Organization | Organization New York City REIT, Inc. (including, New York City Operating Partnership L.P., (the “OP”) and its subsidiaries, the “Company”) is an externally managed entity that has qualified to be taxed as a real estate investment trust for United States (“U.S.”) federal income tax purposes (“REIT”). We invest primarily in office properties located exclusively within the five boroughs of New York City, primarily Manhattan. The Company has also purchased certain real estate assets that accompany office properties, including retail spaces and amenities, and may purchase hospitality assets, residential assets and other property types also located exclusively within the five boroughs of New York City. As of June 30, 2022, the Company owned eight properties consisting of 1.2 million rentable square feet, acquired for an aggregate purchase price of $790.7 million. At our 1140 Avenue of the Americas property, in the third quarter of 2021 we began operating Innovate NYC, a co-working company that is specific to this property only, that offers move-in ready private offices, virtual offices, and meeting space on bespoke terms to clients. Substantially all of the Company’s business is conducted through the OP and its wholly-owned subsidiaries. The Company’s advisor, New York City Advisors, LLC (the “Advisor”), manages the Company’s day-to-day business with the assistance of the Company’s property manager, New York City Properties, LLC (the “Property Manager”). The Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to the Company. The Company also reimburses these entities for certain expenses they incur in providing these services. Restatement and Revision of Previously Issued Consolidated Interim Financial Statements In connection with the preparation of the consolidated financial statements for the third quarter September 30, 2022, the Company identified errors in its previously filed unaudited quarterly consolidated financial statements for the first two quarterly periods of 2022. The prior period errors related to unrecorded expenses directly related to its 2022 annual meeting which involved a contested proxy solicitation, as well as other administrative and operating expenses. In connection with these errors, the Company is (i) restating its previously issued unaudited condensed consolidated financial statements of the Company as of and for the three and six month periods ended June 30, 2022, as filed in the Company’s Quarterly Report on Form 10-Q filed on August 12, 2022 and (ii) revising its previously issued unaudited condensed consolidated financial statements of the Company as of and for the three month period ended March 31, 2022, as filed in the Company’s Quarterly Report on Form 10-Q filed on May 13, 2022. Restatement of the Three and Six Months Ended June 30, 2022 As described above, the Company identified errors related to unrecorded expenses directly related to its 2022 contested proxy, as well as other administrative and operating expenses. As a result of the failure to accrue these expenses due to third parties, (i) property operating expenses, general and administrative expenses and total operating expenses were understated and (ii) Operating loss, net loss and comprehensive loss were understated in the three and six month periods ended June 30, 2022 by $1.7 million and $2.3 million, respectively. Management has evaluated these errors and determined the Company’s financial statements included in its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2022 were materially misstated. The Company’s financial statements for the three and six months ended ended June 30, 2022 included in this Form 10-Q/A have been restated to include the effects of these expenses to correct the errors as follows: Consolidated Balance Sheet: As of June 30, 2022 As Previously Reported Adjustments As Restated Total Assets $ 805,941 — $ 805,941 Accounts payable, accrued expenses and other liabilities $ 15,377 2,335 $ 17,712 Total liabilities $ 470,798 2,335 $ 473,133 Distributions in excess of accumulated earnings $ (375,837) (2,335) $ (378,172) Total stockholders’ equity $ 318,813 (2,335) $ 316,478 Total equity $ 335,143 (2,335) $ 332,808 Consolidated Statements of Operations and Comprehensive Loss: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 (In thousands) As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Revenue from tenants $ 16,231 $ — $ 16,231 $ 31,877 $ — $ 31,877 Operating expenses: Asset and property management fees to related parties 1,785 — 1,785 3,707 — 3,707 Property operating 8,270 59 8,329 16,848 78 16,926 Equity-based compensation 2,201 — 2,201 4,321 — 4,321 General and administrative 3,506 1,669 5,175 5,904 2,257 8,161 Depreciation and amortization 7,041 — 7,041 14,022 — 14,022 Total operating expenses 22,803 1,728 24,531 44,802 2,335 47,137 Operating loss (6,572) (1,728) (8,300) (12,925) (2,335) (15,260) Other income (expense): Interest expense (4,703) — (4,703) (9,418) — (9,418) Other income (expense) 2 — 2 (35) — (35) Total other expense (4,701) — (4,701) (9,453) — (9,453) Net loss and Net loss attributable to common stockholders (11,273) (1,728) (13,001) (22,378) (2,335) (24,713) Other comprehensive income (loss): Change in unrealized gain on derivative 622 — 622 2,372 — 2,372 Other comprehensive income 622 — 622 2,372 — 2,372 Comprehensive loss (10,651) (1,728) (12,379) (20,006) (2,335) (22,341) Weighted-average shares outstanding — Basic and Diluted 13,433,690 13,433,690 13,367,040 13,367,040 Net loss per share attributable to common stockholders — Basic and Diluted (0.84) (0.13) (0.97) (1.68) (0.17) (1.85) Consolidated Statements of Changes in Equity: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 (In thousands) As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Distributions in excess of accumulated earnings, Beginning of the period $ (363,183) (607) $ (363,790) $ (350,709) $ — $ (350,709) Total Stockholders equity, beginning of the period $ 329,360 (607) $ 328,753 $ 338,989 $ — $ 338,989 Total equity, Beginning of the period $ 343,599 (607) $ 342,992 $ 351,136 $ — $ 351,136 Net loss $ (11,273) (1,728) $ (13,001) $ (22,378) $ (2,335) $ (24,713) Distributions in excess of accumulated earnings, end of the period $ (375,837) (2,335) $ (378,172) $ (375,837) $ (2,335) $ (378,172) Total Stockholders equity, end of the period $ 318,813 (2,335) $ 316,478 $ 318,813 $ (2,335) $ 316,478 Total equity, end of the period $ 335,143 (2,335) $ 332,808 $ 335,143 $ (2,335) $ 332,808 Consolidated Statements of Cash Flows: Six Months Ended June 30, 2022 (In thousands) As Previously Reported Adjustments As Restated Net loss $ (22,378) (2,335) $ (24,713) Changes in assets and liabilities: Accounts payable, accrued expenses and other liabilities $ 6,862 2,335 $ 9,197 Revision of the Three Months Ended March 31, 2022 In addition to the restatement described above, this Form 10-Q/A includes adjustments to the Company’s income statement and consolidated balance sheet as of and for the three month period ended March 31, 2022 in order to correct the following immaterial errors. As a result of the failure to accrue these expenses due to third parties, (i) property operating expenses, general and administrative expenses and total operating expenses were understated and (ii) operating loss, net loss and comprehensive loss were understated in the three month ended March 31, 2022 by $0.6 million. Management has evaluated these errors and determined the Company’s financial statements included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2022 were not materially misstated. However, in order to correctly state income for the six month period ended June 30, 2022 and the March 31, 2022 equity in this restated Form 10-Q/A, the March 31, 2022 financial statements will be revised to correct these errors when presented as part of the Company’s Form 10-Q filing for the quarter ended March 31, 2023, as follows: Consolidated Balance Sheet: As of March 31, 2022 (In thousands) As Previously Reported Adjustments As Revised Total Assets $ 810,182 — $ 810,182 Accounts payable, accrued expenses and other liabilities $ 10,141 607 $ 10,748 Total liabilities $ 466,583 607 $ 467,190 Distributions in excess of accumulated earnings $ (363,183) (607) $ (363,790) Total stockholders’ equity $ 329,360 (607) $ 328,753 Total equity $ 343,599 (607) $ 342,992 Consolidated Statements of Operations and Comprehensive Loss: Three Months Ended March 31, 2022 (In thousands) As Previously Reported Adjustments As Revised Revenue from tenants $ 15,646 $ — $ 15,646 Operating expenses: Asset and property management fees to related parties 1,922 — 1,922 Property operating 8,578 19 8,597 Equity-based compensation 2,120 — 2,120 General and administrative 2,398 588 2,986 Depreciation and amortization 6,981 — 6,981 Total operating expenses 21,999 607 22,606 Operating loss (6,353) (607) (6,960) Other income (expense): Interest expense (4,715) — (4,715) Other income (expense) (37) — (37) Total other expense (4,752) — (4,752) Net loss and Net loss attributable to common stockholders $ (11,105) $ (607) $ (11,712) Other comprehensive income (loss): Change in unrealized gain on derivative 1,750 — 1,750 Other comprehensive income 1,750 — 1,750 Comprehensive loss $ (9,355) (607) $ (9,962) Weighted-average shares outstanding — Basic and Diluted 13,299,650 13,299,650 Net loss per share attributable to common stockholders — Basic and Diluted $ (0.84) (0.04) $ (0.88) Consolidated Statements of Changes in Equity: Three Months Ended March 31, 2022 (In thousands) As Previously Reported Adjustments As Revised Distributions in excess of accumulated earnings, Beginning of the period $ (350,709) — $ (350,709) Total Stockholders equity, beginning of the period $ 338,989 — $ 338,989 Total equity, Beginning of the period $ 351,136 — $ 351,136 Net loss $ (11,105) (607) $ (11,712) Distributions in excess of accumulated earnings, end of the period $ (363,183) (607) $ (363,790) Total Stockholders equity, end of the period $ 329,360 (607) $ 328,753 Total equity, end of the period $ 343,599 (607) $ 342,992 Consolidated Statements of Cash Flows: Three Months Ended March 31, 2022 (In thousands) As Previously Reported Adjustment As Revised Net loss $ (11,105) (607) $ (11,712) Changes in assets and liabilities: Accounts payable, accrued expenses and other liabilities $ 1,384 607 $ 1,991 |