UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission file number: 000-55393 New York City REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 46-4380248 (Stat ...

PART I - FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for New York City REIT, Inc. as of September 30, 2019, and for the three and nine-month periods then ended [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (Unaudited, In millions) | (In millions) | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$909.3** | **$773.7** | | Total real estate investments, net | $755.5 | $684.3 | | Cash and cash equivalents | $53.8 | $48.0 | | **Total Liabilities** | **$482.7** | **$330.1** | | Mortgage notes payable, net | $394.6 | $291.7 | | **Total Stockholders' Equity** | **$426.6** | **$443.7** | - Total assets increased by approximately **$135.6 million**, primarily driven by a **$71.2 million** increase in net real estate investments and the addition of a **$55.6 million** operating lease right-of-use asset[9](index=9&type=chunk) - Total liabilities increased by approximately **$152.6 million**, mainly due to a **$103.0 million** increase in net mortgage notes payable and a new operating lease liability of **$54.9 million**[9](index=9&type=chunk) [Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Statement of Operations Highlights (Unaudited, In millions) | | Three Months Ended Sep 30, | Nine Months Ended Sep 30, | | :--- | :--- | :--- | | | **2019** | **2018** | **2019** | **2018** | | **Revenue from tenants** | **$18.6** | **$15.7** | **$52.2** | **$46.2** | | Total operating expenses | $19.0 | $18.2 | $55.8 | $55.7 | | Operating loss | $(0.3) | $(2.5) | $(3.6) | $(9.5) | | **Net loss** | **$(4.8)** | **$(5.9)** | **$(15.2)** | **$(19.0)** | | **Comprehensive loss** | **$(5.4)** | **$(5.9)** | **$(17.1)** | **$(19.0)** | | Net loss per share | $(0.16) | $(0.19) | $(0.49) | $(0.61) | - Revenue from tenants increased by **18.4%** for the third quarter and **13.1%** for the nine-month period year-over-year, primarily due to property acquisitions and leasing activity[11](index=11&type=chunk)[202](index=202&type=chunk)[210](index=210&type=chunk) - Net loss improved for both the three-month and nine-month periods in 2019 compared to 2018, driven by higher revenue and lower general and administrative expenses, which offset increased interest and property operating costs[11](index=11&type=chunk) [Consolidated Statements of Changes in Equity](index=5&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity) - Total stockholders' equity decreased from **$443.7 million** at December 31, 2018, to **$426.6 million** at September 30, 2019, primarily due to a net loss of **$15.2 million** and an other comprehensive loss of **$1.9 million** related to a derivative instrument[14](index=14&type=chunk) - In contrast to 2018, there were no distributions paid or common stock repurchases in the first nine months of 2019, whereas in the same period of 2018, the company paid **$7.7 million** in distributions and repurchased **$10.3 million** of common stock[17](index=17&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statement of Cash Flows Highlights (Unaudited, In millions) | | Nine Months Ended Sep 30, | | :--- | :--- | | | **2019** | **2018** | | **Net cash used in operating activities** | **$(0.5)** | **$(4.2)** | | **Net cash used in investing activities** | **$(43.8)** | **$(6.1)** | | **Net cash provided by financing activities** | **$51.1** | **$32.9** | | Net change in cash, cash equivalents and restricted cash | $6.8 | $22.6 | | Cash, cash equivalents and restricted cash, end of period | $61.6 | $69.8 | - Cash used in investing activities significantly increased to **$43.8 million** in 2019 from **$6.1 million** in 2018, primarily due to the **$38.3 million** net cash paid for the acquisition of the 196 Orchard Street property[21](index=21&type=chunk)[221](index=221&type=chunk) - Cash from financing activities increased to **$51.1 million** in 2019, driven by **$55.0 million** in proceeds from a new mortgage note, while in 2018, financing activities provided **$32.9 million**, which was offset by **$7.5 million** in distributions and **$7.3 million** in stock repurchases, neither of which occurred in 2019[21](index=21&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) - **Organization**: As of September 30, 2019, the Company owned eight properties in New York City with **1.2 million** rentable square feet, and has no employees, being managed by its Advisor, New York City Advisors, LLC[24](index=24&type=chunk)[28](index=28&type=chunk) - **Accounting Changes**: The Company adopted ASU 2016-02 (Leases) on January 1, 2019, resulting in the recognition of a right-of-use asset of **$55.6 million** and a lease liability of **$54.9 million** related to a ground lease[50](index=50&type=chunk)[57](index=57&type=chunk)[122](index=122&type=chunk) - **Real Estate Acquisition**: On July 17, 2019, the Company acquired three condominium units at 196 Orchard Street for a total of **$89.3 million** in assets, funded by **$51.0 million** in new mortgage debt and **$38.3 million** in cash[65](index=65&type=chunk)[66](index=66&type=chunk) - **Debt**: The Company's gross mortgage notes payable increased from **$299.0 million** at year-end 2018 to **$405.0 million** as of September 30, 2019, following new loans totaling **$106.0 million** related to the 9 Times Square and 196 Orchard Street properties[72](index=72&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - **Derivatives**: The Company entered into an interest rate swap in 2019 to hedge interest rate risk on its **$55.0 million** term loan for the 9 Times Square property, which had a fair value liability of **$1.9 million** as of September 30, 2019[93](index=93&type=chunk)[95](index=95&type=chunk)[100](index=100&type=chunk) - **Common Stock & Distributions**: The Company suspended its Share Repurchase Program (SRP) in September 2018 and did not pay distributions during the first nine months of 2019, a change from 2018 when distributions were paid until March 1[110](index=110&type=chunk)[114](index=114&type=chunk)[116](index=116&type=chunk) - **Related Party Transactions**: Effective November 2018, the advisory agreement was amended, eliminating acquisition and financing coordination fees and changing the asset management fee to a fixed monthly amount plus a variable component based on new equity proceeds[130](index=130&type=chunk)[135](index=135&type=chunk)[142](index=142&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance for the three and nine months ended September 30, 2019, covering revenue, expenses, liquidity, and strategic initiatives Q3 2019 vs Q3 2018 Results Comparison (In millions) | | Q3 2019 | Q3 2018 | Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Revenue from tenants | $18.6 | $15.7 | +$2.9 | Acquisitions of 8713 Fifth Ave & 196 Orchard Street ($1.7M) and leasing activity ($1.0M) | | Property operating expenses | $8.0 | $7.3 | +$0.7 | Costs from new acquisitions and higher non-reimbursable expenses | | G&A expenses | $1.2 | $2.3 | -$1.1 | Lower legal, proxy, and Advisor professional fees | | Interest expense | $4.7 | $3.5 | +$1.2 | New loans taken in Oct 2018, Apr 2019, and Jul 2019 | - **Liquidity & Capital**: As of September 30, 2019, the company had **$53.8 million** in cash, and believes cash flow and retained cash from suspended distributions will be sufficient for operating needs over the next year[225](index=225&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk) - **Debt Strategy**: The company's gross borrowings reached **$405.0 million**, aligning with its strategy to target leverage of **40-50%** of asset fair market value, with no anticipated additional debt secured by existing properties[233](index=233&type=chunk) - **Leasing & Occupancy**: Portfolio occupancy increased to **92.4%** as of Sep 30, 2019, from **90.3%** a year prior, largely due to leasing at 9 Times Square, with ongoing focus on leasing vacant space[198](index=198&type=chunk)[235](index=235&type=chunk) Non-GAAP Financial Measures (In millions) | | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net Loss | $(15.2) | $(19.0) | | FFO | $7.6 | $3.4 | | MFFO | $2.0 | $(1.3) | | Cash NOI | $24.0 | $20.5 | [Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that there have been no material changes in its exposure to market risk during the nine months ended September 30, 2019 - There has been no material change in the company's exposure to market risk during the nine months ended September 30, 2019[270](index=270&type=chunk) [Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2019, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[271](index=271&type=chunk) - No changes occurred in the company's internal control over financial reporting during the third quarter of 2019 that materially affected, or are reasonably likely to materially affect, internal controls[272](index=272&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not a party to any material pending legal proceedings as of the end of the quarter - As of September 30, 2019, the company is not a party to any material pending legal proceedings[274](index=274&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2018 - There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2018[275](index=275&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section discloses the issuance of unregistered securities, specifically the award of 1,481 restricted shares to each independent director on June 5, 2019 - On June 5, 2019, the company awarded **1,481 restricted shares** to each of its independent directors under its incentive plan, which awards were exempt from registration under Section 4(a)(2) of the Securities Act of 1933[276](index=276&type=chunk) - The company made no purchases of its equity securities during the period[278](index=278&type=chunk) [Defaults Upon Senior Securities](index=52&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities during the period - None[278](index=278&type=chunk) [Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[279](index=279&type=chunk) [Other Information](index=52&type=section&id=Item%205.%20Other%20Information) The company reports no other information that is required to be disclosed in this section - None[280](index=280&type=chunk) [Exhibits](index=52&type=section&id=Item%206.%20Exhibits) This section lists the exhibits that are included or incorporated by reference in the Form 10-Q filing, including certifications - The exhibits listed include loan agreements, articles of amendment, bylaws, and certifications pursuant to the Sarbanes-Oxley Act of 2002[281](index=281&type=chunk)[289](index=289&type=chunk)

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from _________ to __________ Commission file number: 000-55393 New York City REIT, Inc. (Exact name of registrant as specified in its charter) (State or other juris ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission file number: 000-55393 New York City REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 46-4380248 ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) New York City REIT, Inc. is a Maryland REIT that acquires and manages income-producing commercial real estate, primarily office properties, in New York City, with a portfolio of seven properties as of December 31, 2018, and is externally managed - The company's primary business is investing in commercial properties within the five boroughs of New York City, with a focus on Manhattan[16](index=16&type=chunk) - The company is externally managed by New York City Advisors, LLC and has no employees; the Advisor and its affiliates receive fees for their services[20](index=20&type=chunk)[42](index=42&type=chunk) - Key investment objectives include a focus on NYC, investing in properties with at least **80% occupancy**, limiting borrowings to **40-50% of asset value**, and maximizing total returns; the company suspended monthly distributions in February 2018[22](index=22&type=chunk)[27](index=27&type=chunk) - The company elected to be taxed as a REIT beginning with the taxable year ended December 31, 2014, and intends to maintain this status[15](index=15&type=chunk)[34](index=34&type=chunk) Portfolio Summary as of December 31, 2018 | Metric | Value | | :--- | :--- | | Number of Properties | 7 | | Rentable Square Feet | 1,102,584 | | Aggregate Purchase Price | $702.0 million | [Risk Factors](index=8&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including geographic concentration in New York City, stock illiquidity, suspended distributions, conflicts of interest with its external Advisor, anti-takeover corporate provisions, general real estate market downturns, debt financing, and complex REIT tax compliance [Risks Related to an Investment in New York City REIT, Inc.](index=8&type=section&id=Risks%20Related%20to%20an%20Investment%20in%20New%20York%20City%20REIT%2C%20Inc.) Investment in the company carries specific risks, including a high concentration of all properties in the New York MSA, making it vulnerable to local economic downturns, and significant illiquidity for stockholders due to non-traded stock and suspended share repurchase program and distributions - All company properties are located in the New York MSA, creating a dependency on the local economic climate and a lack of geographic diversification[47](index=47&type=chunk) - The common stock is not traded on a national exchange, and the Share Repurchase Program (SRP) is suspended, limiting stockholders' ability to sell their shares[51](index=51&type=chunk) - The company suspended dividend payments to stockholders effective March 1, 2018, with no assurance of when or if they will resume[52](index=52&type=chunk) - The portfolio has significant asset concentration, with two properties (123 William Street and 1140 Avenue of the Americas) accounting for approximately **71% of total square footage** and **73% of annualized straight-line rent** as of December 31, 2018[64](index=64&type=chunk) [Risks Related to Conflicts of Interest](index=13&type=section&id=Risks%20Related%20to%20Conflicts%20of%20Interest) Significant conflicts of interest exist due to the company's relationship with its external Advisor, AR Global, and its affiliates, creating competition for investment opportunities and personnel time, conflicting fiduciary duties for executive officers, and a compensation structure that may incentivize riskier investments - The Advisor and its affiliates face conflicts of interest in allocating suitable investment opportunities between the company and other AR Global-advised programs[82](index=82&type=chunk) - Executive officers and directors hold positions with the Advisor and other related entities, creating conflicting fiduciary duties that could be detrimental to the company's business[87](index=87&type=chunk)[88](index=88&type=chunk) - The Advisor's compensation structure, including substantial fees and performance-based distributions upon a liquidity event, may incentivize actions that are riskier or more speculative[90](index=90&type=chunk) [Risks Related to Our Corporate Structure](index=15&type=section&id=Risks%20Related%20to%20Our%20Corporate%20Structure) The company's corporate structure presents several risks, including charter limits on individual stock ownership, the board's ability to issue additional stock without stockholder approval, Maryland corporate law anti-takeover provisions, and reduced public reporting requirements as an "emerging growth company" - The company's charter limits any person from owning more than **9.8%** of its stock, which may discourage a change in control[92](index=92&type=chunk) - Maryland law prohibits certain business combinations with interested stockholders for five years, potentially making acquisitions more difficult[95](index=95&type=chunk) - The company has a classified board of directors, which may delay or prevent a change in control[98](index=98&type=chunk) - As an "emerging growth company," the company is subject to reduced public company reporting requirements, such as not needing an auditor's attestation on internal controls[101](index=101&type=chunk)[102](index=102&type=chunk) [General Risks Related to Investments in Real Estate](index=18&type=section&id=General%20Risks%20Related%20to%20Investments%20in%20Real%20Estate) The company is subject to general risks inherent in real estate investment, including adverse impacts from economic changes, tenant bankruptcies, illiquidity of assets, inability to renew leases, uninsured losses from catastrophic events, and significant costs from compliance with governmental regulations - Operating results are affected by general real estate market risks, including changes in economic conditions, tenant demand, and operating expenses[110](index=110&type=chunk) - The bankruptcy or insolvency of a tenant could result in the inability to collect rent and may delay or preclude full collection of balances due[116](index=116&type=chunk) - The company faces risks of uninsured losses, particularly from catastrophic events like terrorism, as the Terrorism Risk Insurance Act (TRIA) is set to expire[125](index=125&type=chunk)[126](index=126&type=chunk) - The portfolio is subject to risks from natural disasters and climate change, such as rising sea levels and increased storm intensity in the New York MSA[131](index=131&type=chunk) - Compliance with environmental laws and the Americans with Disabilities Act (Disabilities Act) could require substantial expenditures[135](index=135&type=chunk)[139](index=139&type=chunk) [Risks Associated with Debt Financing](index=23&type=section&id=Risks%20Associated%20with%20Debt%20Financing) The company's use of debt financing introduces significant risks, including hindering adjustments to market conditions, limiting access to capital, increasing vulnerability to economic downturns, exposure to rising interest rates from future variable-rate debt, uncertainty from the LIBOR transition, and increased default risk from interest-only loans with large balloon payments - As of December 31, 2018, the company had approximately **$291.7 million** in total outstanding indebtedness, which increases business risks such as vulnerability to economic downturns and limits financial flexibility[143](index=143&type=chunk) - The planned discontinuation of LIBOR after 2021 creates uncertainty and could increase the cost of future variable-rate debt[146](index=146&type=chunk) - The use of interest-only indebtedness, which comprised all outstanding mortgage debt at year-end 2018, increases the risk of default, as principal is not reduced and large balloon payments will be required at maturity[149](index=149&type=chunk) [U.S. Federal Income Tax Risks](index=25&type=section&id=U.S.%20Federal%20Income%20Tax%20Risks) Maintaining REIT status involves complex U.S. federal income tax risks, including the potential for corporate income tax if REIT qualification is lost, the requirement to distribute at least 90% of taxable income annually, exposure to a 100% tax on prohibited transactions, and strict ownership limitations and asset/income tests that may force the company to forgo attractive investment opportunities - Failure to maintain REIT qualification would subject the company to U.S. federal income tax at corporate rates and disqualify it from REIT treatment for four subsequent years[153](index=153&type=chunk)[154](index=154&type=chunk) - To qualify as a REIT, the company must distribute at least **90%** of its REIT taxable income annually, which may require borrowing funds or selling assets under unfavorable conditions[156](index=156&type=chunk) - The company may be subject to a **100%** tax on net income from the sale of properties deemed to be held primarily for sale to customers in the ordinary course of business (prohibited transactions)[157](index=157&type=chunk) - To help maintain REIT status, the company's charter restricts ownership by any single person to **9.8%** and requires compliance with the "five or fewer" rule, which may inhibit market activity and business combinations[174](index=174&type=chunk)[175](index=175&type=chunk) [Unresolved Staff Comments](index=29&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - Not applicable[180](index=180&type=chunk) [Properties](index=30&type=section&id=Item%202.%20Properties) As of December 31, 2018, the company's portfolio consisted of seven properties totaling 1,102,584 rentable square feet with an overall occupancy of **93.7%** and a weighted-average remaining lease term of **6.3 years**, with future minimum base rent payments from existing leases totaling **$382.2 million**, and **$299.0 million** in gross mortgage notes payable secured by five properties Property Portfolio Overview (as of December 31, 2018) | Property | Rentable Square Feet | Occupancy | Remaining Lease Term (Years) | | :--- | :--- | :--- | :--- | | 421 W. 54th Street - Hit Factory | 12,327 | —% | — | | 400 E. 67th Street - Laurel Condominium | 58,750 | 100.0% | 7.4 | | 200 Riverside Boulevard - ICON Garage | 61,475 | 100.0% | 18.8 | | 9 Times Square | 167,390 | 84.3% | 8.1 | | 123 William Street | 542,676 | 98.3% | 7.1 | | 1140 Avenue of the Americas | 242,466 | 91.3% | 3.7 | | 8713 Fifth Avenue | 17,500 | 100.0% | 6.5 | | **Total** | **1,102,584** | **93.7%** | **6.3** | Future Minimum Base Rent Payments (in thousands) | Year | Amount | | :--- | :--- | | 2019 | $53,347 | | 2020 | $51,404 | | 2021 | $47,237 | | 2022 | $44,018 | | 2023 | $35,920 | | Thereafter | $150,226 | | **Total** | **$382,152** | Property Financing (as of December 31, 2018) | Encumbered Properties | Outstanding Loan Amount (thousands) | Interest Rate | Maturity | | :--- | :--- | :--- | :--- | | 123 William Street | $140,000 | 4.73% Fixed | Mar. 2027 | | 1140 Avenue of the Americas | $99,000 | 4.17% Fixed | Jul. 2026 | | Laurel Condominium / ICON Garage | $50,000 | 4.58% Fixed | May 2028 | | 8713 Fifth Avenue | $10,000 | 5.04% Fixed | Nov. 2028 | | **Total Gross Mortgage Notes** | **$299,000** | **4.54%** | | [Legal Proceedings](index=33&type=section&id=Item%203.%20Legal%20Proceedings) The company states that it is not a party to, and none of its properties are subject to, any material pending legal proceedings as of the end of the reporting period - As of the end of the period covered by this report, the company is not a party to any material pending legal proceedings[195](index=195&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[196](index=196&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=33&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) There is no public trading market for the company's common stock, with the Estimated Per-Share NAV approved at **$20.26** as of June 30, 2018, and both distributions and the Share Repurchase Program (SRP) suspended as of March 1, 2018, and September 25, 2018, respectively, while the company repurchased a total of **350,007 shares** for approximately **$5.1 million** in 2018 through two tender offers - No established public market exists for the company's common stock, and there are no current plans to list the shares on a national exchange[198](index=198&type=chunk) - The board of directors approved an Estimated Per-Share NAV of **$20.26** as of June 30, 2018[206](index=206&type=chunk) - Distributions to common stockholders were suspended effective March 1, 2018[209](index=209&type=chunk) - The Share Repurchase Program (SRP) has been suspended since September 25, 2018, and will remain so until regular cash distributions resume[216](index=216&type=chunk) - In 2018, the company conducted two tender offers in response to unsolicited bids, purchasing **139,993 shares** at **$17.03** and **210,014 shares** at **$12.95**[218](index=218&type=chunk)[220](index=220&type=chunk) [Selected Financial Data](index=36&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year summary of the company's key financial data, showing total assets growing to **$773.7 million** in 2018, total revenues reaching **$62.4 million** in 2018, but consistent net losses, widening to **$24.1 million** in 2018, with negative cash flows from operations of **$(7.1) million** in 2018, and distributions declared per share decreasing to **$0.25** in 2018 before suspension Selected Balance Sheet Data (in thousands) | | 2018 | 2017 | 2016 | 2015 | 2014 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total real estate investments, at cost | $774,494 | $753,793 | $744,945 | $550,369 | $270,083 | | Total assets | $773,742 | $760,450 | $773,604 | $726,415 | $458,565 | | Mortgage notes payable, net | $291,653 | $233,517 | $191,328 | $93,176 | $— | | Total liabilities | $330,062 | $278,966 | $233,413 | $130,276 | $21,159 | | Total stockholders' equity | $443,680 | $481,484 | $540,191 | $596,139 | $437,406 | Selected Operating Data (in thousands, except per share data) | | 2018 | 2017 | 2016 | 2015 | 2014 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total revenues | $62,399 | $58,384 | $47,607 | $26,436 | $2,851 | | Operating loss | $(11,262) | $(12,112) | $(12,705) | $(12,413) | $(6,535) | | Net loss | $(24,112) | $(23,073) | $(19,765) | $(15,785) | $(6,519) | | Cash flows (used in) provided by operations | $(7,080) | $2,282 | $4,128 | $(5,194) | $(4,965) | | Basic and diluted net loss per common share | $(0.77) | $(0.74) | $(0.64) | $(0.57) | $(0.95) | | Distributions declared per common share | $0.25 | $1.51 | $1.51 | $1.51 | $0.84 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operational results, highlighting key accounting policies and estimates, year-over-year performance where revenue growth was offset by rising expenses and interest leading to continued net losses, negative operating cash flow in 2018, and a liquidity strategy relying on cash from operations, debt financing, and retained cash from suspended distributions to fund capital expenditures and potential acquisitions, while also providing definitions and reconciliations for non-GAAP measures like FFO, MFFO, and Cash NOI [Results of Operations](index=38&type=section&id=Results%20of%20Operations) For 2018 compared to 2017, rental income increased by **$3.2 million** to **$57.1 million** due to increased occupancy and an acquisition, but total operating expenses rose by **$3.2 million** to **$73.7 million** and interest expense increased by **$2.1 million**, resulting in a net loss of **$24.1 million** for 2018, an increase from the **$23.1 million** loss in 2017, with a similar trend observed in the 2017 vs 2016 comparison Comparison of Results: 2018 vs. 2017 (in millions) | Metric | 2018 | 2017 | Change | | :--- | :--- | :--- | :--- | | Rental Income | $57.1 | $53.9 | +$3.2 | | Total Revenues | $62.4 | $58.4 | +$4.0 | | Total Operating Expenses | $73.7 | $70.5 | +$3.2 | | Interest Expense | $13.3 | $11.2 | +$2.1 | | Net Loss | $(24.1) | $(23.1) | +$1.0 | Comparison of Results: 2017 vs. 2016 (in millions) | Metric | 2017 | 2016 | Change | | :--- | :--- | :--- | :--- | | Rental Income | $53.9 | $44.2 | +$9.7 | | Total Revenues | $58.4 | $47.6 | +$10.8 | | Total Operating Expenses | $70.5 | $60.3 | +$10.2 | | Interest Expense | $11.2 | $7.4 | +$3.8 | | Net Loss | $(23.1) | $(19.8) | +$3.3 | [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2018, the company had **$48.0 million** in cash and cash equivalents, with primary liquidity sources being cash from property operations and debt financing, and the suspension of distributions in March 2018 intended to enhance liquidity for future acquisitions and repositioning efforts, while principal cash demands include operating expenses, debt service, capital expenditures (totaling **$9.0 million** in 2018), and tenant improvements, with plans to increase leverage to **40-50%** of asset fair market value, and aggregate borrowings of **$299.0 million** at year-end 2018 - Cash and cash equivalents were **$48.0 million** as of December 31, 2018, up from **$39.6 million** at year-end 2017[282](index=282&type=chunk) - The suspension of distributions effective March 1, 2018, is intended to enhance the company's ability to fund future acquisitions and leasing efforts[282](index=282&type=chunk) - In April 2018, the company entered into a new **$50.0 million loan**, using the proceeds for share repurchases, capital expenditures, acquisitions, and general corporate purposes[285](index=285&type=chunk) - The company's repositioning and leasing initiatives increased portfolio occupancy to **93.7%** as of Dec 31, 2018, from **88.3%** a year prior[290](index=290&type=chunk) [Non-GAAP Financial Measures](index=44&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP financial measures, including Funds from Operations (FFO), Modified Funds from Operations (MFFO), and Cash Net Operating Income (Cash NOI), to provide supplemental insight into its performance, with FFO adjusting net loss for real estate depreciation and amortization, MFFO further adjusting FFO for acquisition-related expenses and non-cash rent adjustments, and Cash NOI reflecting property-level income and expense items, resulting in FFO of **$5.6 million**, MFFO of **$(0.5) million**, and Cash NOI of **$27.5 million** for 2018 - The company uses FFO and MFFO as supplemental performance measures consistent with NAREIT and IPA guidelines, respectively, to provide a more complete understanding of operating performance by excluding items like real estate depreciation and acquisition-related costs[297](index=297&type=chunk)[301](index=301&type=chunk) Reconciliation of Net Loss to FFO and MFFO (in thousands) | | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Net loss (GAAP) | $(24,112) | $(23,073) | $(19,765) | | Depreciation and amortization | 29,690 | 29,539 | 25,586 | | **FFO** | **$5,578** | **$6,466** | **$5,821** | | MFFO Adjustments | (6,072) | (5,523) | (737) | | **MFFO** | **$(494)** | **$943** | **$5,084** | - Cash Net Operating Income (Cash NOI) is used internally to evaluate the operating performance of real estate assets on an unlevered basis, reflecting only property-level income and expense items[310](index=310&type=chunk) Cash NOI (in thousands) | | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Cash NOI** | **$27,542** | **$25,923** | **$22,251** | [Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposure is to interest rate changes, with all of its **$299.0 million** in debt being fixed-rate as of December 31, 2018, which mitigates the impact of interest rate fluctuations on cash flows and earnings, although a hypothetical **100 basis point** increase in interest rates would decrease the fair value of this debt by **$19.5 million**, while the company does not hold derivative contracts for speculative purposes and has no foreign currency exposure - The company's main market risk is interest rate risk; as of December 31, 2018, all debt was fixed-rate, minimizing the impact of rate changes on earnings and cash flows[326](index=326&type=chunk)[327](index=327&type=chunk) - A **100 basis point** increase in market interest rates would result in a decrease in the fair value of the company's fixed-rate debt by **$19.5 million**, while a **100 basis point** decrease would increase its fair value by **$21.1 million**[327](index=327&type=chunk) [Financial Statements and Supplementary Data](index=49&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item incorporates by reference the company's Consolidated Financial Statements and related notes, which begin on page F-1 of the Annual Report on Form 10-K - The information required by this item is incorporated by reference to the Consolidated Financial Statements beginning on page F-1 of the report[329](index=329&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=49&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[330](index=330&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of December 31, 2018, and management's annual report on internal control over financial reporting, based on the COSO framework, also concluded that internal controls were effective, with no material changes to internal control over financial reporting during the fourth quarter of 2018 - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[332](index=332&type=chunk) - Based on an evaluation using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2018[335](index=335&type=chunk) [Other Information](index=50&type=section&id=Item%209B.%20Other%20Information) On March 13, 2019, the company filed an amendment to its charter to change its corporate name from American Realty Capital New York City REIT, Inc. to New York City REIT, Inc. - Effective March 13, 2019, the company changed its name from American Realty Capital New York City REIT, Inc. to New York City REIT, Inc.[337](index=337&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=51&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding the company's directors, executive officers, and corporate governance, including its code of ethics, is incorporated by reference from its definitive proxy statement for the 2019 annual meeting of stockholders - The information required by this item is incorporated by reference from the company's definitive proxy statement for its 2019 annual meeting of stockholders[341](index=341&type=chunk) [Executive Compensation](index=51&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's definitive proxy statement for the 2019 annual meeting of stockholders - The information required by this item is incorporated by reference from the company's definitive proxy statement for its 2019 annual meeting of stockholders[342](index=342&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=51&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of certain beneficial owners, management, and related stockholder matters is incorporated by reference from the company's definitive proxy statement for the 2019 annual meeting of stockholders - The information required by this item is incorporated by reference from the company's definitive proxy statement for its 2019 annual meeting of stockholders[343](index=343&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=51&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related party transactions, and director independence is incorporated by reference from the company's definitive proxy statement for the 2019 annual meeting of stockholders - The information required by this item is incorporated by reference from the company's definitive proxy statement for its 2019 annual meeting of stockholders[344](index=344&type=chunk) [Principal Accounting Fees and Services](index=51&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the company's definitive proxy statement for the 2019 annual meeting of stockholders - The information required by this item is incorporated by reference from the company's definitive proxy statement for its 2019 annual meeting of stockholders[345](index=345&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=51&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statement schedules and exhibits filed with the Form 10-K, including Schedule III – Real Estate and Accumulated Depreciation, and key corporate documents such as the Articles of Amendment for the name change, the Second Amended and Restated Advisory Agreement, various loan agreements, and management certifications - The filing includes the financial statement schedule: Schedule III – Real Estate and Accumulated Depreciation[347](index=347&type=chunk) - Key exhibits filed include the Articles of Amendment for the name change to New York City REIT, Inc., the Second Amended and Restated Advisory Agreement with the Advisor, and various property loan and management agreements[351](index=351&type=chunk) [Form 10-K Summary](index=53&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[354](index=354&type=chunk) Financial Statements and Notes [Consolidated Financial Statements](index=57&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements present the company's financial position as of December 31, 2018 and 2017, and its results of operations and cash flows for the three years ended December 31, 2018, reporting total assets of **$773.7 million**, total liabilities of **$330.1 million**, total stockholders' equity of **$443.7 million**, total revenues of **$62.4 million**, a net loss of **$24.1 million** or **$(0.77)** per share, and net cash used in operating activities of **$7.1 million** for the year ended December 31, 2018 Consolidated Balance Sheet Highlights (as of Dec 31, 2018, in thousands) | | Amount | | :--- | :--- | | Total real estate investments, net | $684,259 | | Total assets | $773,742 | | Mortgage notes payable, net | $291,653 | | Total liabilities | $330,062 | | Total stockholders' equity | $443,680 | Consolidated Statement of Operations Highlights (Year Ended Dec 31, 2018, in thousands) | | Amount | | :--- | :--- | | Total revenues | $62,399 | | Total operating expenses | $73,661 | | Operating loss | $(11,262) | | Net loss | $(24,112) | | Basic and diluted net loss per share | $(0.77) | [Notes to Consolidated Financial Statements](index=61&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosure on the company's accounting policies, real estate investments, debt, related-party transactions, and other financial matters, including specifics of its seven-property portfolio, terms of its **$299 million** in mortgage debt, complex fee structure with its external Advisor, confirmation of suspended distributions and Share Repurchase Program, and explanations of various fees payable to the Advisor and its affiliates for services and potential performance-based compensation [Note 3 — Real Estate Investments](index=71&type=section&id=Note%203%20%E2%80%94%20Real%20Estate%20Investments) This note details the company's real estate portfolio, including the acquisition of one property in 2018 for a cash payment of **$5.9 million**, funded partially by a new **$10.0 million mortgage**, and projected future minimum base rent payments from existing leases totaling **$382.2 million** as of December 31, 2018, along with amortization schedules for intangible assets and liabilities - In 2018, the company acquired one property, determined to be an asset acquisition, for a net cash payment of **$5.9 million**[443](index=443&type=chunk) - As of December 31, 2018, future minimum base rent payments due to the company total **$382.2 million**[444](index=444&type=chunk) [Note 4 — Mortgage Notes Payable, Net](index=73&type=section&id=Note%204%20%E2%80%94%20Mortgage%20Notes%20Payable%2C%20Net) As of December 31, 2018, the company had four separate fixed-rate mortgage notes payable with a gross outstanding balance of **$299.0 million** and a net balance of **$291.7 million** after deferred financing costs, with a weighted-average effective interest rate of **4.54%**, all being interest-only loans with principal due at maturity between 2026 and 2028, secured by five of the company's properties, and including a new **$50.0 million loan** entered into in April 2018 Mortgage Notes Payable Summary (as of Dec 31, 2018) | | Gross Amount (thousands) | | :--- | :--- | | Mortgage notes payable, gross | $299,000 | | Deferred financing costs, net | $(7,347) | | **Mortgage notes payable, net** | **$291,653** | - All mortgage notes require interest-only payments, with the full principal amounts due at maturity[453](index=453&type=chunk)[457](index=457&type=chunk) [Note 8 — Related Party Transactions and Arrangements](index=80&type=section&id=Note%208%20%E2%80%94%20Related%20Party%20Transactions%20and%20Arrangements) This note details the extensive financial relationship with the Advisor and its affiliates, including a new advisory agreement effective November 2018 that eliminated acquisition and financing coordination fees but established a new fixed and variable asset management fee structure, resulting in **$11.7 million** in total operations-related fees and reimbursements to related parties for 2018, and outlining potential termination fees payable to the Advisor and a subordinated **15%** participation for the Special Limited Partner in net proceeds from a sale or listing, contingent upon investors receiving a **6%** cumulative annual return - A new advisory agreement effective November 16, 2018 eliminated acquisition and financing coordination fees but changed the asset management fee to a fixed monthly amount plus a variable fee based on new equity proceeds[494](index=494&type=chunk)[501](index=501&type=chunk)[507](index=507&type=chunk) - For the year ended December 31, 2018, the company incurred **$5.6 million** in cash asset management fees and **$0.6 million** in property management fees to related parties[509](index=509&type=chunk)[514](index=514&type=chunk) - The Special Limited Partner, an affiliate of the Advisor, is entitled to a subordinated distribution of **15%** of net proceeds upon liquidation or listing, after investors receive their capital back plus a **6%** cumulative annual return[525](index=525&type=chunk)[528](index=528&type=chunk) - A termination of the advisory agreement in connection with a change of control could trigger a termination fee to the Advisor of **$15.0 million** plus three or four times the prior year's management fees[531](index=531&type=chunk)