Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | NEW YORK REIT LIQUIDATING LLC | |
Entity Central Index Key | 0001474464 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 16,791,769 | |
Entity Address, State or Province | MA | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Address, Address Line One | 2 Liberty Square | |
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 |
Consolidated Statements of Net
Consolidated Statements of Net Assets - Liquidation Value [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Investment in unconsolidated joint venture | $ 226,805 | $ 230,092 |
Cash and cash equivalents | 7,385 | 7,722 |
Restricted cash held in escrow | 92,134 | 92,177 |
Accounts receivable | 60 | 60 |
Total Assets | 326,384 | 330,051 |
Liabilities | ||
Liability for estimated costs in excess of estimated receipts during liquidation | 2,332 | 2,342 |
Accounts payable, accrued expenses and other liabilities | 296 | 319 |
Total Liabilities | 2,628 | 2,661 |
Commitments and Contingencies | ||
Net assets in liquidation | $ 323,756 | $ 327,390 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Net Assets - Liquidation Value [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net assets in liquidation, beginning of period | $ 322,926 | $ 366,850 | $ 327,390 | $ 362,791 |
Changes in net assets in liquidation: | ||||
Changes in liquidation value of investment in unconsolidated joint venture | 3,535 | 4,213 | 7,669 | 13,169 |
Remeasurement of assets and liabilities | (522) | (559) | (1,900) | (2,098) |
Net changes in liquidation value | 3,013 | 3,654 | 5,769 | 11,071 |
Liquidating distributions to unitholders | (2,183) | (4,198) | (9,403) | (7,556) |
Changes in net assets in liquidation | 830 | (544) | (3,634) | 3,515 |
Net assets in liquidation, end of period | $ 323,756 | $ 366,306 | $ 323,756 | $ 366,306 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2021 | |
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 (the “Board”) 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 (see Note 2). The Liquidation Plan was approved at a special meeting of 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 on November 7, 2018. As of September 30, 2021, the Company’s only significant assets are a 50.1% equity interest in WWP Holdings LLC (“WWP”), which owns one property, known as Worldwide Plaza, aggregating 2.0 million rentable square feet, with an average occupancy of 94.6% and a $90.7 million cash reserve to be utilized for improvements at the property owned by WWP. The property consisted of office space, retail space and a garage representing 88%, 5% and 7%, respectively, of rentable square feet as of September 30, 2021. The Company has no employees. Since March 8, 2017, all advisory duties are administered by Winthrop REIT Advisors, LLC (the “Winthrop Advisor”). |
Liquidation Plan
Liquidation Plan | 9 Months Ended |
Sep. 30, 2021 | |
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 shares of common stock 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 shares of common stock 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 shares of common stock, 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. The Board of Managers is currently comprised of three members: Randolph C. Read, Craig T. Bouchard and Howard Goldberg. Representatives of two of the Company’s largest unitholders serve as board observers (“Observers”) to the Board of Managers in unpaid positions 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. 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 property-related 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 | 9 Months Ended |
Sep. 30, 2021 | |
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. Rent collections for retail and amenities tenants at Worldwide Plaza were impacted by the COVID-19 COVID-19 COVID-19 at September 30, 2021 . Subsequent to September 30, 2021, WWP received $2.8 million in outstanding rent payments, reducing the unpaid rent balance to $1.7 million. 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 for the remaining interest in Worldwide Plaza. For purposes of liquidation accounting, the Company’s estimate of net assets in liquidation assumes a sale of Worldwide Plaza at September 30, 2022. 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 the 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 September 30, 2022, 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 September 30, 2021 and December 31, 2020 are included in accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Net Assets. 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. Revenue Recognition Under the liquidation basis of accounting, the Company accrues all revenue that it expects to earn through the end of liquidation to the extent it has a reasonable basis for estimation. The Company has no revenues other than interest income. These amounts are classified within liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets. 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 cash flow 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 September 30, 2021 and December 31, 2020 is based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information and assumptions regarding capital expenditures. Restricted Cash At September 30, 2021 and December 31, 2020, 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 to the Pension Fund. Recent Accounting Pronouncements There are no new accounting pronouncements that are applicable or relevant to the Company under the liquidation basis of accounting. |
Liability for Estimated Costs i
Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation | Note 4 — 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 September 30, 2021 and December 31, 2020, the Company had accrued the following net expenses expected to be incurred during liquidation (in thousands): September 30, 2021 December 31, 2020 General and administrative expenses $ 2,332 $ 2,342 Liability for estimated costs in excess of estimated receipts during liquidation $ 2,332 $ 2,342 The change in the liability for estimated costs in excess of estimated receipts during liquidation for the nine months ended September 30, 2021 and 2020 are as follows (in thousands): January 1, 2021 Net Change Remeasurement September 30, 2021 Liabilities: General and administrative expenses $ (2,342 ) $ 1,910 $ (1,900 ) $ (2,332 ) Total liability for estimated costs in excess of estimated receipts during liquidation $ (2,342 ) $ 1,910 $ (1,900 ) $ (2,332 ) January 1, 2020 Net Change Remeasurement 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 ) (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 nine months ended September 30, 2021 and 2020. |
Net Assets in Liquidation
Net Assets in Liquidation | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Net Assets in Liquidation | Note 5 – Net Assets in Liquidation Net assets in liquidation increased by $0.8 million during the three months ended September 30, 2021 , Net assets in liquidation decreased by $3.6 million during the nine months ended September 30, 2021, primarily due to liquidating distributions to unitholders of $9.4 million and a $1.9 million net decrease due to a remeasurement of estimated costs. The decrease was offset in part by a net increase of $7.7 million in the estimated liquidation value of the Company’s investment in Worldwide Plaza related to the estimated distributions to be received from working capital at the property and property operations. Net assets in liquidation decreased by $0.5 million during the three months ended September 30, 2020, primarily due to a liquidating distribution to unitholders of $4.2 million and a $0.6 million net Net assets in liquidation increased by $3.5 million during the nine months ended September 30, 2020 , The increase was offset in part by liquidating distributions to unitholders of $7.6 million and a $2.1 million net decrease due to a remeasurement of estimated costs. The net assets in liquidation at September 30, 2021, presented on an undiscounted basis, include the Company’s proportionate share in Worldwide Plaza’s net assets which include a property value of $1.65 billion based on estimated cash flow projections utilizing appropriate discount and capitalization rates as well as available market information and assumptions regarding capital expenditures. There were 16,791,769 Units outstanding at September 30, 2021. The net assets in liquidation as of September 30, 2021, if sold at their net asset value, would result in liquidating distributions of approximately $19.28 per Unit. On November , 17 , November 10 |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 9 Months Ended |
Sep. 30, 2021 | |
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 Predecessor’s option to purchase 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 variable interest entity (“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 re-offer The following table lists the tenants whose annualized cash rent represented greater than 10% of total annualized cash rent for the nine months ended September 30, 2021 and 2020, including annualized cash rent related to the Company’s unconsolidated joint venture: September 30, Property Portfolio Tenant 2021 2020 Worldwide Plaza Cravath, Swaine & Moore, LLP 47.2 % 48.5 % Worldwide Plaza Nomura Holdings America, Inc. 30.0 % 30.7 % The termination, delinquency or non-renewal The amounts reflected in the following tables are based on the going concern basis financial information of Worldwide Plaza. Under liquidation accounting, equity investments are carried at net realizable value. The condensed balance sheets as of September 30, 2021 and December 31, 2020 for Worldwide Plaza are as follows: September 30, December 31, (In thousands) 2021 2020 Real estate assets, at cost $ 840,899 $ 839,789 Less accumulated depreciation and amortization (276,058 ) (256,925 ) Total real estate assets, net 564,841 582,864 Cash and cash equivalents 47,063 36,084 Other assets 125,106 139,084 Total assets $ 737,010 $ 758,032 Debt $ 1,266,872 $ 1,254,081 Other liabilities 175,518 166,549 Total liabilities 1,442,390 1,420,630 Deficit (705,380 ) (662,598 ) Total liabilities and deficit $ 737,010 $ 758,032 The condensed statements of operations for the three and nine months ended September 30, 2021 and 2020 for Worldwide Plaza are as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2021 2020 2021 2020 Rental income $ 38,587 $ 33,703 $ 110,857 $ 102,806 Operating expenses: Operating expenses 16,035 15,541 48,688 47,223 Depreciation and amortization 6,880 5,050 23,497 15,148 Total operating expenses 22,915 20,591 72,185 62,371 Operating income 15,672 13,112 38,672 40,435 Interest expense (19,881 ) (19,422 ) (59,011 ) (57,840 ) Net loss $ (4,209 ) $ (6,310 ) $ (20,339 ) $ (17,405 ) |
Common Equity
Common Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Equity | Note 7 — Common Equity The Company had 16,791,769 Units outstanding as of September 30, 2021 and December 31, 2020. The Company expects to make periodic liquidating distributions out of cash flow distributions received from Worldwide Plaza and proceeds from the ultimate sale of the Company’s interest in Worldwide Plaza, subject to satisfying its liabilities and obligations, in lieu of regular monthly dividends. Through September 30, 2021, the Company paid aggregate distributions equal to $61.07 per share/Unit. On November 2 , 10 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
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 property 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 | 9 Months Ended |
Sep. 30, 2021 | |
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 From the Liquidation Date through July 31, 2020, the Company paid to 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 Company are required to certify the financial and other information contained in the Company’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. In connection with the adoption of liquidation accounting, the Company accrues costs it expects to incur through the end of liquidation. As of September 30, 2021 and December 31, 2020, the Company has accrued asset management fees totaling $1.2 million payable to the 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 (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. The Company paid the Winthrop Advisor $300,000 and $317,000 for the three months ended September 30, 2021 and 2020, respectively and $900,000 and $1,017,000 for the nine months ended September 30, 2021 and 2020, respectively. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Economic Dependency | Note 10 — Economic Dependency The Company has engaged 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. In the event that Winthrop Advisor is unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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. Rent collections for retail and amenities tenants at Worldwide Plaza were impacted by the COVID-19 COVID-19 COVID-19 at September 30, 2021 . Subsequent to September 30, 2021, WWP received $2.8 million in outstanding rent payments, reducing the unpaid rent balance to $1.7 million. 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 for the remaining interest in Worldwide Plaza. For purposes of liquidation accounting, the Company’s estimate of net assets in liquidation assumes a sale of Worldwide Plaza at September 30, 2022. 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 the 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 September 30, 2022, 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 September 30, 2021 and December 31, 2020 are included in accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Net Assets. |
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. |
Revenue Recognition | Revenue Recognition Under the liquidation basis of accounting, the Company accrues all revenue that it expects to earn through the end of liquidation to the extent it has a reasonable basis for estimation. The Company has no revenues other than interest income. These amounts are classified within liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets. |
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. |
Restricted Cash | Restricted Cash At September 30, 2021 and December 31, 2020, 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 to the Pension Fund. |
Recent Accounting Pronouncement | Recent Accounting Pronouncements There are no new accounting pronouncements that are applicable or relevant to the Company under the liquidation basis of accounting. |
Liability for Estimated Costs_2
Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Summary of Accrued Revenues and Expenses Expected to Earned or Incurred During Liquidation | At September 30, 2021 and December 31, 2020, the Company had accrued the following net expenses expected to be incurred during liquidation (in thousands): September 30, 2021 December 31, 2020 General and administrative expenses $ 2,332 $ 2,342 Liability for estimated costs in excess of estimated receipts during liquidation $ 2,332 $ 2,342 |
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 for the nine months ended September 30, 2021 and 2020 are as follows (in thousands): January 1, 2021 Net Change Remeasurement September 30, 2021 Liabilities: General and administrative expenses $ (2,342 ) $ 1,910 $ (1,900 ) $ (2,332 ) Total liability for estimated costs in excess of estimated receipts during liquidation $ (2,342 ) $ 1,910 $ (1,900 ) $ (2,332 ) January 1, 2020 Net Change Remeasurement 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 ) (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 nine months ended September 30, 2021 and 2020. |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Venture (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 for the nine months ended September 30, 2021 and 2020, including annualized cash rent related to the Company’s unconsolidated joint venture: September 30, Property Portfolio Tenant 2021 2020 Worldwide Plaza Cravath, Swaine & Moore, LLP 47.2 % 48.5 % Worldwide Plaza Nomura Holdings America, Inc. 30.0 % 30.7 % |
Condensed Balance Sheet | The condensed balance sheets as of September 30, 2021 and December 31, 2020 for Worldwide Plaza are as follows: September 30, December 31, (In thousands) 2021 2020 Real estate assets, at cost $ 840,899 $ 839,789 Less accumulated depreciation and amortization (276,058 ) (256,925 ) Total real estate assets, net 564,841 582,864 Cash and cash equivalents 47,063 36,084 Other assets 125,106 139,084 Total assets $ 737,010 $ 758,032 Debt $ 1,266,872 $ 1,254,081 Other liabilities 175,518 166,549 Total liabilities 1,442,390 1,420,630 Deficit (705,380 ) (662,598 ) Total liabilities and deficit $ 737,010 $ 758,032 |
Condensed Income Statement | The condensed statements of operations for the three and nine months ended September 30, 2021 and 2020 for Worldwide Plaza are as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2021 2020 2021 2020 Rental income $ 38,587 $ 33,703 $ 110,857 $ 102,806 Operating expenses: Operating expenses 16,035 15,541 48,688 47,223 Depreciation and amortization 6,880 5,050 23,497 15,148 Total operating expenses 22,915 20,591 72,185 62,371 Operating income 15,672 13,112 38,672 40,435 Interest expense (19,881 ) (19,422 ) (59,011 ) (57,840 ) Net loss $ (4,209 ) $ (6,310 ) $ (20,339 ) $ (17,405 ) |
Organization - Additional Infor
Organization - Additional Information (Detail) - Liquidation Value [Member] - WWP Holdings Llc [Member] ft² in Millions, $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)ft²Investment | |
Organization [Line Items] | |
Area of investments | ft² | 2 |
Occupancy percentage | 94.60% |
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] | |
Organization [Line Items] | |
Concentration risk percent | 88.00% |
Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Retail Site [Member] | |
Organization [Line Items] | |
Concentration risk percent | 5.00% |
Supplier Concentration Risk [Member] | Composition of Real Estate Portfolio [Member] | Parking Garage [Member] | |
Organization [Line Items] | |
Concentration risk percent | 7.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
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 | 2.40% | ||
Rental Income Receivable | $ 4,500,000 | ||
Revenue from Rights Concentration Risk [Member] | Retail Site [Member] | Subsequent Event [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Proceeds from rent payments | $ 2,800,000 | ||
Rental Income Receivable | $ 1,700,000 | ||
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 | $ 265,000 | ||
Writeoff Amount Of Rental Income | 477,000 | ||
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Liquidation Basis Of Accounting [Line Items] | ||
General and administrative expenses | $ 2,332 | $ 2,342 |
Liability for estimated costs in excess of estimated receipts during liquidation | $ 2,332 | $ 2,342 |
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 | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Business Acquisition [Line Items] | |||||
Net assets in liquidation, beginning of period | $ 322,926 | $ 366,850 | $ 327,390 | $ 362,791 | |
Net Change in Working Capital | [1] | 1,910 | 2,156 | ||
Remeasurement of assets and liabilities | (522) | (559) | (1,900) | (2,098) | |
Net assets in liquidation, end of period | 323,756 | 366,306 | 323,756 | 366,306 | |
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||||
Business Acquisition [Line Items] | |||||
Net assets in liquidation, beginning of period | (2,342) | (2,348) | |||
Net assets in liquidation, end of period | (2,332) | (2,290) | (2,332) | (2,290) | |
General And Administrative Expenses [Member] | |||||
Business Acquisition [Line Items] | |||||
Total liability for estimated costs, beginning balance | (2,342) | (2,348) | |||
Net Change in Working Capital | [1] | 1,910 | 2,156 | ||
Remeasurement of assets and liabilities | (1,900) | (2,098) | |||
Total liability for estimated costs, ending balance | $ (2,332) | $ (2,290) | $ (2,332) | $ (2,290) | |
[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 nine months ended September 30, 2021 and 2020. |
Net Assets in Liquidation - Add
Net Assets in Liquidation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 10, 2021 | Nov. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Subsequent Event [Member] | ||||||||||
Net Assets In Liquidation [Line Items] | ||||||||||
Liquidating distributions per common share | $ 0.19 | |||||||||
Liquidating distribution declared date | Nov. 30, 2021 | |||||||||
Liquidation Value [Member] | ||||||||||
Net Assets In Liquidation [Line Items] | ||||||||||
Liquidation value of property | $ 1,650,000 | $ 1,650,000 | ||||||||
Increase (decrease) in net assets subject to liquidation | (800) | $ (500) | 3,600 | $ 3,500 | ||||||
Net increase (decrease) in liquidation value | $ (3,013) | (3,654) | (5,769) | (11,071) | ||||||
Liquidating distributions per common share | $ 19.28 | |||||||||
Net assets in liquidation | $ 323,756 | 366,306 | 323,756 | 366,306 | $ 322,926 | $ 327,390 | $ 366,850 | $ 362,791 | ||
Liquidating distributions to unit holders | $ 1,025,000 | |||||||||
Liquidating distributions per unit | $ 80.35 | |||||||||
Liquidation Value [Member] | Subsequent Event [Member] | ||||||||||
Net Assets In Liquidation [Line Items] | ||||||||||
Estimated future liquidating distributions per common share | $ 19.09 | |||||||||
Liquidation Value [Member] | Viceroy Management Agreement [Member] | ||||||||||
Net Assets In Liquidation [Line Items] | ||||||||||
Net increase (decrease) in liquidation value | $ 2,200 | (4,200) | 9,400 | 7,600 | ||||||
Liquidation Value [Member] | Remeasurement [Member] | ||||||||||
Net Assets In Liquidation [Line Items] | ||||||||||
Net increase (decrease) in liquidation value | (500) | (600) | (1,900) | 2,100 | ||||||
Liquidation Value [Member] | Worldwide Plaza [Member] | ||||||||||
Net Assets In Liquidation [Line Items] | ||||||||||
Net increase (decrease) in liquidation value | $ 3,500 | $ 4,200 | $ (7,700) | $ 13,200 | ||||||
Common Stock [Member] | Liquidation Value [Member] | ||||||||||
Net Assets In Liquidation [Line Items] | ||||||||||
Common stock, shares outstanding | 16,791,769 | 16,791,769 | 16,791,769 | |||||||
Stock Units [Member] | Liquidation Value [Member] | ||||||||||
Net Assets In Liquidation [Line Items] | ||||||||||
Liquidating distributions per unit | $ 61.07 |
Investment in Unconsolidated _3
Investment in Unconsolidated Joint Venture - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 18, 2017 | Jun. 01, 2017 | Sep. 30, 2021 | Dec. 31, 2020 | 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 | $ 1,266,872 | $ 1,254,081 | $ 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] | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cravath, Swaine & Moore LLP [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total annualized rental income | 47.20% | 48.50% |
Nomura Holdings America, Inc [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total annualized rental income | 30.00% | 30.70% |
Investment in Unconsolidated _5
Investment in Unconsolidated Joint Venture - Consolidated Balance Sheet (Detail 1) - Worldwide Plaza [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 30, 2013 |
Schedule of Equity Method Investments [Line Items] | |||
Real estate assets, at cost | $ 840,899 | $ 839,789 | |
Less accumulated depreciation and amortization | (276,058) | (256,925) | |
Total real estate assets, net | 564,841 | 582,864 | |
Cash and cash equivalents | 47,063 | 36,084 | |
Other assets | 125,106 | 139,084 | |
Total Assets | 737,010 | 758,032 | |
Debt | 1,266,872 | 1,254,081 | $ 875,000 |
Other liabilities | 175,518 | 166,549 | |
Total Liabilities | 1,442,390 | 1,420,630 | |
Deficit | (705,380) | (662,598) | |
Total liabilities and deficit | $ 737,010 | $ 758,032 |
Investment in Unconsolidated _6
Investment in Unconsolidated Joint Venture - Condensed Income Statement (Detail 2) - Worldwide Plaza [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Rental income | $ 38,587 | $ 33,703 | $ 110,857 | $ 102,806 |
Operating expenses: | ||||
Operating expenses | 16,035 | 15,541 | 48,688 | 47,223 |
Depreciation and amortization | 6,880 | 5,050 | 23,497 | 15,148 |
Total operating expenses | 22,915 | 20,591 | 72,185 | 62,371 |
Operating income | 15,672 | 13,112 | 38,672 | 40,435 |
Interest expense | (19,881) | (19,422) | (59,011) | (57,840) |
Net loss | $ (4,209) | $ (6,310) | $ (20,339) | $ (17,405) |
Common Equity - Additional Info
Common Equity - Additional Information (Detail) - Liquidation Value [Member] - $ / shares | Nov. 02, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Aggregate liquidating distributions per share | $ 61.07 | ||
Subsequent Event [Member] | |||
Class of Stock [Line Items] | |||
Cash liquidating distribution per share | $ 0.19 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 16,791,769 | 16,791,769 |
Related Party Transactions an_2
Related Party Transactions and Arrangements - Additional Information (Detail) - USD ($) | Oct. 30, 2020 | Jul. 31, 2020 | Mar. 31, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Winthrop Advisor and its Affiliates [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees paid to related parties | $ 300,000 | $ 317,000 | $ 900,000 | $ 1,017,000 | ||||
Liquidation Value [Member] | Asset Management Fees [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees paid to related parties | $ 83,000 | |||||||
Liquidation Value [Member] | Advisor [Member] | Post Liquidation Date Agreement Monthly Supplemental Fee [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees paid to related parties | $ 100,000 | |||||||
Liquidation Value [Member] | Advisor [Member] | Post Liquidation Date Agreement Quarterly Supplemental Fee [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees paid to related parties | $ 50,000 | |||||||
Liquidation Value [Member] | Service Provider and Affiliates [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Incentive fee, percentage of excess of hurdle amount | 10.00% | |||||||
Hurdle amount (in dollars per share) | $ 110 | |||||||
Liquidation Value [Member] | Winthrop Advisor and its Affiliates [Member] | Asset Management Fees [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Asset management fees | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 |