions, which arise under chapter 5 of the Bankruptcy Code and applicable state law governing fraudulent transfers, seek to avoid and recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for commissions to former agents, as well as for fraud, aiding and abetting fraud, and the unlicensed sale of securities asserted by the Trust based on claims contributed to the Trust by defrauded investors. These actions were filed by the Trust in the United States Bankruptcy Court for the District of Delaware between November 15, 2019 and December 4, 2019. Actions of this type are also being pursued by the SEC, and it is the Trust’s understanding that any recoveries obtained by the SEC will be transmitted to the Trust pursuant to a “Fair Fund” established by the SEC.

~~Actions regarding the Shapiro’s personal assets. On December 4, 2019, the Trust filed an action in the United States Bankruptcy Court for the District of Delaware, Adv. Pro. No. 10-51076 (BLS), Woodbridge~~ Liquidation Trust v. Robert Shapiro, Jeri Shapiro, 3X a Charm, LLC, Carbondale Basalt Owners, LLC, Davana Sherman Oaks Owners, LLC, In Trend Staging, LLC, Midland Loop Enterprises, LLC, Schwartz Media Buying Company, LLC and Stover Real Estate Partners LLC. In this action, the Trust asserts claims under chapter 5 of the Bankruptcy Code and applicable state law for avoidance of preferential and fraudulent transfers together with claims for fraud, aiding and abetting fraud, the unlicensed sale of securities, breach of fiduciary duty and unjust enrichment. The Trust seeks to recover damages and assets held in the names of Robert Shapiro, Jeri Shapiro and their family members and entities owned or controlled by them, which assets the Trust contends are beneficially owned by the Debtors or for which the Debtors are entitled to recover based on the Shapiros’ defalcations, including over $20 million in avoidable transfers. The Trust is engaged in discussions with the DOJ regarding the transfer by the DOJ to the Trust of any forfeited assets for distribution to the Interestholders.

~~Index~~

~~PART II. OTHER INFORMATION (CONTINUED)~~

Item 1A.

Risk Factors

Please see the applicable risks in Item 1A of ~~Amendment No. 2 to~~ our Annual Report on Form ~~10 Registration Statement~~10-K filed with the SEC on ~~January 6, 2020.~~September 27, 2021.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

In accordance with the Plan, all Liquidation Trust Interests have been issued without registration under the Securities Act. The Liquidation Trust Interests have been issued only to holders of allowed claims in Class 3, Class 4, and Class 5 under the Plan entirely in exchange for such claims. See “Item 1. Business - D. Plan Provisions Regarding the Company - 2. Treatment under the Plan of holders of claims against and equity interests in the Debtors” of our Annual Report on Form 10-K filed with the SEC on September 27, 2021. During the period from February 15, 2019 (inception) through September 30, 2021, the Trust has issued an aggregate of 11,534,607 Class A Interests and an aggregate of 677,624 Class B Interests. As of September 30, 2021, the Trust had 11,511,765 Class A Interests and 675,617 Class B Interests outstanding. All Liquidation Trust Interests were issued on the Plan Effective Date ~~and~~or from time to time thereafter as soon as practicable as and when claims in ~~respect of which Liquidation Trust Interests were issuable~~Class 3, Class 4 or Class 5 have become allowed.

During the three months ended ~~December 31, 2019,~~September 30, 2021, the Trust issued the following Liquidation Trust Interests:

Date of Sale
Number of
Class A
Interests Sold

Number of
Class B
Interests Sold

Nature of the
Transaction

Consideration
Received


October 7, 2019 547.43 -
Surrender of
claims

Surrender of
claims


October 31, 2019 6,130.88 -
Surrender of
claims

Surrender of
claims


November 11, 2019 2,618.48 608.16
Surrender of
claims

Surrender of
claims


November 25, 2019 5,019.83 1,780.82
Surrender of
claims

Surrender of
claims


December 10, 2019 48,095.23 18,243.02
Surrender of
claims

Surrender of
claims


Total 62,411.85 20,632.00

Date of Sale	Number of Class A Interests Sold		Number of Class B Interests Sold		Nature of the Transaction	Consideration Received

July 28, 2021		301.67		-	Allowance of	Allowance of
					claims	claims
Total		301.67		-

As of December 31, 2019 and February 12, 2020, the aggregate number of outstanding Class A Liquidation Trust Interests was 11,516,274 and the aggregate number of outstanding Class B Liquidation Trust Interests was 675,839.

The issuance of Liquidation Trust Interests has occurred in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) exempts the offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws and regulation if (i) the securities are offered and sold under a plan of reorganization and are securities of the debtor, of an affiliate of the debtor participating in a joint plan with the debtor, or of a successor to the debtor under the plan; (ii) the recipients of the securities hold a pre-petition or administrative claim against the debtor or an interest in the debtor; and (iii) the securities are issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Trust believes that the Liquidation Trust Interests are securities of a “successor” to the Debtors within the meaning of Section 1145(a)(1), and such securities were issued under the Plan entirely in exchange for allowed claims in Class 3, Class 4, and Class 5.5 under the Plan.

Item 3.

Defaults upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

3534

~~Index~~Table of Contents

PART II. OTHER INFORMATION ~~(CONTINUED)~~(Continued)

~~Item 3.~~

~~Defaults upon Senior Securities~~

~~None.~~

~~Item 4.~~

~~Mine Safety Disclosures~~

~~None.~~

~~Item 5.~~

~~Other Information~~

~~None.~~

Item 6.

Exhibits

Exhibit Description

2.1*2.1	First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors dated August 22, 2018, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

3.1*3.1	Certificate of Trust of Woodbridge Liquidation Trust ~~filed~~dated February 14 ~~2019~~ and effective February 15, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

3.2*3.2	Liquidation Trust Agreement of Woodbridge Liquidation Trust dated February 15, 2019, as amended by Amendment No. 1 dated August 21, 2019 and Amendment No. 2 dated September 13, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

3.3**3.3	Amendment No. 3 to Liquidation Trust Agreement dated as of November 1, 2019, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.

3.4***3.4	Amendment No. 4 to Liquidation Trust Agreement dated as of February 5, 2020, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on February 6, 2020.

3.5*3.5	Amended and Restated Bylaws of Woodbridge Liquidation Trust effective August 21, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

10.1*10.1	Limited Liability Company Agreement of Woodbridge Wind-Down Entity LLC dated February 15, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

10.2*10.2	Loan and Security Agreement ~~(Revolving Line of Credit)~~ dated ~~April 9, 2019 between~~June 19, 2020 by and among WB Propco, LLC and ~~First Republic~~WB 141 S. Carolwood, LLC, as Borrowers, Woodbridge Wind-Down Entity LLC, as Guarantor, and City National Bank of Florida, as Lender, incorporated herein by reference to Amendment No. 1 to the Current Report on Form 8-K filed by the Trust on June 29, 2020.

10.3	Agreement and Amendment to Loan and Security Agreement dated December 18, 2020 by and among WB Propco, LLC and WB 141 S. Carolwood, LLC, as Borrowers, Woodbridge Wind-Down Entity, LLC, as Guarantor, and City National Bank of Florida, as Lender, incorporated by reference herein to the Form 10-Q filed by the Trust on May 17, 2021.

10.4	Assumption Agreement and Joinder dated February 11, 2021 by and among WB Propco, LLC, WB 638 Siena, LLC and WB 642 St. Cloud, LLC, as co-borrowers, Woodbridge Wind Down Entity, LLC, as guarantor, and City National Bank of Florida, incorporated by reference herein to the Form 10-Q filed by the Trust on May 17, 2021.

10.5	Amended and Restated Security Agreement dated February 11, 2021 by WB Propco, LLC, WB 638 Siena, LLC and WB 642 St. Cloud, LLC in favor of City National Bank of Florida, incorporated by reference herein to the Form 10-Q filed by the Trust on May 17, 2021.

10.3*10.6	Amended and Restated Employment Agreement dated July 31, 2019 between Woodbridge Wind-Down Entity LLC and Frederick Chin, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

10.4*10.7	First Amendment to Amended and Restated Employment Agreement dated September 24, 2020 between Woodbridge Wind-Down Entity LLC and Frederick Chin, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.

10.8	Indemnification Agreement dated February 27, 2019 between Woodbridge Wind-Down Entity LLC and Frederick Chin, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

~~Index~~

~~PART II. OTHER INFORMATION (CONTINUED)~~


10.5**10.9	Employment Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.

Table of Contents

PART II. OTHER INFORMATION (Continued)

Item 6.

Exhibits (Continued)

10.10	First Amendment to Employment Agreement dated September 24, 2020 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.

10.6**10.11	Indemnification Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.

10.7**10.12	Employment Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, II incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.

10.8**10.13	First Amendment to Employment Agreement dated September 24, 2020 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.

10.14	Indemnification Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, IIincorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.

~~31.1~~10.15	Stipulation and Settlement Agreement between the United States and Woodbridge Liquidation Trust, as approved by order of the United States Bankruptcy Court for the District of Delaware entered September 17, 2020, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.

10.16	Settlement Agreement dated August 6, 2021 by and among Mark Baker, Jay Beynon as Trustee for the Jay Beynon Family Trust DTD 10/23/1998, Alan and Marlene Gordon, Joseph C. Hull, Lloyd and Nancy Landman, and Lilly A. Shirley on behalf of themselves and the proposed Settlement Class, Michael I. Goldberg, as Trustee for Woodbridge Liquidation Trust, and Comerica Bank, incorporated herein by reference to the Form 10-K filed by the Trust on September 27, 2021.

31.1*	Certification of Liquidation Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~32.1~~32.1*	Certification of Liquidation Trustee pursuant to 18 U.S.C. 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1*99.1	Findings of Fact, Conclusions of Law, and Order Confirming the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors, entered October 26, 2018,

*	~~Incorporated~~ incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

Table of Contents

PART II. OTHER INFORMATION (Continued)

Item 6.

Exhibits (Continued)

** 101	~~Incorporated by reference to Amendment No. 1 to Registration Statement~~The following financial statements from the Woodbridge Liquidation Trust Quarterly Report on Form ~~10 filed by~~10-Q for the ~~Trust on December 13, 2019.~~ quarter ended September 30, 2021, formatted in eXtensible Business Reporting Language (XBRL): (i) consolidated statements of net assets in liquidation as of September 30, 2021 and June 30, 2021, (ii) consolidated statements of changes in net assets in liquidation for the three months ended September 30, 2021 and 2020, (iii) the notes to the consolidated financial statements. XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

~~***~~ 104	~~Incorporated by reference to the Current Report on Form 8-K filed by the Trust on February 6, 2020.~~ Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

~~SIGNATURES~~*Filed herewith

Table of Contents

SIGNATURES

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

	Woodbridge Liquidation Trust

Date: ~~February 13, 2020~~ November 12, 2021	By:	/s/ Michael I. Goldberg

		Michael I. Goldberg,
		Liquidation Trustee

3738

Delaware		36-7730868
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employment Identification No.)

~~14140 Ventura Boulevard~~201 N. Brand Blvd., Suite ~~302~~M ~~Sherman Oaks,~~Glendale, California		~~91423~~91203
(Address of principal executive offices)		(Zip Code)

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☒
	~~(Do not check if smaller reporting company)~~	Emerging growth company ☒

	12/31/2019		6/30/2019

Assets
Real estate assets held for sale, net (Note 3):
Single family homes under development	$	234,690	$	265,340
Real estate assets available for sale		137,806		216,336
Subtotal		372,496		481,676

Cash		98,830		34,998

Restricted cash (Note 4)		2,971		3,364

Other assets (Note 5)		3,596		2,436

Total assets	$	477,893	$	522,474

Liabilities
Accounts payable and accrued liabilities	$	297	$	441
Distributions payable		1,738		1,814
Accrued liquidation costs (Note 6)		141,275		190,248

Total liabilities	$	143,310	$	192,503

Commitments and Contingencies (Note 12)

Net Assets in Liquidation	$	334,583	$	329,971

	September 30, 2021									June 30, 2021

	Number of Assets		Gross Value		Closing and Other Costs			Net Value		Number of Assets		Gross Value		Closing and Other Costs			Net Value

Single-family homes		5	$	104,750	$	(6,285	)	$	98,465		7	$	146,750	$	(8,805	)	$	137,945

Other real estate assets:
Secured loans		4		1,936		(87	)		1,849		4		1,945		(87	)		1,858
Other properties		2		1,107		(55	)		1,052		2		1,107		(55	)		1,052
Subtotal		6		3,043		(142	)		2,901		6		3,052		(142	)		2,910

Total		11	$	107,793	$	(6,427	)	$	101,366		13	$	149,802	$	(8,947	)	$	140,855

PART I. FINANCIAL INFORMATION

			~~Item 1.~~	~~Financial Statements~~
	Item 1.	Financial Statements
		Consolidated Statements of Net Assets in Liquidation (Unaudited) as of ~~December 31, 2019~~September 30, 2021 and June 30, ~~2019~~ 2021 ~~(unaudited)~~	21

	Consolidated Statements of Changes in Net Assets in Liquidation (Unaudited) for the Three ~~and Six~~ Months Ended ~~December 31, 2019~~ September 30, 2021 and 2020 ~~(unaudited)~~		32

	Notes to Consolidated Financial Statements ~~as of December 31, 2019 (unaudited)~~(Unaudited) for the Three Months Ended September 30, 2021 and 2020		43

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2927

	Item 4.	Controls and Procedures	2927

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	3028

	Item 1A.	Risk Factors	3534

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3534

	Item 3.	Defaults upon Senior Securities	3634

	Item 4.	Mine Safety Disclosures	3634

	Item 5.	Other Information	3634

	Item 6.	Exhibits	3635

	9/30/2021		6/30/2021

Assets
Real estate assets held for sale, net (Note 3)
Single-family homes	$	98,465	$	137,945
Other real estate assets		2,901		2,910
Subtotal		101,366		140,855

Cash and cash equivalents		80,271		45,369

Restricted cash (Note 4)		8,117		8,273

Other assets (Note 5)		5,596		5,473

Total assets	$	195,350	$	199,970

Liabilities
Accounts payable and accrued liabilities	$	209	$	160
Distributions payable		4,550		4,687
Accrued liquidation costs (Note 6)		56,048		65,583

Total liabilities	$	60,807	$	70,430

Commitments and contingencies (Note 14)		0		0

Net Assets in Liquidation
Restricted for Qualifying Victims (Note 7)	$	3,167	$	3,167
All Interestholders		131,376		126,373

Total net assets in liquidation	$	134,543	$	129,540

	Three Months Ended September 30, 2021						Three Months Ended September 30, 2020
	Restricted For Qualifying Victims		All Interestholders		Total		Restricted For Qualifying Victims		All Interestholders			Total

Net Assets in Liquidation as of beginning of period	$	3,167	$	126,373	$	129,540	$	0	$	264,517		$	264,517

Change in assets and liabilities (Note 8):
Restricted for Qualifying Victims -
Change in carrying value of assets and liabilities, net		0		0		0		0		0			0

All Interestholders:
Change in carrying value of assets and liabilities, net		0		4,904		4,904		0		5,083			5,083
Distributions (declared) reversed, net		0		99		99		0		(29,877	)		(29,877	)
Net change in assets and liabilities		0		5,003		5,003		0		(24,794	)		(24,794	)
Net Assets in Liquidation as of end of period	$	3,167	$	131,376	$	134,543	$	0	$	239,723		$	239,723

	Three Months Ended December 31, 2019		Six Months Ended December 31, 2019

Net Assets in Liquidation as of beginning of period	$	333,582	$	329,971

Change in assets and liabilities (Note 7):
Change in carrying value of assets and liabilities, net		960		4,535
Distributions reversed		41		77
Net change in assets and liabilities		1,001		4,612

Net Assets in Liquidation as of December 31, 2019	$	334,583	$	334,583

	December 31, 2019									June 30, 2019

	Number of Assets		Gross Value		Closing and Other Costs			Net Value		Number of Assets		Net Value
Single-family homes under development		12	$	249,500	$	(14,810	)	$	234,690		14	$	265,340

Real estate assets available for sale:
Single-family homes		5		133,500		(7,300	)		126,200		11		182,878
Lots		19		4,410		(332	)		4,078		35		15,658
Secured loans		18		4,184		(209	)		3,975		20		5,302
Other properties		13		3,740		(187	)		3,553		15		12,498
Subtotal		55		145,834		(8,028	)		137,806		81		216,336

Total		67	$	395,334	$	(22,838	)	$	372,496		95	$	481,676

	September 30, 2021		June 30, 2021

Distributions restricted by the Company related to unresolved claims, distributions for recently allowed claims, uncashed distribution checks, distributions withheld due to pending avoidance actions and distributions that the Trust is waiting for further beneficiary information	$	4,550	$	4,687
Forfeited Assets (Note 7)		1,817		1,836
Interest reserve (Note 9)		1,750		1,750
Total restricted cash	$	8,117	$	8,273

	December 31, 2019		June 30, 2019

Distributions related to unresolved claims and uncashed distribution checks, restricted by the Company	$	1,734	$	1,810

Fair Funds, legally restricted for distribution		1,237		1,237

Other		-		317

Total restricted cash	$	2,971	$	3,364

	December 31, 2019		June 30, 2019

Insurance claim receivable	$	1,900	$	1,900

Settlement installments receivable		988		518

Other		708		18

Total other assets	$	3,596	$	2,436

Reduction of state, local and other taxes	$	2,890
Settlement recoveries recognized, net		1,402
Sales proceeds in excess of carrying value		1,424
Remeasurement of assets and liabilities, net		(5,040	)
Other		284
Change in carrying value of assets and liabilities, net	$	960

	Less than 1 year		1-3 years		3-5 years		5 years		Total
Construction contracts (1)									$	52,000
Office lease	$	160	$	-	$	-	$	-		160
Total	$	160	$	-	$	-	$	-	$	52,160