☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
March 31, September 30, 2020☐
7 Bulfinch Place, Suite 500, 02114
Symbol(s) on which registered
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||
Emerging growth company | ☐ |
* | New York REIT Liquidating LLC is the successor in interest to New York REIT, Inc. and files reports under the Commission file number for New York REIT, Inc. |
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Item 6. | 22 | |||||
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March 31, 2020 | December 31, 2019 | |||||||
Assets | ||||||||
Investment in unconsolidated joint venture | $ | 268,102 | $ | 265,516 | ||||
Cash and cash equivalents | 8,391 | 7,650 | ||||||
Restricted cash held in escrow | 92,233 | 92,302 | ||||||
Accounts receivable | 60 | 60 | ||||||
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Total Assets | 368,786 | 365,528 | ||||||
Liabilities | ||||||||
Liability for estimated costs in excess of estimated receipts during liquidation | 2,627 | 2,348 | ||||||
Accounts payable, accrued expenses and other liabilities | 434 | 389 | ||||||
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Total Liabilities | 3,061 | 2,737 | ||||||
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Commitments and Contingencies | ||||||||
Net assets in liquidation | $ | 365,725 | $ | 362,791 | ||||
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September | December | |||||||
Asset s | ||||||||
Investment in unconsolidated joint venture | $ | 269,040 | $ | 265,516 | ||||
Cash and cash equivalents | 7,572 | 7,650 | ||||||
Restricted cash held in escrow | 92,177 | 92,302 | ||||||
Accounts receivable | 60 | 60 | ||||||
Total Assets | 368,849 | 365,528 | ||||||
Liabilities | ||||||||
Liability for estimated costs in excess of estimated receipts during liquidation | 2,290 | 2,348 | ||||||
Accounts payable, accrued expenses and other liabilities | 253 | 389 | ||||||
Total Liabilities | 2,543 | 2,737 | ||||||
Commitments and Contingencies | ||||||||
Net assets in liquidation | $ | 366,306 | $ | 362,791 | ||||
Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | |||||||
Net assets in liquidation, beginning of period | $ | 362,791 | $ | 372,556 | ||||
Changes in net assets in liquidation: | ||||||||
Changes in liquidation value of investment in unconsolidated joint venture | 5,574 | 748 | ||||||
Remeasurement of assets and liabilities | (961 | ) | (616 | ) | ||||
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Net changes in liquidation value | 4,613 | 132 | ||||||
Liquidating distributions to unitholders | (1,679 | ) | (11,923 | ) | ||||
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Changes in net assets in liquidation | 2,934 | (11,791 | ) | |||||
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Net assets in liquidation, end of period | $ | 365,725 | $ | 360,765 | ||||
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Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2020 | September 30, 2019 | September 30, 2020 | September 30, 2019 | |||||||||||||
Net assets in liquidation, beginning of period | $ | 366,850 | $ | 360,584 | $ | 362,791 | $ | 372,556 | ||||||||
Changes in net assets in liquidation: | ||||||||||||||||
Changes in liquidation value of investment in unconsolidated joint venture | 4,213 | 1,393 | 13,169 | 3,840 | ||||||||||||
Remeasurement of assets and liabilities | (559 | ) | (324 | ) | (2,0 98 | ) | (1,141 | ) | ||||||||
Net changes in liquidation value | 3,654 | 1,069 | 11,071 | 2,699 | ||||||||||||
Liquidating distributions to unitholders | (4,198 | ) | (1,679 | ) | (7,556 | ) | (15,281 | ) | ||||||||
Changes in net assets in liquidation | (544 | ) | (610 | ) | 3,515 | (12,582 | ) | |||||||||
Net assets in liquidation, end of period | $ | 366,306 | $ | 359,974 | $ | 366,306 | $ | 359,974 | ||||||||
March 31,
March 31,
On June 29, 2020, Joe C. McKinney and P. Sue Perrotty each resigned from the Board, effective July 29, 2020. Additionally, Joseph Moinian, the Company’s largest unitholder, was added as an Observer to the Company’s Board of Managers effective June 30, 2020 in an unpaid position with no voting rights in connection with Board matters.
NEW YORK REIT LIQUIDATING LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2020
(unaudited)
costs expected to be incurred through the end of the liquidation period include corporate overhead costs associated with satisfying known and contingent liabilities and other costs associated with the winding down and dissolution of the Company. Revenues are based on current interest rate assumptions. These amounts are classified as a net liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated StatementStatements of Net Assets. Actual costs and revenues may differ from amounts reflected in the consolidated financial statements due to the inherent uncertainty in estimating future events. These differences may be material. See Note 4 for further discussion. Actual costs incurred but unpaid as of March 31,September 30, 2020 and December 31, 2019 are included in accounts payable, accrued expenses and other liabilities on the Consolidated StatementStatements of Net Assets.
NEW YORK REIT LIQUIDATING LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2020
(unaudited)
March 31, 2020 | December 31, 2019 | |||||||
General and administrative expenses | $ | (2,627 | ) | $ | (2,348 | ) | ||
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Liability for estimated costs in excess of estimated receipts during liquidation | $ | (2,627 | ) | $ | (2,348 | ) | ||
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September 30, 2020 | December 31, 2019 | |||||||
General and administrative expenses | $ | (2,290 | ) | $ | (2,348 | ) | ||
Liability for estimated costs in excess of estimated receipts during liquidation | $ | (2,290 | ) | $ | (2,348 | ) | ||
January 1, 2020 | Net Change in Working Capital (1) | Remeasurement of Assets and Liabilities | March 31, 2020 | |||||||||||||
Liabilities: | ||||||||||||||||
General and administrative expenses | $ | (2,348 | ) | $ | 682 | $ | (961 | ) | $ | (2,627 | ) | |||||
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Total liability for estimated costs in excess of estimated receipts during liquidation | $ | (2,348 | ) | $ | 682 | $ | (961 | ) | $ | (2,627 | ) | |||||
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January 1, 2019 | Net Change in Working Capital (1) | Remeasurement of Assets and Liabilities | March 31, 2019 | |||||||||||||
Liabilities: | ||||||||||||||||
General and administrative expenses | (3,208 | ) | 586 | (616 | ) | (3,238 | ) | |||||||||
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Total liability for estimated costs in excess of estimated receipts during liquidation | $ | (3,208 | ) | $ | 586 | $ | (616 | ) | $ | (3,238 | ) | |||||
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January 1, 2020 | Net Change in Working Capital (1) | Remeasurement of Assets and Liabilities | September 30, 2020 | |||||||||||||
Liabilities: | ||||||||||||||||
General and administrative expenses | $ | (2,348 | ) | $ | 2,156 | $ | (2,098 | ) | $ | (2,290 | ) | |||||
Total liability for estimated costs in excess of estimated receipts during liquidation | $ | (2,348 | ) | $ | 2,156 | $ | (2,098 | ) | $ | (2,290 | ) | |||||
January 1, 2019 | Net Change in Working Capital (1) | Remeasurement of Assets and Liabilities | September 30, 2019 | |||||||||||||
Liabilities: | ||||||||||||||||
General and administrative expenses | (3,208 | ) | 1,725 | (1,141 | ) | (2,624 | ) | |||||||||
Total liability for estimated costs in excess of estimated receipts during liquidation | $ | (3,208 | ) | $ | 1,725 | $ | (1,141 | ) | $ | (2,624 | ) | |||||
(1) | Represents changes in cash, restricted cash, accounts receivable, accounts payable and accrued expenses as a result of the Company’s operating activities for the |
NEW YORK REIT LIQUIDATING LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2020
(unaudited)
The increase was offset by liquidating distributions to unitholders of $7.6 million and a $2.1 million decrease due to a remeasurement of estimated costs.
NEW YORK REIT LIQUIDATING LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2020
(unaudited)
March 31, | ||||||||||
Property Portfolio | Tenant | 2020 | 2019 | |||||||
Worldwide Plaza | Cravath, Swaine & Moore, LLP | 48.4 | % | 46.4 | % | |||||
Worldwide Plaza | Nomura Holdings America, Inc. | 30.7 | % | 32.6 | % |
September 30, | ||||||||||
Property Portfolio | Tenant | 2020 | 2019 | |||||||
Worldwide Plaza | Cravath, Swaine & Moore, LLP | 48.5 | % | 46.5 | % | |||||
Worldwide Plaza | Nomura Holdings America, Inc. | 30.7 | % | 32.5 | % |
(In thousands) | March 31, 2020 | December 31, 2019 | ||||||
Real estate assets, at cost | $ | 829,890 | $ | 829,168 | ||||
Less accumulated depreciation and amortization | (243,423 | ) | (239,120 | ) | ||||
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Total real estate assets, net | 586,467 | 590,048 | ||||||
Cash and cash equivalents | 56,650 | 45,477 | ||||||
Other assets | 138,553 | 151,445 | ||||||
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Total assets | $ | 781,670 | $ | 786,970 | ||||
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Debt | $ | 1,242,570 | $ | 1,238,794 | ||||
Other liabilities | 156,519 | 153,331 | ||||||
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Total liabilities | 1,399,089 | 1,392,125 | ||||||
Deficit | (617,419 | ) | (605,155 | ) | ||||
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Total liabilities and deficit | $ | 781,670 | $ | 786,970 | ||||
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(In thousands) | September 30, 2020 | December 31, 2019 | ||||||
Real estate assets, at cost | $ | 836,629 | $ | 829,168 | ||||
Less accumu lated depr e c ia tion and a mor t ization | (252,029 | ) | (239,120 | ) | ||||
Total real estate asset s, net | 584,600 | 590,048 | ||||||
Cash and cash equivalents | 53,011 | 45,477 | ||||||
Other asset s | 135,570 | 151,445 | ||||||
Total assets | $ | 773,181 | $ | 786,970 | ||||
Debt | $ | 1,250,232 | $ | 1,238,794 | ||||
Other liabilities | 165,199 | 153,331 | ||||||
Total liabilities | 1,415,431 | 1,392,125 | ||||||
Deficit | (642,250 | ) | (605,155 | ) | ||||
Total liabilities and deficit | $ | 773,181 | $ | 786,970 | ||||
March 31,
March 31, | ||||||||
(In thousands) | 2020 | 2019 | ||||||
Rental income | $ | 35,443 | $ | 35,877 | ||||
Operating expenses: | ||||||||
Operating expenses | 17,056 | 15,378 | ||||||
Depreciation and amortization | 5,048 | 7,543 | ||||||
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Total operating expenses | 22,104 | 22,921 | ||||||
Operating income | 13,339 | 12,956 | ||||||
Interest expense | (19,197 | ) | (18,596 | ) | ||||
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Net loss | $ | (5,858 | ) | $ | (5,640 | ) | ||
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Three Months Ended September 30, | Nine Months Ended September 30 , | |||||||||||||||
(In thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Rental income | $33,703 | $36,080 | $102,806 | $107,198 | ||||||||||||
Operating expenses: | ||||||||||||||||
Operating expenses | 15,541 | 16,309 | 47,223 | 47,481 | ||||||||||||
Depreciation and amortization | 5,050 | 7,584 | 15,148 | 22,721 | ||||||||||||
Total operating expenses | 20,591 | 23,893 | 62,371 | 70,202 | ||||||||||||
Operating income | 13,112 | 12,187 | 40,435 | 36,996 | ||||||||||||
Interest expense | (19,422 | ) | (18,999 | ) | (57,840 | ) | (56,363 | ) | ||||||||
Net loss | $ (6,310 | ) | $ (6,812 | ) | $ (17,405 | ) | $ (19,367 | ) |
March 31,
In determining the Cost of Assets (as defined in the Advisory Agreement) for purposes of calculating the management fee payable to the Winthrop Advisor, the cost of the Viceroy Hotel was, for each month from and after April 2018, deemed to equal its then-current book value.
March 31,
The recent outbreak9.
March 31,
March 31,
On June 29, 2020, Joe C. McKinney and P. Sue Perrotty each resigned from the Board, effective July 29, 2020. Mr. McKinney and Ms. Perrotty did not resign as a result of any disagreement with the Company on any matter relating to its operations, policies or practices. Additionally, Joseph Moinian, the Company’s largest unitholder, was added as an Observer to the Company’s Board of Managers effective June 30, 2020 in an unpaid position with no voting rights in connection with Board matters.
NEW YORK REIT LIQUIDATING LLC
March 31, 2020
NEW YORK REIT LIQUIDATING LLC
March 31, 2020
NEW YORK REIT LIQUIDATING LLC
March 31, 2020
Our primary uses ofthreenine months ended March 31,September 30, 2019 include:
operations. The increase was offset by liquidating distributions to unitholders of $7.6 million and a $2.1 million decrease due to a remeasurement of estimated costs.
NEW YORK REIT LIQUIDATING LLC
March 31, 2020
NEW YORK REIT LIQUIDATING LLC
March 31, 2020
March 31,
If theCOVID-19 pandemic materially impacts cash flow at Worldwide Plaza,2019 and our liquidating distributions may be delayed or reduced.
TheCOVID-19 pandemic has had, and may continue to have, an impactQuarterly Report on the ability of the tenants at Worldwide Plaza to pay their contractual rents when due or at all. This is especially true for retail and amenities tenants that are forced to close as a result of government actions. If there are delays or reductions in the payment of rent at the property, there will be delays or reductions in the cash distributions we will receive from the property which will affect the timing and amount of liquidating distributions to our unitholders. Given the uncertainty around the extent and timing of the potential future spread or mitigation of theCOVID-19 pandemic and around the imposition or relaxation of protective measures, we cannot at this time reasonably estimate impact to our liquidating distributions. However, if the governmentstay-at-home order persists for an extended period of time, the impact to our liquidating distributions could be material.
If theCOVID-19 pandemic continues for an extended period of time, the demand for New York City properties may diminish and market values could be reduced, delaying or reducing our liquidating distributions.
The full impact of theCOVID-19 pandemic is unknown and is dependent on various factors and consequences outside of our control. Should the effects of the pandemic and government protective measures in response thereto continue for an extended period of time, the demand for properties in the New York City metropolitan area may be reduced, making it more difficult for us to sell our remaining interest in Worldwide Plaza in the timeframe or Form
NEW YORK REIT LIQUIDATING LLC
March 31,
NEW YORK REIT LIQUIDATING LLC
March 31, 2020
| Description | |
10.1* | Amendment No. 4 to Advisory Agreement, dated as of October 30, 2020, among New York REIT Liquidating LLC and Winthrop REIT Advisors LLC | |
31.1* | Certification of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule13a-14(a) or15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
XBRL | ||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
* | Filed herewith |
March 31,
NEW YORK REIT LIQUIDATING LLC | ||
By: | /s/ John Garilli | |
John Garilli | ||
Chief Executive Officer, President, Chief Financial Officer, | ||
Treasurer and Secretary (Principal Executive Officer, | ||
Principal Financial Officer and Principal Accounting Officer) |
Date: May 8, 2020
Date: | November 4, 2020 |