3.	Statements of Net Assets

Net assets as of

December 31, 2020

and

2019

would result in estimated distributions of

$22,487,944

and

$31,369,637,

or approximately

$15.17

and

$21.16

per common share, respectively, based on

1,482,680

shares outstanding. The decrease of

$8,881,693

$5.99

per share is mainly attributable to the change in the estimated value of the real estate, due to the current status of entitlement uses and market conditions, the extension of the liquidation period and additional land development costs, offset by a decrease in estimated selling costs and estimated retention bonus.

More specifically, in response to the extensive public comments received during the Cortlandt Manor State Environmental Quality Review Draft Generic Environmental Impact Study (“SEQR DGEIS”) public hearing process and input from the Cortlandt Manor Town Board, the Company amended the Cortlandt Manor site plan and subdivision application with the Town to develop the Cortlandt Manor property as follows:

SUBDIVISION LOT #	BUILDING SIZE/YIELD
Medical office Lot #1	100,000 sft
Retail (Lot #1) Medical Office Lot #2	1,500 sft 84,600 sft

The original site plan, in response to the Town's request, was a mixed-use plan comprising of

100,000

square feet of medical use,

4,000

square feet of retail and

200

units of multitenant residential use. The change in use from partly residential to mostly medical combined with the reduction in retail and the cancellation of the purchase and sale agreement on a portion of the Cortlandt Manor property resulted in a reduction to the estimated real estate value by approximately

$3,820,000.

The remaining decrease in value of approximately

$5,400,000

is driven by the market decline in real estate value in Flowerfield, including the termination of the BSL Agreement, that is directly related to and stems from the impact of the pandemic. The Town of Cortlandt has expressed preliminary demands for certain offsite improvements that are directly related to the higher traffic related to medical. Furthermore, the pandemic continues to adversely impact medical office but has created a significant demand for residential real estate. As a result, contingent on discussions with the Town of Cortlandt on the pandemic's impact to the local market, we

may

further amend our site plan to include some residential component if doing so will provide a higher return with an equivalent timeline, although there can be

assurance that such amended plan will be approved.

Additionally, the pandemic has also adversely impacted demand for office (including medical office) and hotel development “on spec”. The Company's subdivision plan at Flowerfield will allow for any combination of the aforementioned uses and is marketing the undeveloped lots to reflect such flexibility.

The value degradation of

$9,220,000

net of the lower bonuses and selling costs of

$1,767,038

and

$439,203,

respectively, directly reduced the estimated net assets by

$7,013,759

$4.73

per share.

The cash balance at the end of the liquidation period (currently estimated to be

December 31, 2022,

although the estimated completion of the liquidation period

may

change), excluding any interim distributions, is estimated based on adjustments for the following items which are estimated through

December 31, 2022:

The estimated cash receipts from the operation of the Company's properties net of rental property related expenditures as well as costs expected to be incurred to preserve or improve the net realizable value of the properties at their estimated gross sales proceeds.

Net proceeds from the sale of all the Company's real estate holdings.

The general and administrative expenses and or liabilities associated with operations and the liquidation of the Company including severance, director and officer liability coverage including post liquidation tail policy coverage, and financial and legal fees to complete the liquidation.

Costs for the pursuit of entitlements on the Flowerfield and Cortlandt Manor properties.

Retention bonus amounts (See Note

Costs, including principal payments, net of draw-downs on the Company's credit facilities to fund tenant improvements and working capital and related fees.

The Company estimates the net realizable value of its real estate assets by using income and market valuation techniques. The Company

may

estimate net realizable values using market information such as broker opinions of value, appraisals, and recent sales data for similar assets or discounted cash flow models, which primarily rely on Level

inputs, as defined under FASB ASC Topic

No.

820,

Fair Value Measurement. The cash flow models include estimated cash inflows and outflows over a specified holding period. These cash flows

may

include contractual rental revenues, projected future rental revenues and expenses and forecasted capital improvements and lease commissions based upon market conditions determined through discussion with local real estate professionals and experience the Company has with its other owned properties in such markets. Capitalization rates and discount rates utilized in these models are estimated by management based upon rates that management believes to be within a reasonable range of current market rates for the respective properties based upon an analysis of factors such as property and tenant quality, geographical location and local supply and demand observations. To the extent the Company underestimates forecasted cash outflows (capital improvements, lease commissions and operating costs) or overestimates forecasted cash inflows (rental revenue rates), the estimated net realizable value of its real estate assets could be overstated.

The Company estimates that it will incur approximately

$1.5

million (included in the consolidated statement of net assets as part of the estimated liquidation and operating costs net of receipts, See Note

) in land entitlement costs from

January 2021

through the end of the liquidation period, currently estimated to conclude on or about

December 31, 2022,

in an effort to obtain entitlements, including special permits. The Company believes the commitment of these resources will enable the Company to position the properties for sale with all entitlements necessary to maximize the Flowerfield and Cortlandt Manor property values and resulting distributions. During the year ended

December 31, 2020,

the Company incurred approximately

$1.0

million of land entitlement costs, consisting predominately of engineering fees. The Company believes the remaining balance of

$1.5

million (approximately

$321,000

of which certain of the Company service vendors have agreed to defer until the

first

post subdivision property lot is sold) will be incurred from

January 2021

through the end of the liquidation period. The Company does

not

intend to develop the properties but rather to commit resources to position the properties for sale in a timely manner with all entitlements necessary to achieve maximum pre-construction values. The costs and time frame to achieve the entitlements could change due to a range of factors including a shift in the value of certain entitlements making it more profitable to pursue a different mix of entitlements and the dynamics of the real estate market. As a result, the Company has focused and will continue to focus its land entitlement efforts on achieving the highest and best use while considering the time necessary to achieve such entitlements. During the process of pursuing such entitlements, the Company

may

entertain offers from potential buyers who

may

be willing to pay premiums for the properties that the Company finds more acceptable from a timing or value perspective than completing the entitlement processes itself. The value of the real estate reported in the statement of net assets as of

December 31, 2020 (

predicated on current asset values) includes some but

not

all of the potential value impact that

may

result from the land entitlement efforts. There can be

assurance that our value enhancement efforts will result in property value increases that exceed the costs we incur in such efforts, or even any increase at all.

The net assets as of

December 31, 2020 (

$22,487,944

) and

2019

(

$31,369,637

) results in estimated distributions of approximately

$15.17

and

$21.16,

respectively, per common share (based on

1,482,680

shares outstanding), based on estimates and other indications of sales value (predicated on current asset values) which includes some but

not

all of the potential sales proceeds that

may

result directly or indirectly from our land entitlement efforts. Some of the additional value that

may

be derived from the land entitlement efforts is

not

included in the estimated distributions as of

December 31, 2020

because the amount of such additional value that

may

result from such efforts are too difficult to predict with sufficient certainty. The Company believes the land entitlement efforts will enhance estimated distributions per share through the improved values (a large amount of which has already been included in the reported value for real estate held for sale) from the sales of the Flowerfield and Cortlandt Manor properties net of the costs to achieve the improved values and other expenses. This estimate of distributions includes projections of costs and expenses to be incurred during the period required to complete the plan of liquidation. There is inherent uncertainty with these projections, and they could change materially based on the timing of the sales, change in values of the Cortlandt Manor and/or Flowerfield properties (whether market driven or resulting from the land entitlement efforts) net of any bonuses (if such values exceed the minimum values required to pay bonuses under the retention bonus plan), favorable or unfavorable changes in the land entitlement costs, the performance of the underlying assets, the market for commercial real estate properties generally and any changes in the underlying assumptions of the projected cash flows.