Cover Page
Cover Page - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Feb. 28, 2021 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | New York REIT Liquidating LLC | |
Entity Central Index Key | 0001474464 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,791,769 | |
Entity Public Float | $ 0 | |
Entity Address, State or Province | MA | |
Entity Interactive Data Current | Yes | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | 2 Liberty Square, 9th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, Postal Zip Code | 02109 | |
Entity File Number | 001-36416 | |
Entity Tax Identification Number | 83-2426528 | |
City Area Code | 617 | |
Local Phone Number | 570-4750 | |
Entity Incorporation, State or Country Code | DE | |
ICFR Auditor Attestation Flag | false |
Consolidated Statements of Net
Consolidated Statements of Net Assets - Liquidation Value [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Investment in unconsolidated joint venture | $ 230,092 | $ 265,516 |
Cash and cash equivalents | 7,722 | 7,650 |
Restricted cash held in escrow | 92,177 | 92,302 |
Accounts receivable | 60 | 60 |
Total Assets | 330,051 | 365,528 |
Liabilities | ||
Liability for estimated costs in excess of estimated receipts during liquidation | 2,342 | 2,348 |
Accounts payable, accrued expenses and other liabilities | 319 | 389 |
Total Liabilities | 2,661 | 2,737 |
Commitments and Contingencies | ||
Net assets in liquidation | $ 327,390 | $ 362,791 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Net Assets - Liquidation Value [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net assets in liquidation, beginning of period | $ 362,791 | $ 372,556 | $ 833,113 |
Changes in net assets in liquidation: | |||
Changes in liquidation value of investments in real estate | (9,000) | ||
Changes in liquidation value of investment in unconsolidated joint venture | (21,065) | 8,826 | 17,113 |
Remeasurement of assets and liabilities | (2,582) | (1,631) | 3,201 |
Net increase (decrease) in liquidation value | (23,647) | 7,195 | 11,314 |
Liquidating distributions to unitholders/common stockholders | (11,754) | (16,960) | (471,871) |
Changes in net assets in liquidation | (35,401) | (9,765) | (460,557) |
Net assets in liquidation, end of period | $ 327,390 | $ 362,791 | $ 372,556 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 — Organization New York REIT Liquidating LLC (the “Company”) was formed on November 7, 2018 and is the successor entity to New York REIT, Inc., (the “Predecessor”). The Predecessor was incorporated on October 6, 2009 as a Maryland corporation that qualified as a real estate investment trust for U.S. federal income tax purposes (“REIT”) beginning with its taxable year ended December 31, 2010. On April 15, 2014, the Predecessor listed its common stock on the New York Stock Exchange (“NYSE”) under the symbol “NYRT” (the “Listing”). The sole purpose of the Company is to wind up the Company’s affairs and the liquidation of the Company’s assets with no objective to continue or to engage in the conduct of a trade or business, except as necessary for the orderly liquidation of the Company’s assets. Substantially all of the Predecessor’s business was conducted through its operating partnership, New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”). On August 22, 2016, the Predecessor’s Board of Directors approved a plan of liquidation to sell in an orderly manner all or substantially all of the assets of the Predecessor and its OP and to liquidate and dissolve the Predecessor and the OP (the “Liquidation Plan”), subject to stockholder approval. The Liquidation Plan was approved at a special meeting of the Predecessor’s stockholders on January 3, 2017. All of the assets held by the OP have been sold and the OP was dissolved prior to the conversion to a liquidating entity on November 7, 2018. As of December 31, 2020, the Company’s only significant assets are a 50.1% equity interest in WWP Holdings LLC (“WWP”) which owns one property aggregating 2.0 million rentable square feet, with an average occupancy of 97.3%, and a $90.7 million cash reserve to be utilized for improvements at the property owned by WWP. The property at December 31, 2020 consisted of office space, retail space and a garage representing 88%, 5% and 7%, respectively, of rentable square feet as of December 31, 2020. The Company has no employees. Since March 8, 2017, all advisory duties are administered by Winthrop REIT Advisors, LLC (the “Winthrop Advisor”). In March 2018 the Predecessor effected a 1-for- 10 |
Liquidation Plan
Liquidation Plan | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidation Plan | Note 2 – Liquidation Plan The Liquidation Plan provides for an orderly sale of the Company’s assets, payment of the Company’s liabilities and other obligations and the winding down of operations and dissolution of the Company. The Predecessor was not, and the Company is not, permitted to make any new investments except to make protective acquisitions or advances with respect to its existing assets (see Note 6). The Company is permitted to satisfy any existing contractual obligations and fund required tenant improvements and capital expenditures at its real estate property owned by the joint venture in which the Company owns an interest. The Liquidation Plan enables the Company to sell any and all of its assets without further approval of the unitholders and provides that liquidating distributions be made to the unitholders as determined by the Company’s board of managers (the “Board of Managers”). In order to comply with applicable laws, the Predecessor converted into the Company, a limited liability company. The conversion of the Predecessor to a limited liability company was approved by the stockholders on September 7, 2018 and became effective on November 7, 2018. In October 2018, the Predecessor announced the withdrawal of its common stock from listing on the NYSE in connection with the conversion. November 2, 2018 was the last day on which Common Shares were traded on the NYSE and the stock transfer books were closed as of 4:00 p.m. (Eastern Time) on such date. At the effective time of the conversion, each outstanding share of common stock was converted into one unit of common membership interest in the limited liability company (a “Unit”), and holders of Common Shares automatically received one Unit (which Unit was in book entry form) for each share of our common stock held by such stockholder. Holders of Units should note that unlike Common Shares, which, in addition to being listed on the NYSE, were freely transferable, Units are not listed for trading and generally are not transferable except by will, intestate succession or operation of law. Therefore, the recipients of Units will not have the ability to realize any value from these interests except from distributions made by the Company, the timing of which will be solely in the discretion of the Board of Managers. On October 26, 2018, the Board of Directors designated Randolph C. Read, P. Sue Perrotty, Craig T. Bouchard, Howard Goldberg and Joe C. McKinney, representing all the previous members of the Board of Directors, to serve as the initial members of the Board of Managers. On June 29, 2020, Joe C. McKinney and P. Sue Perrotty each resigned from the Board of Managers, effective July 29, 2020. Additionally, Joseph Moinian, the Company’s largest unitholder, has been 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. The Company is deemed to be the same entity as the Predecessor with the same assets and liabilities as the Predecessor. In addition, the charter and bylaws of the Predecessor were replaced by the operating agreement of the Company. For tax purposes, the fair value of each Unit in the Company received by stockholders when the conversion became effective, which reflects the value of the remaining assets of the Company (net of liabilities), was equal to the average of the high and low trading prices for shares of the Predecessor’s common stock on the last three days on which the shares were traded on the NYSE. The business of the Company is the same as the business of the Predecessor immediately preceding the conversion, which, consistent with the Liquidation Plan, consists of the continued ownership of the Predecessor’s interest in Worldwide Plaza, the only remaining property-related asset. Under its operating agreement, the business and affairs of the Company will be managed by or under the direction of its Board of Managers, and the sole purpose is winding up the affairs of the Company and the liquidation of its remaining asset. The Company will remain in existence until the earlier of (i) the distribution of all its assets pursuant to liquidation or (ii) November 7, 2022 which is four years from the effective time of the conversion. The term may be extended to such later date as the Board of Managers determines is reasonably necessary to fulfill the purposes of the Company. The dissolution process and the amount and timing of future distributions to unitholders involves risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will be ultimately distributed to unitholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. The outbreak of the COVID-19 COVID-19 of the office rents that were due for the year to date period. With respect to the retail and amenities tenants of the property, approximately COVID-19 of total rents due at the property for the year ended December 31, 2020. Management of WWP is evaluating each rent relief request on a tenant by tenant basis. Not all tenant relief requests will result in the granting of relief, and the Company anticipates that a majority of any relief granted will be in the form of a rent deferral and not rent forgiveness. WWP does not plan to forgo any of its contractual rights under its lease agreements in connection with any relief requests. As of the date of this filing, WWP has granted concessions of less than COVID-19 Liquidation Basis of Accounting As a result of the approval of the Liquidation Plan by the stockholders, the Company adopted the liquidation basis of accounting as of January 1, 2017 and for the periods subsequent to December 31, 2016 in accordance with GAAP. Accordingly, on January 1, 2017, the carrying value of the Company’s assets were adjusted to their liquidation value, which represented the estimated amount of cash that the Company expected to collect on disposal of assets as it carried out its liquidation activities under the Liquidation Plan. All properties have been sold except the remaining interest in Worldwide Plaza. For purposes of liquidation accounting, the Company’s estimate of net assets in liquidation value assumes a sale of Worldwide Plaza at December 31, 2021. The actual timing of sale has not yet been determined and is subject to future events and uncertainties. These estimates are subject to change based on the actual timing of sale of the Company’s remaining property. Liabilities are carried at their contractual amounts due as adjusted for the timing and other assumptions related to the liquidation process. The Company accrues costs and revenues that it expects to incur and earn as it carries out its liquidation activities through the end of the projected liquidation period, which ends on December 31, 2021, to the extent it has a reasonable basis for estimation. Estimated 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 Statements 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 December 31, 2020 and 2019 are included in accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Net Assets. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and consolidated joint venture arrangements in which the Company has controlling financial interests, either through voting or similar rights or by means other than voting rights if the Company is the primary beneficiary of a variable interest entity (“VIE”). The portions of any consolidated joint venture arrangements not owned by the Company would be presented as noncontrolling interests. There were no consolidated joint venture arrangements at December 31, 2020 or 2019. All inter-company accounts and transactions have been eliminated in consolidation. The Company evaluates its relationships and investments to determine if it has variable interests in a VIE. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. If the Company determines that it has a variable interest in an entity, it evaluates whether such interest is in a VIE. A VIE is broadly defined as an entity where either (1) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance or (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company consolidates any VIEs when it is determined to be the primary beneficiary of the VIE’s operations. A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company continually evaluates the need to consolidate its joint venture. In determining whether the Company has a controlling interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, power to make decisions and contractual and substantive participating rights of the partners or members as well as whether the entity is a VIE for which the Company is the primary beneficiary. Use of Estimates Certain of the Company’s accounting estimates are particularly important for an understanding of the Company’s financial position and results of operations and require the application of significant judgment by management. As a result, these estimates are subject to a degree of uncertainty. Under liquidation accounting, the Company is required to estimate all costs and revenue it expects to incur and earn through the end of liquidation including the estimated amount of cash it expects to collect on the disposal of its assets and the estimated costs to dispose of its assets. All of the estimates and evaluations are susceptible to change and actual results could differ materially from the estimates and evaluations. Investments in Real Estate As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value upon sale, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represented the estimated amount of cash the Company expected to collect on the disposal of its assets as it carried out the liquidation activities of its Liquidation Plan. The liquidation value of the Company’s investments in real estate were presented on an undiscounted basis. Estimated revenue during the period following the commencement of liquidation through the expected sale date and costs to dispose of these assets were presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in the Company’s net assets in liquidation presented on an undiscounted basis. The liquidation value of investments in real estate was based on a number of factors including discounted cash flow and direct capitalization analyses, detailed analysis of current market comparables and broker opinions of value, and binding purchase offers to the extent available. All of the Company’s investments in real estate were sold prior to December 31, 2018. Cash and Cash Equivalents Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. At December 31, 2020 and 2019, $0 and $7.1 million, respectively was held in money market funds with the Company’s financial institutions. The Company deposits cash with high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (the “FDIC”) up to an insurance limit. The Company’s cash balances fluctuate throughout the year and may exceed insured limits from time to time. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result. Restricted Cash At December 31, 2020 and 2019, restricted cash primarily consists of the $90.7 million capital improvement reserve for Worldwide Plaza and $1.4 million being held in escrow in connection with the sale of the Viceroy Hotel (the “Viceroy Escrow”). The Viceroy Escrow was established from proceeds of the sale of the Viceroy Hotel and was required to cover a potential seller’s obligation to fund any shortfalls to the New York Hotel Pension Fund should the purchaser of the property withdraw from the Pension Fund without fully funding the then outstanding shortfall due the Pension Fund. Investment in Unconsolidated Joint Venture The Company accounts for its investment in unconsolidated joint venture under the equity method of accounting because the Company exercises significant influence over but does not control the entity and is not considered to be the primary beneficiary. The investment in unconsolidated joint venture is recorded at its liquidation value, or net realizable value, which is comprised of an estimate of the expected sale proceeds upon disposition plus the estimated net income from the venture during the liquidation period. The Company evaluates the net realizable value of its unconsolidated joint venture at each reporting period. Any changes in net realizable value will be reflected as a change in the Company’s net assets in liquidation. The liquidation value of the Company’s remaining investment in Worldwide Plaza as of December 31, 2020 and 2019 is based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information and assumptions regarding capital expenditures. Revenue Recognition Under liquidation accounting, the Company accrued all revenue that it expected to earn through the end of liquidation to the extent it had a reasonable basis for estimation. Revenues were accrued based on contractual amounts due under the leases in place over the estimated holding period of each asset. To the extent that the estimated holding period for a particular asset was revised and exceeded management’s original planned liquidation period, the Company limited its estimate of future revenue as of the current reporting date to include only the period originally projected due to the inability to reliably estimate such future revenue beyond the originally projected liquidation period. Following the sale of the Viceroy hotel in October 2018, the Company has no revenue sources other than interest income. These amounts were classified in liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets. Income Taxes The Predecessor qualified as a REIT under Sections 856 through 860 of the Internal Revenue Code effective for its taxable year ended December 31, 2010 through November 7, 2018, the date of the conversion. In order to qualify for taxation as a REIT, the Predecessor was generally required, among other things, to distribute annually at least 90% of the Company’s REIT taxable income to the Company’s stockholders. The Predecessor distributed to its stockholders 100% of its REIT taxable income for the period January 1, 2018 through November 7, 2018 and for the year ended December 31, 2017. From and after November 8, 2018, the Company will be taxed as a partnership for federal and state income tax purposes. Accordingly, no provision or benefit for income taxes is made in the consolidated financial statements. All future distributions from the Company will be considered a return of capital for tax purposes. Holder of Units will receive a Schedule K-1 During the year ended December 31, 2013, the Predecessor purchased a hotel, which was owned by a subsidiary of the OP and leased to a taxable REIT subsidiary (“TRS”), that was owned by the OP. The hotel was sold on October 4, 2018, and the TRS was terminated. A TRS is subject to federal, state and local income taxes. The TRS was a tax paying component for purposes of classifying deferred tax assets and liabilities. As of December 31, 2020, the Predecessor had no material uncertain income tax positions. The tax years subsequent to and including the year ended December 31, 2017 remain open to examination by the major taxing jurisdictions to which the Company and the Predecessor is subject. Reportable Segments The Company has determined that it has one reportable segment, with activities related to investing in real estate through a joint venture. The Company’s joint venture invests in real estate which generates rental revenue and other income through the leasing of the property. Management evaluates the operating performance of the Company’s investment at the individual property level. Recently Issued Accounting Pronouncements There are no recently issued accounting pronouncements that are applicable under liquidation basis accounting. Recently Adopted Accounting Pronouncements None. |
Liability for Estimated Costs i
Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation | 12 Months Ended |
Dec. 31, 2020 | |
Text Block [Abstract] | |
Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation | Note 4 - Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the plan of liquidation. The Company currently estimates that it will have costs in excess of estimated receipts during the liquidation. These amounts can vary significantly due to, among other things, the timing and estimates for operating expenses, interest earned on reserves and the costs associated with the winding down of operations. These costs are estimated and are anticipated to be paid out over the liquidation period. At December 31, 2020 and 2019, the Company accrued the following expenses expected to be incurred during liquidation (in thousands): 2020 2019 General and administrative expenses $ (2,342 ) $ (2,348 ) Liability for estimated costs in excess of estimated receipts during liquidation $ (2,342 ) $ (2,348 ) The change in the liability for estimated costs in excess of estimated receipts during liquidation as of December 31, 2020 and 2019 is as follows (in thousands): January 1, 2020 Net Change Remeasurement December 31, 2020 General and administrative expenses $ (2,348 ) $ 2,588 $ (2,582 ) $ (2,342 ) Total liability for estimated costs in excess of estimated receipts during liquidation $ (2,348 ) $ 2,588 $ (2,582 ) $ (2,342 ) (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 year ended December 31, 2020. January 1, 2019 Net Change Remeasurement December 31, 2019 General and administrative expenses $ (3,208 ) $ 2,491 $ (1,631 ) $ (2,348 ) Total liability for estimated costs in excess of estimated receipts during liquidation $ (3,208 ) $ 2,491 $ (1,631 ) $ (2,348 ) (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 year ended December 31, 2019. |
Net Assets in Liquidation
Net Assets in Liquidation | 12 Months Ended |
Dec. 31, 2020 | |
Text Block [Abstract] | |
Net Assets in Liquidation | Note 5 – Net Assets in Liquidation Net assets in liquidation decreased by $35.4 million during the year ended December 31, 2020. The reduction during the year ended December 31, 2020 is primarily due to a $37.6 million decrease in the Company’s investment in Worldwide Plaza based on a decrease of the estimated property value of Worldwide Plaza, liquidating distributions to unitholders totaling $11.8 million and a $2.6 million decrease due to a remeasurement of estimated costs. The reduction in net assets was offset by a net increase of $16.6 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza primarily related to the estimated distributions from working capital and property operations. Net assets in liquidation decreased by $9.8 million during the year ended December 31, 2019. The reduction during the year ended December 31, 2019 is primarily due to liquidating distributions to unitholders totaling $17.0 million and a $1.6 million decrease due to a remeasurement of estimated costs. The reduction in net assets was offset by a net increase of $8.8 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza primarily related to the estimated distributions from working capital and property operations. Net assets in liquidation decreased by $460.6 million during the year ended December 31, 2018. The reduction during the year ended December 31, 2018 is primarily due to liquidating distributions to common stockholders totaling $471.8 million, a $9.0 million decrease in the estimated liquidation value of the Viceroy Hotel property based on the contract for sale, which was directly offset by a release of liability of $4.2 million associated with the termination of the Viceroy Hotel management agreement and a $1.1 million decrease due to a remeasurement of estimated costs. The reduction in net assets was offset by a net increase of $17.1 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza primarily related to the distributions from working capital and property operations. The net assets in liquidation at December 31, 2020, presented on an undiscounted basis include the Company’s proportionate share in Worldwide Plaza’s net assets which include a property value at $1.65 billion based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information. There were 16,791,769 Units outstanding at December 31, 2020. The net assets in liquidation as of December 31, 2020, if sold at their net asset value, would result in liquidating distributions of approximately $19.50 per Unit. On March 9, 2021 , the Board of Managers declared a cash liquidating distribution of $0.18 per Unit payable on March 24, 2021 to unitholders of record on March 17 $19.32 per Unit. The net assets in liquidation as of December 31, 2020 of $327.4 million if sold at their net asset value, plus the cumulative liquidating distributions paid to stockholders of $1.016 billion ($60.51 per Common Share / U $80.01 per Unit. There is inherent uncertainty with these estimates, and they could change materially based on the timing of the sales, the performance of the underlying assets and any changes in the underlying assumptions of the estimated cash flows. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Joint Venture | Note 6 — Investment in Unconsolidated Joint Venture On October 30, 2013, the Predecessor purchased a 48.9% equity interest in Worldwide Plaza for a contract purchase price of $220.1 million, based on the property value at that time for Worldwide Plaza of $1.3 billion less $875.0 million of debt on the property. On June 1, 2017, the Predecessor acquired an additional 49.9% equity interest on exercise of the WWP Option pursuant to the Company’s rights under the joint venture agreement of Worldwide Plaza for a contract purchase price of $276.7 million, based on the option price of approximately $1.4 billion less $875.0 million of debt on the property. The Predecessor’s joint venture partner exercised its right to retain 1.2% of the aggregate membership interests in Worldwide Plaza. Following the exercise of the option, the Predecessor owned a total equity interest of 98.8% in Worldwide Plaza. On October 18, 2017, the Predecessor sold a 48.7% interest in Worldwide Plaza to a joint venture managed by SL Green Realty Corp. and RXR Realty LLC based on an estimated underlying property value of $1.725 billion. In conjunction with the equity sale, there was a concurrent $1.2 billion refinancing of the existing Worldwide Plaza debt. The Predecessor received cash at closing of approximately $446.5 million from the sale and excess proceeds from the financing, net of closing costs which included $108.3 million of defeasance and prepayment costs. The new debt on Worldwide Plaza bears interest at a blended rate of approximately 3.98% per annum, requires monthly payments of interest only and matures in November 2027. The Company has set aside $90.7 million of the proceeds in a separate account to fund future capital improvements to Worldwide Plaza. Following the sale of its interest, the Company now holds a 50.1% interest in Worldwide Plaza. The Company has determined that this investment is an investment in a VIE. The Company has determined that it is not the primary beneficiary of this VIE since the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. The Company accounts for this investment using the equity method of accounting. The lease with one of the tenants at the Worldwide Plaza property contains a right of first offer in the event that Worldwide Plaza sells 100% of the property. The right requires Worldwide Plaza to offer the tenant the option to purchase 100% of the Worldwide Plaza property, at the price, and on other material terms, proposed by Worldwide Plaza to third parties. If, after a 45-day period, that tenant does not accept the offer, Worldwide Plaza may then sell the property to a third party, provided that Worldwide Plaza will be required to re-offer The following table lists the tenants whose annualized cash rent represented greater than 10% of total annualized cash rent at the Company as of December 31, 2020, 2019 and 2018, including annualized cash rent related to the Company’s unconsolidated joint venture: December 31, Property Portfolio Tenant 2020 2019 2018 Worldwide Plaza Cravath, Swaine & Moore, LLP 48 % 47 % 46 % Worldwide Plaza Nomura Holdings America, Inc. 31 % 32 % 31 % The termination, delinquency or non-renewal The amounts reflected in the following tables are based on the financial information of Worldwide Plaza. Under liquidation accounting, equity investments are carried at net realizable value. The condensed balance sheets as of December 31, 2020 and 2019 for Worldwide Plaza are as follows: December 31, (In thousands) 2020 2019 Real estate assets, at cost $ 839,789 $ 829,168 Less accumulated depreciation and amortization (256,925 ) (239,120 ) Total real estate assets, net 582,864 590,048 Cash and cash equivalents 36,084 45,477 Other assets 139,084 151,445 Total assets $ 758,032 $ 786,970 Debt $ 1,254,081 $ 1,238,794 Other liabilities 166,549 153,331 Total liabilities 1,420,630 1,392,125 Deficit (662,598 ) (605,155 ) Total liabilities and deficit $ 758,032 $ 786,970 The condensed statements of operations for the years ended December 2020, 2019 and 2018 for Worldwide Plaza are as follows: December 31, (In thousands) 2020 2019 2018 Rental income $ 135,435 $ 143,792 $ 140,888 Operating expenses: Operating expenses 65,396 62,976 61,205 Depreciation and amortization 21,004 29,815 31,468 Total operating expenses 86,400 92,791 92,673 Operating income 49,035 51,001 48,215 Interest expense (77,265 ) (75,389 ) (73,804 ) Net loss allocated to non-controlling (35,621 ) (25,791 ) (23,717 ) Net income (loss) $ 7,391 $ 1,403 $ (1,872 ) |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock | Note 7 — Common Stock In March 2018, the Predecessor effected a 1-for- 10 As of December 31, 2020 and 2019, the Company had 16,791,769 Units outstanding. The Company expects to make periodic liquidating distributions out of net proceeds of asset sales and distributions from our investment in Worldwide Plaza, subject to satisfying its liabilities and obligations, in lieu of regular monthly dividends. During 2020, 2019 and 2018, the Company paid aggregate liquidating distributions equal to $0.70 per unit, $1.01 per unit and $28.10 per share, respectively. On March 9, 2021, the Company declared a cash liquidating distribution of $0.18 per unit to unitholders of record as of March 17, 2021. There can be no assurance as to the actual amount or timing of future liquidating distributions unitholders will receive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Litigation and Regulatory Matters In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no legal or regulatory proceedings pending or known to be contemplated against the Company from which the Company expects to incur a material loss. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company, through its joint venture, maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, |
Related Party Transactions and
Related Party Transactions and Arrangements | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Note 9 — Related Party Transactions and Arrangements Winthrop Advisor and its Affiliates The activities of the Liquidating LLC are administered by the Winthrop Advisor pursuant to the terms of an advisory agreement, as amended, (the “Advisory Agreement”) between the Company and the Winthrop Advisor. The original term of the Advisory Agreement ended on November 7, 2018, the effective date of the conversion of the Company to a liquidating entity (the “Liquidation Date”). The Advisory Agreement is subject to automatic one-month Beginning on March 1, 2017, and continuing through the Liquidation Date, the Company paid Winthrop Advisor an asset management fee equal to 0.325% per annum of the cost of assets (as defined in the Advisory Agreement) up to $3.0 billion and 0.25% per annum of the cost of assets in excess of $3.0 billion. Beginning with the fiscal quarter ending September 30, 2018 and ending on the Liquidation Date, the Company paid Winthrop Advisor a supplemental fee of $25,000 per quarter (prorated for any partial quarter) in addition to the base management fee. From the Liquidation Date through July 31, 2020, the Company paid the Winthrop Advisor a monthly fee of $100,000 and a supplemental fee of $50,000 per quarter (prorated for any partial quarter) for any period that the principal executive and financial officers of the successor entity to the Company are required to certify the financial and other information contained in the successor entity’s quarterly and annual reports pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. On October 30, 2020, the Advisory Agreement was amended to reduce the monthly fee payable to Winthrop Advisor to $83,000 effective August 1, 2020. All other terms of the Advisory Agreement remained unchanged. From and after March 1, 2018, the Company agreed to reimburse the Winthrop Advisor for the compensation of Wendy Silverstein as the Company’s chief executive officer or otherwise, in such amounts as agreed to between the Winthrop Advisor and the Company, which provision is no longer applicable following Wendy Silverstein’s resignation in July 2018. During the year ended December 31, 2018, the Company reimbursed Winthrop Advisor $467,000 for compensation of the Chief Executive Officer. The Company did not reimburse Winthrop Advisor for any compensation during the year ended December 31, 2020. In connection with the adoption of liquidation accounting, the Company accrues costs it expects to incur through the end of liquidation. As of December 31, 2020, the Company has accrued asset management fees and compensation reimbursements totaling $1.2 million payable to Winthrop Advisor representing management’s estimate of future asset management fees to final liquidation, provided there is no assurance that the contract will continue to be extended at the same terms, if at all. This amount is included in estimated costs in excess of estimated receipts during liquidation. In connection with the payment of (i) any distributions of money or other property by the Company to its stockholders or unitholders during the term of the Advisory Agreement and (ii) any other amounts paid to the Company’s stockholders or unitholders on account of their shares of common stock or membership interests in the Company in connection with a merger or other change in control transaction pursuant to an agreement with the Company entered into after March 8, 2017 (such distributions and payments, the “Hurdle Payments”), in excess of $110.00 per share (adjusted for the Reverse Split, the “Hurdle Amount”), when taken together with all other Hurdle Payments, the Company will pay an incentive fee to Winthrop Advisor in an amount equal to 10.0% of such excess (the “Incentive Fee”). The Hurdle Amount will be increased on an annualized basis by an amount equal to the product of (a) the Treasury Rate plus 200 basis points and (b) the Hurdle Amount minus all previous Hurdle Payments. Based on the current estimated undiscounted net assets in liquidation, the Winthrop Advisor would not be entitled to receive any such incentive fee. Effective March 2017, Winthrop Property Manager began providing property management services to certain properties. The Company paid to Winthrop Property Manager 1.75% of gross revenues, inclusive of all third party property management fees, for property management services provided to the Company by the Winthrop Property Manager or any of its affiliates. The Winthrop Property Manager no longer managed any of the Predecessor’s properties at the date of conversion. The following table details amounts incurred by the Company to the Winthrop Advisor and its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from the Winthrop Advisor as of the dates specified: Year Ended Payable as of (In thousands) 2020 2019 2018 2020 2019 Asset management fees $ 1,317 $ 1,400 $ 2,628 $ — $ — Property management fees — — 42 — — Reimbursements — — 467 — — Total related party operational fees $ 1,317 $ 1,400 $ 3,137 $ — $ — On June 30, 2020, the Company entered into a Manager Designation Agreement (the “Manager Designation A B C i ii |
Economic Dependency
Economic Dependency | 12 Months Ended |
Dec. 31, 2020 | |
Text Block [Abstract] | |
Economic Dependency | Note 10 — Economic Dependency Under various agreements, the Company has engaged Winthrop Advisor, its affiliates and entities under common control with Winthrop Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services, transaction management and investor relations. As a result of these relationships, the Company is dependent upon Winthrop Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 11 — Share-Based Compensation Restricted Share Plan The Company’s employee and director incentive restricted share plan (“RSP”) provided the Company with the ability to grant awards of restricted shares to the Company’s directors and officers, employees of the Former Advisor and its affiliates, employees of entities that provided services to the Company, directors of the Former Advisor or of entities that provided services to the Company, certain consultants to the Company and the Former Advisor and its affiliates or to entities that provided services to the Company. Under the RSP, the annual amount granted to the independent directors was determined by the Board. The maximum number of shares of stock granted under the RSP could not exceed 10% of the Company’s outstanding shares of common stock on a fully diluted basis at any time. Restricted shares issued to independent directors generally vested over a three- year re-elected Restricted shares could not, in general, be sold or otherwise transferred until restrictions were removed and the shares vested. Holders of restricted shares received cash dividends and other distributions (including any liquidating distributions made pursuant to the Liquidation Plan) prior to the time that the restrictions on the restricted shares lapsed. Any dividends payable in shares of common stock were subject to the same restrictions as the underlying restricted shares. On October 5, 2018, the Board released all restrictions on any remaining unvested restricted shares. The RSP was terminated upon conversion to the Company. The following table displays restricted share award activity during the year ended December 31, 2018: Number of Weighted-Average Unvested, December 31, 2017 6,828 103.20 Vested (6,828 ) 103.20 Forfeited — — Unvested, December 31, 2018 — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — Subsequent Events The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. The outbreak of the COVID-19 COVID-19 of the office rents that were due for the year to date period. With respect to the retail and amenities tenants of the property, approximately COVID-19 of total rents due at the property for the year ended December 31, 2020. Management of WWP is evaluating each rent relief request on a tenant by tenant basis. Not all tenant relief requests will result in the granting of relief, and the Company anticipates that a majority of any relief granted will be in the form of a rent deferral and not rent forgiveness. WWP does not plan to forgo any of its contractual rights under its lease agreements in connection with any relief requests. As of the date of this filing, WWP has granted concessions of less than COVID-19 |
Liquidation Basis of Accounting | Liquidation Basis of Accounting As a result of the approval of the Liquidation Plan by the stockholders, the Company adopted the liquidation basis of accounting as of January 1, 2017 and for the periods subsequent to December 31, 2016 in accordance with GAAP. Accordingly, on January 1, 2017, the carrying value of the Company’s assets were adjusted to their liquidation value, which represented the estimated amount of cash that the Company expected to collect on disposal of assets as it carried out its liquidation activities under the Liquidation Plan. All properties have been sold except the remaining interest in Worldwide Plaza. For purposes of liquidation accounting, the Company’s estimate of net assets in liquidation value assumes a sale of Worldwide Plaza at December 31, 2021. The actual timing of sale has not yet been determined and is subject to future events and uncertainties. These estimates are subject to change based on the actual timing of sale of the Company’s remaining property. Liabilities are carried at their contractual amounts due as adjusted for the timing and other assumptions related to the liquidation process. The Company accrues costs and revenues that it expects to incur and earn as it carries out its liquidation activities through the end of the projected liquidation period, which ends on December 31, 2021, to the extent it has a reasonable basis for estimation. Estimated 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 Statements of Net Assets. Actual costs and revenues may differ from amounts reflected in the consolidated financial statements due to the inherent uncertainty in estimating |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and consolidated joint venture arrangements in which the Company has controlling financial interests, either through voting or similar rights or by means other than voting rights if the Company is the primary beneficiary of a variable interest entity (“VIE”). The portions of any consolidated joint venture arrangements not owned by the Company would be presented as noncontrolling interests. There were no consolidated joint venture arrangements at December 31, 2020 or 2019. All inter-company accounts and transactions have been eliminated in consolidation. The Company evaluates its relationships and investments to determine if it has variable interests in a VIE. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. If the Company determines that it has a variable interest in an entity, it evaluates whether such interest is in a VIE. A VIE is broadly defined as an entity where either (1) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance or (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company consolidates any VIEs when it is determined to be the primary beneficiary of the VIE’s operations. A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company continually evaluates the need to consolidate its joint venture. In determining whether the Company has a controlling interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, power to make decisions and contractual and substantive participating rights of the partners or members as well as whether the entity is a VIE for which the Company is the primary beneficiary. |
Use of Estimates | Use of Estimates Certain of the Company’s accounting estimates are particularly important for an understanding of the Company’s financial position and results of operations and require the application of significant judgment by management. As a result, these estimates are subject to a degree of uncertainty. Under liquidation accounting, the Company is required to estimate all costs and revenue it expects to incur and earn through the end of liquidation including the estimated amount of cash it expects to collect on the disposal of its assets and the estimated costs to dispose of its assets. All of the estimates and evaluations are susceptible to change and actual results could differ materially from the estimates and evaluations. |
Investments in Real Estate | Investments in Real Estate As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value upon sale, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represented the estimated amount of cash the Company expected to collect on the disposal of its assets as it carried out the liquidation activities of its Liquidation Plan. The liquidation value of the Company’s investments in real estate were presented on an undiscounted basis. Estimated revenue during the period following the commencement of liquidation through the expected sale date and costs to dispose of these assets were presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in the Company’s net assets in liquidation presented on an undiscounted basis. The liquidation value of investments in real estate was based on a number of factors including discounted cash flow and direct capitalization analyses, detailed analysis of current market comparables and broker opinions of value, and binding purchase offers to the extent available. All of the Company’s investments in real estate were sold prior to December 31, 2018. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. At December 31, 2020 and 2019, $0 and $7.1 million, respectively was held in money market funds with the Company’s financial institutions. The Company deposits cash with high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (the “FDIC”) up to an insurance limit. The Company’s cash balances fluctuate throughout the year and may exceed insured limits from time to time. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result. |
Restricted Cash | Restricted Cash At December 31, 2020 and 2019, restricted cash primarily consists of the $90.7 million capital improvement reserve for Worldwide Plaza and $1.4 million being held in escrow in connection with the sale of the Viceroy Hotel (the “Viceroy Escrow”). The Viceroy Escrow was established from proceeds of the sale of the Viceroy Hotel and was required to cover a potential seller’s obligation to fund any shortfalls to the New York Hotel Pension Fund should the purchaser of the property withdraw from the Pension Fund without fully funding the then outstanding shortfall due the Pension Fund. |
Investment in Unconsolidated Joint Venture | Investment in Unconsolidated Joint Venture The Company accounts for its investment in unconsolidated joint venture under the equity method of accounting because the Company exercises significant influence over but does not control the entity and is not considered to be the primary beneficiary. The investment in unconsolidated joint venture is recorded at its liquidation value, or net realizable value, which is comprised of an estimate of the expected sale proceeds upon disposition plus the estimated net income from the venture during the liquidation period. The Company evaluates the net realizable value of its unconsolidated joint venture at each reporting period. Any changes in net realizable value will be reflected as a change in the Company’s net assets in liquidation. The liquidation value of the Company’s remaining investment in Worldwide Plaza as of December 31, 2020 and 2019 is based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information and assumptions regarding capital expenditures. |
Revenue Recognition | Revenue Recognition Under liquidation accounting, the Company accrued all revenue that it expected to earn through the end of liquidation to the extent it had a reasonable basis for estimation. Revenues were accrued based on contractual amounts due under the leases in place over the estimated holding period of each asset. To the extent that the estimated holding period for a particular asset was revised and exceeded management’s original planned liquidation period, the Company limited its estimate of future revenue as of the current reporting date to include only the period originally projected due to the inability to reliably estimate such future revenue beyond the originally projected liquidation period. Following the sale of the Viceroy hotel in October 2018, the Company has no revenue sources other than interest income. These amounts were classified in liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets. |
Income Taxes | Income Taxes The Predecessor qualified as a REIT under Sections 856 through 860 of the Internal Revenue Code effective for its taxable year ended December 31, 2010 through November 7, 2018, the date of the conversion. In order to qualify for taxation as a REIT, the Predecessor was generally required, among other things, to distribute annually at least 90% of the Company’s REIT taxable income to the Company’s stockholders. The Predecessor distributed to its stockholders 100% of its REIT taxable income for the period January 1, 2018 through November 7, 2018 and for the year ended December 31, 2017. From and after November 8, 2018, the Company will be taxed as a partnership for federal and state income tax purposes. Accordingly, no provision or benefit for income taxes is made in the consolidated financial statements. All future distributions from the Company will be considered a return of capital for tax purposes. Holder of Units will receive a Schedule K-1 During the year ended December 31, 2013, the Predecessor purchased a hotel, which was owned by a subsidiary of the OP and leased to a taxable REIT subsidiary (“TRS”), that was owned by the OP. The hotel was sold on October 4, 2018, and the TRS was terminated. A TRS is subject to federal, state and local income taxes. The TRS was a tax paying component for purposes of classifying deferred tax assets and liabilities. As of December 31, 2020, the Predecessor had no material uncertain income tax positions. The tax years subsequent to and including the year ended December 31, 2017 remain open to examination by the major taxing jurisdictions to which the Company and the Predecessor is subject. |
Reportable Segments | Reportable Segments The Company has determined that it has one reportable segment, with activities related to investing in real estate through a joint venture. The Company’s joint venture invests in real estate which generates rental revenue and other income through the leasing of the property. Management evaluates the operating performance of the Company’s investment at the individual property level. |
Recent Accounting Pronouncement | Recently Issued Accounting Pronouncements There are no recently issued accounting pronouncements that are applicable under liquidation basis accounting. Recently Adopted Accounting Pronouncements None. |
Liability for Estimated Costs_2
Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Text Block [Abstract] | |
Summary of Accrued Revenues and Expenses Expected to Earned or Incurred During Liquidation | At December 31, 2020 and 2019, the Company accrued the following expenses expected to be incurred during liquidation (in thousands): 2020 2019 General and administrative expenses $ (2,342 ) $ (2,348 ) Liability for estimated costs in excess of estimated receipts during liquidation $ (2,342 ) $ (2,348 ) |
Schedule of Changes in Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation | The change in the liability for estimated costs in excess of estimated receipts during liquidation as of December 31, 2020 and 2019 is as follows (in thousands): January 1, 2020 Net Change Remeasurement December 31, 2020 General and administrative expenses $ (2,348 ) $ 2,588 $ (2,582 ) $ (2,342 ) Total liability for estimated costs in excess of estimated receipts during liquidation $ (2,348 ) $ 2,588 $ (2,582 ) $ (2,342 ) (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 year ended December 31, 2020. January 1, 2019 Net Change Remeasurement December 31, 2019 General and administrative expenses $ (3,208 ) $ 2,491 $ (1,631 ) $ (2,348 ) Total liability for estimated costs in excess of estimated receipts during liquidation $ (3,208 ) $ 2,491 $ (1,631 ) $ (2,348 ) (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 year ended December 31, 2019. |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Venture (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of annualized rental income by major tenants | The following table lists the tenants whose annualized cash rent represented greater than 10% of total annualized cash rent at the Company as of December 31, 2020, 2019 and 2018, including annualized cash rent related to the Company’s unconsolidated joint venture: December 31, Property Portfolio Tenant 2020 2019 2018 Worldwide Plaza Cravath, Swaine & Moore, LLP 48 % 47 % 46 % Worldwide Plaza Nomura Holdings America, Inc. 31 % 32 % 31 % |
Condensed Balance Sheet | The condensed balance sheets as of December 31, 2020 and 2019 for Worldwide Plaza are as follows: December 31, (In thousands) 2020 2019 Real estate assets, at cost $ 839,789 $ 829,168 Less accumulated depreciation and amortization (256,925 ) (239,120 ) Total real estate assets, net 582,864 590,048 Cash and cash equivalents 36,084 45,477 Other assets 139,084 151,445 Total assets $ 758,032 $ 786,970 Debt $ 1,254,081 $ 1,238,794 Other liabilities 166,549 153,331 Total liabilities 1,420,630 1,392,125 Deficit (662,598 ) (605,155 ) Total liabilities and deficit $ 758,032 $ 786,970 |
Condensed Income Statement | The condensed statements of operations for the years ended December 2020, 2019 and 2018 for Worldwide Plaza are as follows: December 31, (In thousands) 2020 2019 2018 Rental income $ 135,435 $ 143,792 $ 140,888 Operating expenses: Operating expenses 65,396 62,976 61,205 Depreciation and amortization 21,004 29,815 31,468 Total operating expenses 86,400 92,791 92,673 Operating income 49,035 51,001 48,215 Interest expense (77,265 ) (75,389 ) (73,804 ) Net loss allocated to non-controlling (35,621 ) (25,791 ) (23,717 ) Net income (loss) $ 7,391 $ 1,403 $ (1,872 ) |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Winthrop Advisor and its Affiliates [Member] | |
Schedule of Amount Incurred and Paid in Connection With Operation Related Services | The following table details amounts incurred by the Company to the Winthrop Advisor and its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from the Winthrop Advisor as of the dates specified: Year Ended Payable as of (In thousands) 2020 2019 2018 2020 2019 Asset management fees $ 1,317 $ 1,400 $ 2,628 $ — $ — Property management fees — — 42 — — Reimbursements — — 467 — — Total related party operational fees $ 1,317 $ 1,400 $ 3,137 $ — $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Share Award Activity | The following table displays restricted share award activity during the year ended December 31, 2018: Number of Weighted-Average Unvested, December 31, 2017 6,828 103.20 Vested (6,828 ) 103.20 Forfeited — — Unvested, December 31, 2018 — |
Organization - Additional Infor
Organization - Additional Information (Detail) - Liquidation Value [Member] $ in Millions | 1 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2020USD ($)ft²Investment | |
Organization [Line Items] | ||
Reverse stock split description | 1-for-10 reverse stock split | |
Reverse Stock split ratio | 0.1 | |
WWP Holdings Llc [Member] | ||
Organization [Line Items] | ||
Area of investments | ft² | 2 | |
Occupancy percentage | 97.30% | |
Number of investments | Investment | 1 | |
Ownership percentage | 50.10% | |
Cash reserve utilized for improvements | $ | $ 90.7 | |
Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Office Building [Member] | WWP Holdings Llc [Member] | ||
Organization [Line Items] | ||
Concentration risk percent | 88.00% | |
Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Retail Site [Member] | WWP Holdings Llc [Member] | ||
Organization [Line Items] | ||
Concentration risk percent | 5.00% | |
Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Parking Garage [Member] | WWP Holdings Llc [Member] | ||
Organization [Line Items] | ||
Concentration risk percent | 7.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 10 Months Ended | 12 Months Ended | ||
Nov. 07, 2018 | Dec. 31, 2020USD ($)Segment | Dec. 31, 2017 | Dec. 31, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Money market funds | $ 0 | $ 7,100,000 | ||
Taxable Income, Percent Distributed | 100.00% | 100.00% | ||
Number of reportable segments | Segment | 1 | |||
Revenue from Rights Concentration Risk [Member] | Retail Site [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Percentage Of Rental Income Not Collected | 2.00% | |||
Rental Income Receivable | $ 2,400,000 | |||
Revenue from Rights Concentration Risk [Member] | Office Building [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Percentage Of Rental Income Not Collected | 100.00% | |||
Worldwide Plaza [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Concessions On Rental Income | $ 100,000 | |||
Liquidation Value [Member] | Worldwide Plaza [Member] | Capital Improvement Reserve [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Restricted cash | 90,700,000 | 90,700,000 | ||
Liquidation Value [Member] | Escrow [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Restricted cash | $ 1,400,000 | $ 1,400,000 |
Liability for Estimated Costs_3
Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation - Summary of Accrued Revenues and Expenses Expected to Earned or Incurred During Liquidation (Detail) - Liquidation Value [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Liquidation Basis Of Accounting [Line Items] | ||
General and administrative expenses | $ (2,342) | $ (2,348) |
Liability for estimated costs in excess of estimated receipts during liquidation | $ (2,342) | $ (2,348) |
Liability for Estimated Costs_4
Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation - Schedule of Changes in Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation (Detail) - Liquidation Value [Member] - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Business Acquisition [Line Items] | |||||
Net assets in liquidation, beginning of period | $ 362,791 | $ 372,556 | $ 833,113 | ||
Net Change in Working Capital | 2,588 | [1] | 2,491 | [2] | |
Remeasurement of assets and liabilities | (2,582) | (1,631) | 3,201 | ||
Net assets in liquidation, end of period | 327,390 | 362,791 | 372,556 | ||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||||
Business Acquisition [Line Items] | |||||
Net assets in liquidation, beginning of period | (2,348) | (3,208) | |||
Net assets in liquidation, end of period | (2,342) | (2,348) | (3,208) | ||
General And Administrative Expenses [Member] | |||||
Business Acquisition [Line Items] | |||||
Total liability for estimated costs, beginning balance | (2,348) | (3,208) | |||
Net Change in Working Capital | 2,588 | [1] | 2,491 | [2] | |
Remeasurement of assets and liabilities | (2,582) | (1,631) | |||
Total liability for estimated costs, ending balance | $ (2,342) | $ (2,348) | $ (3,208) | ||
[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 year ended December 31, 2020. | ||||
[2] | Represents changes in cash, restricted cash, accounts receivable, accounts payable and accrued expenses as a result of the Company’s operating activities for the year ended December 31, 2019. |
Net Assets in Liquidation - Add
Net Assets in Liquidation - Additional Information (Detail) - Liquidation Value [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 09, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Net Assets In Liquidation [Line Items] | |||||
Liquidation value of property | $ 1,650,000 | ||||
Increase (decrease) in net assets subject to liquidation | (35,400) | $ (9,800) | $ (460,600) | ||
Net increase (decrease) in liquidation value | $ 23,647 | (7,195) | (11,314) | ||
Release of liability | 4,200 | ||||
Liquidating distributions per common share | $ 19.50 | ||||
Net assets in liquidation | $ 327,390 | 362,791 | 372,556 | $ 833,113 | |
Liquidating distributions to unit holders | $ 1,016,000 | ||||
Liquidating distributions per unit | 80.01 | ||||
Increase decrease in equity method investment due to property value change | $ (37,600) | ||||
Liquidating distribution to common stockholders | 471,800 | ||||
Subsequent Event [Member] | |||||
Net Assets In Liquidation [Line Items] | |||||
Liquidating distributions per common share | $ 0.18 | ||||
Estimated future liquidating distributions per common share | $ 19.32 | ||||
Liquidating distribution declared date | Mar. 9, 2021 | ||||
Viceroy Management Agreement [Member] | |||||
Net Assets In Liquidation [Line Items] | |||||
Net increase (decrease) in liquidation value | 11,800 | 17,000 | (9,000) | ||
Remeasurement [Member] | |||||
Net Assets In Liquidation [Line Items] | |||||
Net increase (decrease) in liquidation value | (2,600) | (1,600) | (1,100) | ||
Worldwide Plaza [Member] | |||||
Net Assets In Liquidation [Line Items] | |||||
Net increase (decrease) in liquidation value | $ 16,600 | $ 8,800 | $ 17,100 | ||
Common Stock [Member] | |||||
Net Assets In Liquidation [Line Items] | |||||
Common stock, shares outstanding | 16,791,769 | 16,791,769 | |||
Stock Units [Member] | |||||
Net Assets In Liquidation [Line Items] | |||||
Liquidating distributions per unit | 60.51 |
Investment in Unconsolidated _3
Investment in Unconsolidated Joint Venture - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 18, 2017 | Jun. 01, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 30, 2013 |
SL Green Realty Corp. and RXR Realty LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 48.70% | ||||
Worldwide Plaza [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 50.10% | 48.90% | |||
Aggregate cost | $ 276,700 | $ 220,100 | |||
Agreed upon value | 1,300,000 | ||||
Notes payable | $ 1,254,081 | $ 1,238,794 | $ 875,000 | ||
Additional acquire percentage | 49.90% | ||||
Purchase obligation | $ 1,400,000 | ||||
Mortgage notes payable | $ 875,000 | ||||
Joint venture partner's right to maintain minimum ownership percentage | 1.20% | ||||
Debt refinance amount | $ 1,200,000 | ||||
Cash received from sale and excess proceeds from financing | 446,500 | ||||
Defeasance and prepayment costs | 108,300 | ||||
Reserved amount | $ 90,700 | ||||
Debt blended rate | 3.98% | ||||
Maturity date | 2027-11 | ||||
Property selling percentage | 100.00% | ||||
Option to purchase percentage of property | 100.00% | ||||
Property purchase option period | 45 days | ||||
Re-offer property selling percentage | 92.50% | ||||
Worldwide Plaza [Member] | SL Green Realty Corp. and RXR Realty LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Liquidation value of property | $ 1,725,000 | ||||
Liquidation Value [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Liquidation value of property | $ 1,650,000 | ||||
Liquidation Value [Member] | Worldwide Plaza [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 98.80% |
Investment in Unconsolidated _4
Investment in Unconsolidated Joint Venture (Detail) - Liquidation Value [Member] - Worldwide Plaza [Member] | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cravath, Swaine & Moore LLP [Member] | |||
Revenue, Major Customer [Line Items] | |||
Percentage of total annualized rental income | 48.00% | 47.00% | 46.00% |
Nomura Holdings America, Inc [Member] | |||
Revenue, Major Customer [Line Items] | |||
Percentage of total annualized rental income | 31.00% | 32.00% | 31.00% |
Investment in Unconsolidated _5
Investment in Unconsolidated Joint Venture - Consolidated Balance Sheet (Detail 1) - Worldwide Plaza [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 30, 2013 |
Schedule of Equity Method Investments [Line Items] | |||
Real estate assets, at cost | $ 839,789 | $ 829,168 | |
Less accumulated depreciation and amortization | (256,925) | (239,120) | |
Total real estate assets, net | 582,864 | 590,048 | |
Cash and cash equivalents | 36,084 | 45,477 | |
Other assets | 139,084 | 151,445 | |
Total Assets | 758,032 | 786,970 | |
Debt | 1,254,081 | 1,238,794 | $ 875,000 |
Other liabilities | 166,549 | 153,331 | |
Total Liabilities | 1,420,630 | 1,392,125 | |
Deficit | (662,598) | (605,155) | |
Total liabilities and deficit | $ 758,032 | $ 786,970 |
Investment in Unconsolidated _6
Investment in Unconsolidated Joint Venture - Condensed Income Statement (Detail 2) - Worldwide Plaza [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Rental income | $ 135,435 | $ 143,792 | $ 140,888 |
Operating expenses: | |||
Operating expenses | 65,396 | 62,976 | 61,205 |
Depreciation and amortization | 21,004 | 29,815 | 31,468 |
Total operating expenses | 86,400 | 92,791 | 92,673 |
Operating income | 49,035 | 51,001 | 48,215 |
Interest expense | (77,265) | (75,389) | (73,804) |
Net loss allocated to non-controlling interest | (35,621) | (25,791) | (23,717) |
Net income (loss) | $ 7,391 | $ 1,403 | $ (1,872) |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - Liquidation Value [Member] | Mar. 09, 2021$ / shares | Mar. 31, 2018 | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / shares |
Class of Stock [Line Items] | |||||
Reverse stock split description | 1-for-10 reverse stock split | ||||
Reverse Stock split ratio | 0.1 | ||||
Aggregate liquidating distributions per share | $ 0.70 | $ 1.01 | $ 28.10 | ||
Liquidating distributions per common share | $ 19.50 | ||||
Subsequent Event [Member] | |||||
Class of Stock [Line Items] | |||||
Liquidating distributions per common share | $ 0.18 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares outstanding | shares | 16,791,769 | 16,791,769 |
Related Party Transactions an_3
Related Party Transactions and Arrangements - Additional Information (Detail) - Liquidation Value [Member] - USD ($) | Oct. 30, 2020 | Jul. 31, 2020 | Mar. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Mar. 01, 2017 |
Related Party Transaction [Line Items] | |||||||||
Cost reimbursed as compensation | $ 467,000 | ||||||||
Asset Management Fees [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fees paid to related parties | $ 83,000 | ||||||||
Advisor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cost of assets maximum | $ 3,000,000,000 | ||||||||
Advisor [Member] | Post Liquidation Date Agreement Monthly Supplemental Fee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fees paid to related parties | $ 100,000 | ||||||||
Advisor [Member] | Post Liquidation Date Agreement Quarterly Supplemental Fee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fees paid to related parties | $ 50,000 | ||||||||
Advisor [Member] | Pre Liquidation Date Agreement Quarterly Supplemental Fee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fees paid to related parties | $ 25,000 | ||||||||
Service Provider and Affiliates [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Asset management fees as a percentage of benchmark | 0.325% | ||||||||
Cost of assets maximum | $ 3,000,000,000 | ||||||||
Asset management fees earned above | 0.25% | ||||||||
Incentive fee, percentage of excess of hurdle amount | 10.00% | ||||||||
Hurdle amount (in dollars per share) | $ 110 | ||||||||
Property management fees as a percentage of gross revenue | 1.75% | ||||||||
Winthrop Advisor and its Affiliates [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fees paid to related parties | 1,317,000 | $ 1,400,000 | $ 3,137,000 | ||||||
Asset management fees | |||||||||
Number of shares owned in affiliates | 132,774 | ||||||||
Winthrop Advisor and its Affiliates [Member] | Asset Management Fees [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fees paid to related parties | 1,317,000 | $ 1,400,000 | $ 2,628,000 | ||||||
Asset management fees | $ 1,200,000 |
Related Party Transactions an_4
Related Party Transactions and Arrangements - Schedule of Amount Incurred and Paid in Connection With Operation Related Services (Detail) - Liquidation Value [Member] - USD ($) | Oct. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Asset Management Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred | $ 83,000 | |||
Winthrop Advisor and its Affiliates [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred | $ 1,317,000 | $ 1,400,000 | $ 3,137,000 | |
Payable | ||||
Winthrop Advisor and its Affiliates [Member] | Asset Management Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred | 1,317,000 | 1,400,000 | 2,628,000 | |
Payable | 1,200,000 | |||
Winthrop Advisor and its Affiliates [Member] | Property Management Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred | 42,000 | |||
Payable | ||||
Winthrop Advisor and its Affiliates [Member] | Reimbursements [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred | $ 467,000 | |||
Payable |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - Director [Member] - Liquidation Value [Member] - Unvested Restricted Shares [Member] - Restricted Share Plan [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum percent of awards as a percent of total outstanding | 10.00% |
Vesting period | 3 years |
Vesting percentage | 33.30% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Restricted Share Award Activity (Detail) - Unvested Restricted Shares [Member] - Liquidation Value [Member] - Restricted Share Plan [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Restricted Shares, Beginning balance | 6,828 |
Number of Restricted Shares, Vested | (6,828) |
Number of Restricted Shares, Forfeited | |
Number of Restricted Shares, Ending balance | 0 |
Weighted-Average Issue Price, Beginning balance | $ / shares | $ 103.20 |
Weighted-Average Issue Price, Vested | $ / shares | 103.20 |
Weighted-Average Issue Price, Forfeited | $ / shares |