Document and Entity Information
Document and Entity Information | 3 Months Ended |
Sep. 30, 2020shares | |
Cover [Abstract] | |
Entity Registrant Name | Woodbridge Liquidation Trust |
Entity Central Index Key | 0001785494 |
Current Fiscal Year End Date | --06-30 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Shell Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Common Stock, Shares Outstanding | 0 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2020 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
Entity Address, State or Province | CA |
Consolidated Statements of Net
Consolidated Statements of Net Assets in Liquidation - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Real estate held for sale, net (Note 3): | ||
Single-family homes under development | $ 126,665 | $ 143,585 |
Real estate available for sale | 117,263 | 145,752 |
Subtotal | 243,928 | 289,337 |
Cash and cash equivalents | 83,229 | 86,073 |
Restricted cash (Note 4) | 6,046 | 5,358 |
Other assets (Note 5) | 3,680 | 4,183 |
Total assets | 336,883 | 384,951 |
Liabilities | ||
Accounts payable and accrued expenses | 481 | 615 |
Distributions payable | 3,060 | 2,368 |
Accrued liquidation costs (Note 6) | 93,619 | 117,451 |
Total liabilities | 97,160 | 120,434 |
Commitments and contingencies (Note 12) | ||
Net Assets in Liquidation | $ 239,723 | $ 264,517 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Net Assets in Liquidation - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Consolidated Statements of Changes in Net Assets in Liquidation [Abstract] | ||
Net Assets in Liquidation as of beginning of period | $ 264,517 | $ 329,971 |
Change in assets and liabilities (Note 7): | ||
Change in carrying value of assets and liabilities, net | 5,083 | 3,575 |
Distributions (declared) reversed, net | (29,877) | 36 |
Net change in assets and liabilities | (24,794) | 3,611 |
Net Assets in Liquidation as of end of period | $ 239,723 | $ 333,582 |
Formation and Description of Bu
Formation and Description of Business | 3 Months Ended |
Sep. 30, 2020 | |
Formation and Description of Business [Abstract] | |
Formation and Description of Business | 1) Formation and Description of Business Formation Woodbridge Liquidation Trust (Trust) was established (i) for the purpose of collecting, administering, distributing and liquidating the Trust assets for the benefit of the Trust beneficiaries in accordance with the Liquidation Trust Agreement and the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors dated August 22, 2018 (as amended, modified, supplemented or restated from time to time; the (Plan)); (ii) to resolve disputed claims asserted against the Debtors, as defined in the Plan; (iii) to litigate and/or settle causes of action (Causes of Action); and (iv) to pay certain allowed claims and statutory fees, as required by the Plan. Woodbridge Group of Companies, LLC and its affiliated debtors are individually referred to herein as a Debtor and collectively as the Debtors. The Trust was formed on February 15, 2019 (Plan Effective Date) as a statutory trust under Delaware law. On the Plan Effective Date, in accordance with the Plan, (a) the following assets automatically vested in the Trust: (i) an aggregate $5,000,000 in cash from the Debtors for the purpose of funding the Trust’s initial expenses of operation; (ii) certain claims and Causes of Action; (iii) all of the outstanding equity interests of the Wind-Down Entity (as defined below); and (iv) certain other non-real estate related assets, (b) the equity interests of Woodbridge Group of Companies, LLC and Woodbridge Mortgage Investment Fund 1, LLC (together, the Remaining Debtors) were cancelled and new equity interests representing all of the newly issued and outstanding equity interests in the Remaining Debtors were issued to the Trust, (c) all of the other Debtors other than the Remaining Debtors were dissolved and (d) the real estate-related assets of the Debtors were automatically vested in the Trust’s wholly-owned subsidiary, Woodbridge Wind-Down Entity LLC (Wind-Down Entity) or one of the Wind-Down Entity’s 43 wholly-owned single member LLCs (Wind-Down Subsidiaries) formed to own the respective real estate assets. The Trust, the Remaining Debtors, the Wind-Down Entity and the Wind-Down Subsidiaries are collectively referred to herein as the Company. On December 24, 2019, the Trust’s Registration Statement on Form 10 became effective under the Securities Exchange Act of 1934 (the Exchange Act). The trading symbol for the Trust’s Class A Liquidation Trust Interests (Class A Interests) is WBQNL. The Trust’s Class A Interests are quoted on the OTC Link ATS, the SEC-registered alternative trading system. The Class A Interests are eligible for the Depository Trust Company’s Direct Registration System (DRS) services. Description of Business The Trust is prosecuting various Causes of Action acquired by the Trust pursuant to the Plan and is resolving claims asserted against the Debtors. As of September 30, 2020, the Company is the plaintiff in several pending lawsuits. The Company is unable to estimate the amount of recovery, if any, related to these lawsuits. During the three months ended September 30, 2020 and 2019, the Company recorded approximately $6,580,000 and $355,000, respectively, from the settlement of Causes of Action. The Company has accrued an estimate of the amount of legal costs to be incurred to pursue this litigation, excluding contingent fees. As more fully discussed in Note 2, the Company’s consolidated financial statements do not include any estimate of future net recoveries from litigation and settlement, since the Company cannot reasonably estimate them. As of September 30, 2020, the Wind-Down Subsidiaries are constructing seven single-family homes, all except one are located in Los Angeles, California. The Wind-Down Subsidiaries also own real estate that is available for sale, including single-family homes and lots located in Los Angeles, California, secured loans (performing and non-performing) and other properties located in other states. The Company is required to liquidate its assets and distribute available cash to the Trust beneficiaries. The liquidation activities are carried out by the Trust, the Wind-Down Entity and the Wind-Down Subsidiaries. The Trust currently operates as one reportable segment comprised primarily of real estate assets held for sale. Net assets in liquidation represent the remaining estimated aggregate value available to Trust beneficiaries upon liquidation, with no discount for the timing of proceeds (undiscounted). Due to the unpredictability of real estate market values, the impact of the COVID-19 virus (see below), as well as the uncertainty in the timing of liquidation of the real estate and other assets, net liquidation proceeds, other recoveries and actual liquidation costs may differ materially from the estimated amounts. The Trust’s expectations about the amount of any additional distributions and when they will be paid are subject to risks and uncertainties and are based on certain estimates and assumptions, one or more of which may prove to be incorrect. As a result, the actual amount of any additional distributions may differ materially, perhaps in adverse ways, from the Trust estimates. Furthermore, it is not possible to predict the timing of any additional distributions and any such distributions may not be made within the timing referenced in the consolidated financial statements. No assurance can be given that total distributions will equal or exceed the estimate of net assets in liquidation presented in the consolidated statements of net assets in liquidation. As a result of the COVID-19 outbreak, three of the Wind-Down Subsidiaries’ construction sites were closed for about three months. The Company will continue to evaluate the impact of the COVID-19 outbreak on its activities, including the cost of construction, the timing of completion of the single-family homes that are under construction, the time needed to market and sell the single-family homes, and the price at which these single-family homes will be sold. The ultimate impact of the COVID-19 outbreak will depend on many factors, some of which cannot be foreseen, including the duration, severity, and geographic concentrations of the pandemic and any resurgence of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in the markets in which our real estate assets are located; the development and availability of COVID-19 infection and antibody testing, therapeutic agents and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to businesses and individuals; and changes in unemployment rates, consumer confidence and equity markets caused by COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2) Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), including the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the consolidated financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. These consolidated financial statements have been presented in accordance with Accounting Standards Codification (ASC) Subtopic 205-30, “Liquidation Basis of Accounting,” as amended by Accounting Standards Update (ASU) No. 2013-07, “Presentation of Financial Statements (Topic 205), Liquidation Basis of Accounting.” The June 30, 2020 consolidated statement of net assets in liquidation included herein was derived from the audited consolidated financial statements but does not include all disclosures or notes required by U.S. GAAP for complete financial statements. All material intercompany accounts and transactions have been eliminated. Use of Estimates U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and for the period then ended. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the carrying amounts of assets and liabilities are revised in the period that available information supports a change in the carrying amount. Liquidation Basis of Accounting Under the liquidation basis of accounting, all assets are recorded at their estimated net realizable value or liquidation value, which represents the estimated amount of net cash that will be received upon the disposition of the assets (on an undiscounted basis). The measurement of real estate assets held for sale is based on current contracts (if any), estimates and other indications of sales value, net of estimated selling costs. To determine the value of real estate assets held for sale, the Company considered the three traditional approaches to value (cost, income and sales comparison) commonly used by the real estate appraisal community. The applicability and relevancy of each valuation approach as applied may differ by asset. In most cases, the sales comparison approach was accorded the greatest weight. This approach compares a property to other properties with similar characteristics that have recently sold. To validate management’s estimate, the Company also considers opinions from qualified real estate professionals and local real estate brokers and, in some cases, obtained third party appraisals. The estimated selling costs range from 5.0% to 6.0%. Liabilities, including estimated costs associated with implementing and completing the Plan, are measured in accordance with U.S. GAAP that otherwise applies to those liabilities. The Company has also recorded the estimated development costs to be incurred to prepare the assets for sale as well as the estimated holding costs to be incurred until the projected sale date and the estimated general and administrative costs to be incurred until the completion of the liquidation of the Company. When estimating development costs, the Company considered third party construction contracts and estimates of costs to complete based on construction status, progress and projected completion timing. Estimated development costs also include the costs of design and furnishings necessary to prepare and stage the homes for marketing. Holding cost estimates consider property taxes, insurance, utilities, maintenance and other costs to be incurred until the sale of the property is closed. Projected general and administrative cost estimates take into account operating costs through the liquidation of the Company. These estimated amounts are presented in the accompanying consolidated statements of net assets in liquidation. All changes in the estimated liquidation value of the Company’s real estate held for sale, or other assets and liabilities are reflected as a change to the Company’s net assets in liquidation. The Company has not recorded any amount for future recoveries from Causes of Action, fair funds or forfeited assets in the accompanying consolidated financial statements since they cannot be reasonably estimated. The amount recovered may be material to the Company’s net assets in liquidation. On a quarterly basis, the Company reviews the estimated net realizable values and liquidation costs and records any significant changes. The Company will also revalue an asset when it is under contract for sale and the buyer’s contingencies have been removed. During the period when this occurs, the carrying value of the asset and the estimated closing and other costs will be adjusted, if necessary. If the Company has a change in its plan for the disposition of an asset, the carrying value will be adjusted to reflect this change in the period that the change is approved. The change in value may include the accrued liquidation costs related to the asset. Other Assets The Company recognizes recoveries from the settlement of Causes of Action when an agreement is executed and collectability is reasonably assured. An allowance for uncollectible settlement installment receivables is recorded when there is doubt about the collectability of the receivable. Insurance claims are recognized when the insurance company accepts the claim or if a claim is pending and the recoverable amount can be estimated. The Company records escrow receivables at the amount that is expected to be received when the escrow receivable is released. In addition, the Company recognizes other amounts to be received based on contractual terms or when the amounts to be received are certain. Accrued Liquidation Costs The Company accrues for estimated liquidation costs to the extent they are reasonably determinable. These costs consist of (a) estimated development costs of the single-family homes under development, other project related costs, architectural and engineering, project management, city fees, bond payments (net of refunds), furnishings, marketing and other costs; (b) estimated holding costs, including property taxes, insurance, maintenance, utilities and other; and (c) estimated general and administrative costs including payroll, legal and other professional fees, trustee and board fees, rent and other office related expenses, interest on financing and other general and administrative costs to operate the Company. Cash Equivalents The Company considers short-term investments that have a maturity date of ninety days or less at the time of investment to be a cash equivalent. The Company’s cash equivalents include money market savings deposits and money market funds. Restricted Cash Restricted cash includes cash that can only be used for certain specified purposes. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted cash. At times, balances in any one financial institution may exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. The Company mitigates this risk by depositing its cash, cash equivalents and restricted cash in high-credit quality financial institutions. In addition, the Company uses strategies to reduce deposit balances at any one financial institution consistent with FDIC insurance limits. Income Taxes The Trust is intended to be treated as a grantor trust for income tax purposes and, accordingly, is not subject to federal or state income tax on any income earned or gain recognized by the Trust. The Trust’s beneficiaries will be treated as the owner of a pro rata portion of each asset, including cash and each liability received by and held by the Trust, and each beneficiary will be required to report on his or her federal and state income tax return his or her pro rata share of taxable income, including gains and losses recognized by the Trust. Accordingly, there is no provision for federal or state income taxes recorded in the accompanying consolidated financial statements. The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in the consolidated financial statements when certain criteria regarding uncertain income tax positions have been met. The Company believes that its income tax positions would be more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provision for uncertain income tax positions has been recorded in the consolidated financial statements. |
Real Estate Assets Held for Sal
Real Estate Assets Held for Sale | 3 Months Ended |
Sep. 30, 2020 | |
Real Estate Assets Held for Sale [Abstract] | |
Real Estate Assets Held for Sale | 3) Real Estate Assets Held for Sale The Company’s real estate assets held for sale as of September 30, 2020, with comparative information as of June 30, 2020, are as follows ($ in thousands) (unaudited): September 30, 2020 June 30, 2020 Number of Assets Gross Value Closing and Other Costs Net Value Number of Assets Gross Value Closing and Other Costs Net Value Single-family homes under development 7 $ 134,750 $ (8,085 ) $ 126,665 8 $ 152,750 $ (9,165 ) $ 143,585 Real estate assets available for sale: Single-family homes 2 117,000 (6,570 ) 110,430 5 145,618 (7,907 ) 137,711 Lots 2 3,950 (276 ) 3,674 2 3,500 (193 ) 3,307 Secured loans 4 1,975 (86 ) 1,889 4 1,984 (86 ) 1,898 Other properties 4 1,337 (67 ) 1,270 13 3,018 (182 ) 2,836 Subtotal 12 124,262 (6,999 ) 117,263 24 154,120 (8,368 ) 145,752 Total 19 $ 259,012 $ (15,084 ) $ 243,928 32 $ 306,870 $ (17,533 ) $ 289,337 The single-family homes under development, except one, are located in the Los Angeles, California area. Of the real estate assets available for sale, all of the single-family homes are located in the Los Angeles, California area. The lots are located in Los Angeles, California. The loans are secured by properties located primarily in the Midwest and Eastern United States. The other properties are located primarily in the state of Hawaii and the Midwest United States. During the three months ended September 30, 2020, the Company sold four single-family homes and nine other properties for net proceeds of approximately $33,492,000. One of the single-family homes was under construction and the buyer assumed the remaining obligations to complete construction of approximately $11,253,000. During the three months ended September 30, 2019, the Company sold four single-family homes, ten lots, one other property and settled two secured loans for net proceeds of approximately $20,962,000. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Sep. 30, 2020 | |
Restricted Cash [Abstract] | |
Restricted Cash | 4) Restricted Cash The Company’s restricted cash as of September 30, 2020, with comparative information as of June 30, 2020, is as follows ($ in thousands) (unaudited): September 30, 2020 June 30, 2020 Distributions restricted by the Company related to unresolved claims, distributions for recently allowed claims, uncashed distribution checks, distributions withheld due to pending avoidance actions and distributions that the Trust is waiting for further beneficiary information $ 3,060 $ 2,372 Interest reserve (Note 8) 1,750 1,750 Fair funds, legally restricted for distribution 1,236 1,236 Total restricted cash $ 6,046 $ 5,358 |
Other Assets
Other Assets | 3 Months Ended |
Sep. 30, 2020 | |
Other Assets [Abstract] | |
Other Assets | 5) Other Assets The Company’s other assets as of September 30, 2020, with comparative information as of June 30, 2020, are as follows ($ in thousands) (unaudited): September 30, 2020 June 30, 2020 Insurance claim receivable $ 1,900 $ 1,900 Escrow receivables (1) 1,000 1,500 Settlement installment receivables, net 381 575 Other 399 208 Total other assets $ 3,680 $ 4,183 (1) Escrow holdbacks relating to one and two single-family homes that were sold at September 30, 2020 and June 30, 2020, respectively; amounts to be released upon completion of repairs and construction (see Note 13). The allowance for uncollectible settlement installment receivables was approximately $104,000 and $40,000 at September 30, 2020 and June 30, 2020, respectively. The Trust entered into a resolution agreement with the United States Department of Justice which provided that the Trust would receive the assets forfeited by, among others, Robert and Jeri Shapiro. The agreement provides for the release of specified forfeited assets by the United States Department of Justice to the Trust, and for the Trust to liquidate those assets and distribute the net sale proceeds to “Qualifying Victims,” which include the vast majority of Trust beneficiaries (specifically, all former holders of Class 3 and 5 claims and their permitted assigns), but do not include former holders of Class 4 claims. The Bankruptcy Court approved this settlement on September 17, 2020 and the District Court approved the settlement on October 1, 2020. |
Accrued Liquidation Costs
Accrued Liquidation Costs | 3 Months Ended |
Sep. 30, 2020 | |
Accrued Liquidation Costs [Abstract] | |
Accrued Liquidation Costs | 6) Accrued Liquidation Costs The following is a summary of the items included in accrued liquidation costs as of September 30, 2020, with comparative information as of June 30, 2020 ($ in thousands) (unaudited): September 30, 2020 June 30, 2020 Development costs: Construction costs $ 48,380 $ 67,204 Construction warranty 2,870 2,870 Indirect costs 1,257 1,407 Bond refunds (1,518 ) (1,562 ) Total development costs 50,989 69,919 Holding costs: Property tax 5,450 5,918 Insurance 2,050 2,125 Maintenance, utilities and other 1,207 1,518 Total holding costs 8,707 9,561 General and administrative costs: Legal and other professional fees 14,942 17,588 Payroll and payroll related 12,425 13,425 State, local and other taxes 2,098 2,118 Board fees and expenses 1,493 1,725 Marketing 755 765 Other 2,210 2,350 Total general and administrative costs 33,923 37,971 Total accrued liquidation costs $ 93,619 $ 117,451 |
Net Change In Assets and Liabil
Net Change In Assets and Liabilities | 3 Months Ended |
Sep. 30, 2020 | |
Net Change In Assets and Liabilities [Abstract] | |
Net Change In Assets and Liabilities | 7) Net Change In Assets and Liabilities The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended September 30, 2020 ($ in thousands) (unaudited): Cash Activities Remeasure- ment Total Real estate assets held for sale, net $ (33,492 ) $ (11,917 ) $ (45,409 ) Cash and cash equivalents 26,341 - 26,341 Restricted cash 688 - 688 Other assets (588 ) 85 (503 ) Total assets $ (7,051 ) $ (11,832 ) $ (18,883 ) Accounts payable and accrued liabilities $ (496 ) $ 362 $ (134 ) Accrued liquidation costs (12,689 ) (11,143 ) (23,832 ) Total liabilities $ (13,185 ) $ (10,781 ) $ (23,966 ) Change in carrying value of assets and liabilities, net $ 6,134 $ (1,051 ) $ 5,083 The following provides details of the distributions declared, net during the three months ended September 30, 2020 ($ in thousands) (unaudited): Distributions (declared) $ (29,969 ) Distributions reversed 92 Distributions (declared) reversed, net $ (29,877 ) The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended September 30, 2019 ($ in thousands) (unaudited): Cash Activities Remeasure- ment Total Real estate assets held for sale, net $ (19,228 ) $ 55 $ (19,173 ) Cash and cash equivalents 2,074 - 2,074 Restricted cash (121 ) - (121 ) Other assets (428 ) 606 178 Total assets $ (17,703 ) $ 661 $ (17,042 ) Accounts payable and accrued liabilities $ - $ 104 $ 104 Accrued liquidation costs (20,970 ) 249 (20,721 ) Total liabilities $ (20,970 ) $ 353 $ (20,617 ) Change in carrying value of assets and liabilities, net $ 3,267 $ 308 $ 3,575 The following provides details of the distributions reversed during the three months ended September 30, 2019 ($ in thousands) (unaudited): Distributions (declared) $ - Distributions reversed 36 Distributions (declared) reversed, net $ 36 |
Credit Agreements
Credit Agreements | 3 Months Ended |
Sep. 30, 2020 | |
Credit Agreements [Abstract] | |
Credit Agreements | 8) Credit Agreements Revolving Line of Credit On June 19, 2020, two wholly-owned subsidiaries of the Wind-Down Entity entered into a $25,000,000 revolving line of credit (LOC) with a financial institution. The LOC may be increased to up to $30,000,000 with the pledge of one or more additional properties and lender approval. The LOC matures on June 19, 2022 but may be extended for one additional year thereafter. The LOC required the borrowers to establish an interest reserve of $1,750,000 (Note 4), which is to be used to pay the potential monthly interest payments. Outstanding borrowings bear interest at a fixed rate of 3.50% per annum. Indebtedness under the LOC is secured by a deed of trust on one property, the personal property associated therewith and the interest reserve. The Wind-Down Entity is the guarantor of the LOC. The Company is required to keep a cash balance of $20,000,000 on deposit with the lender in order to avoid a non-compliance fee of 2% of the shortfall in the required deposit and is required to comply with various covenants. As of September 30, 2020, the Company was in compliance with the financial covenants of the LOC. No amounts were outstanding under the LOC as of September 30, 2020 or June 30, 2020. PPP Loan On April 20, 2020, the Wind-Down Entity obtained unsecured credit in the form of a loan under the federal government’s Paycheck Protection Program (PPP) in the amount of $324,700. The loan bears interest at a rate of 1.00% per annum. The loan matures on April 20, 2022. The Wind-Down Entity may apply for forgiveness of the amount due on the loan in an amount equal to the sum of the qualifying costs incurred by the Wind-Down Entity during the 8 or 24-week period beginning on the date of first disbursement of the loan (April 20, 2020). No payments are due on the loan until the date on which the amount of forgiveness is determined (Deferment Period). Beginning on the tenth day of the first month after the expiration of the Deferment Period, the then outstanding balance of the loan must be repaid in equal monthly payments of principal and interest, to be fully amortized over the remaining term of the loan. The Company expects to have 100% of the loan balance forgiven and therefore no amounts are accrued under the liquidation basis of accounting as of September 30, 2020. |
Beneficial Interests
Beneficial Interests | 3 Months Ended |
Sep. 30, 2020 | |
Beneficial Interests [Abstract] | |
Beneficial Interests | 9) Beneficial Interests The following table summarizes the Liquidation Trust Interests (rounded) for the three months ended September 30, 2020 and 2019 (unaudited): For the Three Months Ended September 30, 2020 2019 Liquidation Trust Interests Class A Class B Class A Class B Outstanding at beginning of period 11,518,232 675,558 11,433,623 655,261 Allowed claims 3,319 1,133 22,062 548 5% enhancement for certain allowed claims 166 56 433 5 Settlement of claims by reducing Liquidation Trust Interests (2,267 ) (435 ) (1,392 ) (389 ) Outstanding at end of period 11,519,450 676,312 11,454,726 655,425 At the Plan Effective Date, certain claims were disputed. As those disputed claims are resolved, additional Class A and (if applicable) Class B Interests are issued on account of allowed claims. No Class A or Class B Interests are issued on account of disallowed claims. The following table summarizes the Trust’s unresolved claims against the Debtors as they relate to Liquidation Trust Interests (rounded) for the three months ended September 30, 2020 and 2019 (unaudited): For the Three Months Ended September 30, 2020 2019 Liquidation Trust Interests Class A Class B Class A Class B Reserved for unresolved claims at beginning of period 193,559 7,118 482,734 34,697 Allowed claims (3,319 ) (1,133 ) (22,062 ) (548 ) 5% enhancement for certain allowed claims (16 ) - - - Disallowed claims (7,115 ) (342 ) (10,054 ) (2,202 ) Reserved for unresolved claims at end of period 183,109 5,643 450,618 31,947 |
Distributions
Distributions | 3 Months Ended |
Sep. 30, 2020 | |
Distributions [Abstract] | |
Distributions | 10) Distributions The Plan provides for a distribution waterfall that specifies the priority and manner of distribution of available cash. Distributions are to be made (a) to the Class A Interests until they have received distributions of $75.00 per Class A Interest; thereafter (b) to the Class B Interests until they have received distributions of $75.00 per Class B Interest; thereafter (c) to each Liquidation Trust Interest (whether a Class A or Class B Interest) until the aggregate of all distributions made pursuant to this clause equals an amount equivalent to interest, at a per annum fixed rate of 10%, compounded annually, accrued on the aggregate principal amount of all Net Note Claims, Allowed General Unsecured Claims and Net Unit Claims, all as defined, treating each distribution pursuant to (a) and (b) above as reductions of such principal amount; and thereafter (d) to the holders of Allowed Subordinated Claims, as defined, until such claims are paid in full, including interest, at a per annum fixed rate of 10% or such higher rate as may be agreed to, as provided for in the Plan, compounded annually, accrued on the principal amount of each Allowed Subordinated Claim, as defined. On July 13, 2020, a distribution in the amount of approximately $29,934,000 was declared which represented $2.56 per Class A Interest. The distribution included (i) a cash distribution on account of then-allowed claims in the amount of approximately $29,201,000, which was paid on July 16, 2020 and (ii) a deposit of approximately $733,000 into a restricted cash account, which was made on August 25, 2020, for amounts (a) payable for Class A Interests that may be issued in the future upon the allowance of unresolved claims; (b) in respect to recently allowed claims; (c) to holders of Class A Interests who failed to cash distribution checks mailed in respect of prior distributions; (d) that were withheld due to pending avoidance actions; and (e) in respect of which the Trust is waiting for further beneficiary information. During the three months ended September 30, 2020 and 2019, distributions of approximately $495,000 and $85,000, respectively, were paid from the restricted cash account to holders of Class A Interests as (a) claims were resolved, (b) claims were recently allowed, (c) addresses for holders of uncashed distribution checks were obtained, (d) pending avoidance actions were resolved and (e) further beneficiary information was received. During the three months ended September 30, 2020 and 2019, as a result of claims being disallowed approximately $749,000 and $0, respectively, were released from the restricted cash account and distributions payable were reduced by the same amount. During the three months ended September 30, 2020 and 2019, approximately $37,000 and $0, respectively, were received from the Company’s transfer agent and others relating to distribution checks that were returned or not cashed. These amounts were deposited into the restricted cash account and distributions payable were increased by the same amount. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11) Related Party Transactions Terry Goebel, a member of the Trust Supervisory Board, is president and a principal owner of G3 Group LA, a construction firm specializing in the development of high-end luxury residences. G3 Group LA is owned by Terry Goebel and his son Kelly Goebel. As of September 30, 2020, the Company was under contract with G3 Group LA for the development of one single-family home in Los Angeles, California. One additional construction contract was assumed by the buyer of a single-family home in November 2019. As of September 30, 2020 and June 30, 2020, the remaining amounts payable under these contracts were approximately $9,500,000 and $8,133,000, respectively. During the three months September 30, 2020 and 2019, approximately $2,234,000 and $4,231,000, respectively, were paid by the Company to G3 Group LA related to these contracts. The liquidation trustee of the Trust is entitled to receive 5% of the total gross amount recovered by the Trust from the pursuit of Trust claims and Causes of Action. During the three months ended September 30, 2020 and 2019, approximately $360,000 and $191,000 was accrued as amounts due to the liquidation trustee, respectively. As of September 30, 2020 and June 30, 2020, approximately $479,000 and $119,000, respectively, was payable to the liquidation trustee. These amounts are included in accounts payable and accrued liabilities in the accompanying consolidated statements of net assets in liquidation. During the three months ended September 30, 2020 and 2019, no amounts were paid to the liquidation trustee. In November 2019, the Trust entered into an arrangement with Akerman LLP, a law firm based in Miami, Florida of which the liquidation trustee is a partner, for the provision, at the option of the Trust on an as-needed basis, of e-discovery and related litigation support services in connection with the Trust’s prosecution of the Causes of Action. Under the arrangement, the Trust is charged for the services at scheduled rates per task which, depending on specific task, include flat rates, rates based on volume of data processed, rates based on the number of data users, the hourly rates of Akerman LLP personnel, or other rates. During the three months ended September 30, 2020, approximately $104,000 was paid related to these services and there are no outstanding payables as of September 30, 2020. The executive officers of the Wind-Down Entity are entitled to a discretionary bonus based on the Wind-Down Entity achieving certain specified cumulative amounts of distributions to the Trust. Based on the carrying amounts of the net assets in liquidation included in the accompanying consolidated statements of net assets in liquidation, approximately $3,840,000 were accrued as of September 30, 2020 and June 30, 2020 as the estimated amount of the bonus (including associated payroll taxes). This amount is included in the payroll and payroll related costs portion of accrued liquidation costs in the accompanying consolidated statement of net assets in liquidation. During the three months ended September 30, 2020 and 2019, no amounts were paid related to the bonuses. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 12) Commitments and Contingencies As of September 30, 2020, the Company had construction contracts under which approximately $25,100,000 was unpaid. The Company has a lease for its office space that expires on August 31, 2021. The Company has one three-month option to extend the lease. The amount of rent paid, including common area maintenance and parking charges, during the three months ended September 30, 2020 and 2019 was approximately $68,000 and $67,000, respectively. The Company is not presently the defendant in any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company. The Company is not aware of any environmental liabilities that it believes would have a material adverse effect on its net assets in liquidation. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13) Subsequent Events The Company evaluates subsequent events up until the date the unaudited consolidated financial statements are issued. On October 16, 2020, a distribution in the amount of approximately $29,957,000 was declared which represented $2.56 per Class A Interest. The distribution included (i) a cash distribution on account of then-allowed claims in the amount of approximately $29,204,000, which was paid on November 6, 2020 and (ii) a deposit of approximately $753,000 into a restricted cash account, which was made on November 3, 2020, for amounts (a) payable for Class A Interests that may be issued in the future upon the allowance of unresolved claims; (b) in respect to recently allowed claims; (c) to holders of Class A Interests who failed to cash distribution checks mailed in respect of prior distributions; (d) that were withheld due to pending avoidance actions; and (e) in respect of which the Trust is waiting for further beneficiary information. The following table summarizes the Liquidation Trust Interests during the period from September 30, 2020 through November 13, 2020 (audited): Liquidation Trust Interests Class A Class B Outstanding at September 30, 2020 11,519,450 676,312 Allowed during the period - - Settlement of claims by reducing Liquidation Trust Interests (3,792 ) - Outstanding at November 13, 2020 11,515,658 676,312 The following table summarizes unresolved claims against the Debtors as they relate to Liquidation Trust Interests (rounded) during the period from September 30, 2020 through November 13, 2020 (unaudited): Liquidation Trust Interests Class A Class B Outstanding at September 30, 2020 183,109 5,643 Allowed during the period - - Disallowed during the period (909 ) - Outstanding at November 13, 2020 182,200 5,643 During the period from October 1, 2020 through November 13, 2020, distributions of approximately $6,000 were paid from the restricted cash account. During the period from October 1, 2020 through November 13, 2020, as a result of claims being disallowed or settled, approximately $42,000 was released from the restricted cash account and distributions payable were reduced by the same amount. During the period from October 1, 2020 through November 13, 2020, approximately $102,000 was received from the Company’s transfer agent relating to distribution checks that were returned or not cashed. These amounts were deposited into the restricted cash account and distributions payable were increased by the same amount. During the period from October 1, 2020 through November 13, 2020, the Trust recorded approximately $259,000 from the settlement of Causes of Action. The Company recorded approximately $13,000 as the amount due to the liquidation trustee on account of such settlement. During the period from October 1, 2020 through November 13, 2020, the Company sold two lots and one other property and realized net proceeds of approximately $3,680,000. On October 27, 2020, the Company received approximately $764,000 from the escrow holdback relating to a sold single-family home. The Company also reduced construction costs payable for approximately $236,000 as these obligations were assumed by the buyer. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), including the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the consolidated financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. These consolidated financial statements have been presented in accordance with Accounting Standards Codification (ASC) Subtopic 205-30, “Liquidation Basis of Accounting,” as amended by Accounting Standards Update (ASU) No. 2013-07, “Presentation of Financial Statements (Topic 205), Liquidation Basis of Accounting.” The June 30, 2020 consolidated statement of net assets in liquidation included herein was derived from the audited consolidated financial statements but does not include all disclosures or notes required by U.S. GAAP for complete financial statements. |
Consolidation | All material intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and for the period then ended. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the carrying amounts of assets and liabilities are revised in the period that available information supports a change in the carrying amount. |
Liquidation Basis of Accounting | Liquidation Basis of Accounting Under the liquidation basis of accounting, all assets are recorded at their estimated net realizable value or liquidation value, which represents the estimated amount of net cash that will be received upon the disposition of the assets (on an undiscounted basis). The measurement of real estate assets held for sale is based on current contracts (if any), estimates and other indications of sales value, net of estimated selling costs. To determine the value of real estate assets held for sale, the Company considered the three traditional approaches to value (cost, income and sales comparison) commonly used by the real estate appraisal community. The applicability and relevancy of each valuation approach as applied may differ by asset. In most cases, the sales comparison approach was accorded the greatest weight. This approach compares a property to other properties with similar characteristics that have recently sold. To validate management’s estimate, the Company also considers opinions from qualified real estate professionals and local real estate brokers and, in some cases, obtained third party appraisals. The estimated selling costs range from 5.0% to 6.0%. Liabilities, including estimated costs associated with implementing and completing the Plan, are measured in accordance with U.S. GAAP that otherwise applies to those liabilities. The Company has also recorded the estimated development costs to be incurred to prepare the assets for sale as well as the estimated holding costs to be incurred until the projected sale date and the estimated general and administrative costs to be incurred until the completion of the liquidation of the Company. When estimating development costs, the Company considered third party construction contracts and estimates of costs to complete based on construction status, progress and projected completion timing. Estimated development costs also include the costs of design and furnishings necessary to prepare and stage the homes for marketing. Holding cost estimates consider property taxes, insurance, utilities, maintenance and other costs to be incurred until the sale of the property is closed. Projected general and administrative cost estimates take into account operating costs through the liquidation of the Company. These estimated amounts are presented in the accompanying consolidated statements of net assets in liquidation. All changes in the estimated liquidation value of the Company’s real estate held for sale, or other assets and liabilities are reflected as a change to the Company’s net assets in liquidation. The Company has not recorded any amount for future recoveries from Causes of Action, fair funds or forfeited assets in the accompanying consolidated financial statements since they cannot be reasonably estimated. The amount recovered may be material to the Company’s net assets in liquidation. On a quarterly basis, the Company reviews the estimated net realizable values and liquidation costs and records any significant changes. The Company will also revalue an asset when it is under contract for sale and the buyer’s contingencies have been removed. During the period when this occurs, the carrying value of the asset and the estimated closing and other costs will be adjusted, if necessary. If the Company has a change in its plan for the disposition of an asset, the carrying value will be adjusted to reflect this change in the period that the change is approved. The change in value may include the accrued liquidation costs related to the asset. |
Other Assets | Other Assets The Company recognizes recoveries from the settlement of Causes of Action when an agreement is executed and collectability is reasonably assured. An allowance for uncollectible settlement installment receivables is recorded when there is doubt about the collectability of the receivable. Insurance claims are recognized when the insurance company accepts the claim or if a claim is pending and the recoverable amount can be estimated. The Company records escrow receivables at the amount that is expected to be received when the escrow receivable is released. In addition, the Company recognizes other amounts to be received based on contractual terms or when the amounts to be received are certain. |
Accrued Liquidation Costs | Accrued Liquidation Costs The Company accrues for estimated liquidation costs to the extent they are reasonably determinable. These costs consist of (a) estimated development costs of the single-family homes under development, other project related costs, architectural and engineering, project management, city fees, bond payments (net of refunds), furnishings, marketing and other costs; (b) estimated holding costs, including property taxes, insurance, maintenance, utilities and other; and (c) estimated general and administrative costs including payroll, legal and other professional fees, trustee and board fees, rent and other office related expenses, interest on financing and other general and administrative costs to operate the Company. |
Cash Equivalents | Cash Equivalents The Company considers short-term investments that have a maturity date of ninety days or less at the time of investment to be a cash equivalent. The Company’s cash equivalents include money market savings deposits and money market funds. |
Restricted Cash | Restricted Cash Restricted cash includes cash that can only be used for certain specified purposes. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted cash. At times, balances in any one financial institution may exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. The Company mitigates this risk by depositing its cash, cash equivalents and restricted cash in high-credit quality financial institutions. In addition, the Company uses strategies to reduce deposit balances at any one financial institution consistent with FDIC insurance limits. |
Income Taxes | Income Taxes The Trust is intended to be treated as a grantor trust for income tax purposes and, accordingly, is not subject to federal or state income tax on any income earned or gain recognized by the Trust. The Trust’s beneficiaries will be treated as the owner of a pro rata portion of each asset, including cash and each liability received by and held by the Trust, and each beneficiary will be required to report on his or her federal and state income tax return his or her pro rata share of taxable income, including gains and losses recognized by the Trust. Accordingly, there is no provision for federal or state income taxes recorded in the accompanying consolidated financial statements. The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in the consolidated financial statements when certain criteria regarding uncertain income tax positions have been met. The Company believes that its income tax positions would be more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provision for uncertain income tax positions has been recorded in the consolidated financial statements. |
Real Estate Assets Held for S_2
Real Estate Assets Held for Sale (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Real Estate Assets Held for Sale [Abstract] | |
Real Estate Assets Held for Sale | The Company’s real estate assets held for sale as of September 30, 2020, with comparative information as of June 30, 2020, are as follows ($ in thousands) (unaudited): September 30, 2020 June 30, 2020 Number of Assets Gross Value Closing and Other Costs Net Value Number of Assets Gross Value Closing and Other Costs Net Value Single-family homes under development 7 $ 134,750 $ (8,085 ) $ 126,665 8 $ 152,750 $ (9,165 ) $ 143,585 Real estate assets available for sale: Single-family homes 2 117,000 (6,570 ) 110,430 5 145,618 (7,907 ) 137,711 Lots 2 3,950 (276 ) 3,674 2 3,500 (193 ) 3,307 Secured loans 4 1,975 (86 ) 1,889 4 1,984 (86 ) 1,898 Other properties 4 1,337 (67 ) 1,270 13 3,018 (182 ) 2,836 Subtotal 12 124,262 (6,999 ) 117,263 24 154,120 (8,368 ) 145,752 Total 19 $ 259,012 $ (15,084 ) $ 243,928 32 $ 306,870 $ (17,533 ) $ 289,337 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Restricted Cash [Abstract] | |
Restricted Cash | The Company’s restricted cash as of September 30, 2020, with comparative information as of June 30, 2020, is as follows ($ in thousands) (unaudited): September 30, 2020 June 30, 2020 Distributions restricted by the Company related to unresolved claims, distributions for recently allowed claims, uncashed distribution checks, distributions withheld due to pending avoidance actions and distributions that the Trust is waiting for further beneficiary information $ 3,060 $ 2,372 Interest reserve (Note 8) 1,750 1,750 Fair funds, legally restricted for distribution 1,236 1,236 Total restricted cash $ 6,046 $ 5,358 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Other Assets [Abstract] | |
Other Assets | The Company’s other assets as of September 30, 2020, with comparative information as of June 30, 2020, are as follows ($ in thousands) (unaudited): September 30, 2020 June 30, 2020 Insurance claim receivable $ 1,900 $ 1,900 Escrow receivables (1) 1,000 1,500 Settlement installment receivables, net 381 575 Other 399 208 Total other assets $ 3,680 $ 4,183 (1) Escrow holdbacks relating to one and two single-family homes that were sold at September 30, 2020 and June 30, 2020, respectively; amounts to be released upon completion of repairs and construction (see Note 13). |
Accrued Liquidation Costs (Tabl
Accrued Liquidation Costs (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Accrued Liquidation Costs [Abstract] | |
Summary of Accrued Liquidation Costs | The following is a summary of the items included in accrued liquidation costs as of September 30, 2020, with comparative information as of June 30, 2020 ($ in thousands) (unaudited): September 30, 2020 June 30, 2020 Development costs: Construction costs $ 48,380 $ 67,204 Construction warranty 2,870 2,870 Indirect costs 1,257 1,407 Bond refunds (1,518 ) (1,562 ) Total development costs 50,989 69,919 Holding costs: Property tax 5,450 5,918 Insurance 2,050 2,125 Maintenance, utilities and other 1,207 1,518 Total holding costs 8,707 9,561 General and administrative costs: Legal and other professional fees 14,942 17,588 Payroll and payroll related 12,425 13,425 State, local and other taxes 2,098 2,118 Board fees and expenses 1,493 1,725 Marketing 755 765 Other 2,210 2,350 Total general and administrative costs 33,923 37,971 Total accrued liquidation costs $ 93,619 $ 117,451 |
Net Change In Assets and Liab_2
Net Change In Assets and Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Net Change In Assets and Liabilities [Abstract] | |
Details of Net Change in Assets and Liabilities | The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended September 30, 2020 ($ in thousands) (unaudited): Cash Activities Remeasure- ment Total Real estate assets held for sale, net $ (33,492 ) $ (11,917 ) $ (45,409 ) Cash and cash equivalents 26,341 - 26,341 Restricted cash 688 - 688 Other assets (588 ) 85 (503 ) Total assets $ (7,051 ) $ (11,832 ) $ (18,883 ) Accounts payable and accrued liabilities $ (496 ) $ 362 $ (134 ) Accrued liquidation costs (12,689 ) (11,143 ) (23,832 ) Total liabilities $ (13,185 ) $ (10,781 ) $ (23,966 ) Change in carrying value of assets and liabilities, net $ 6,134 $ (1,051 ) $ 5,083 The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended September 30, 2019 ($ in thousands) (unaudited): Cash Activities Remeasure- ment Total Real estate assets held for sale, net $ (19,228 ) $ 55 $ (19,173 ) Cash and cash equivalents 2,074 - 2,074 Restricted cash (121 ) - (121 ) Other assets (428 ) 606 178 Total assets $ (17,703 ) $ 661 $ (17,042 ) Accounts payable and accrued liabilities $ - $ 104 $ 104 Accrued liquidation costs (20,970 ) 249 (20,721 ) Total liabilities $ (20,970 ) $ 353 $ (20,617 ) Change in carrying value of assets and liabilities, net $ 3,267 $ 308 $ 3,575 |
Distributions (Declared) Reversed, Net | The following provides details of the distributions declared, net during the three months ended September 30, 2020 ($ in thousands) (unaudited): Distributions (declared) $ (29,969 ) Distributions reversed 92 Distributions (declared) reversed, net $ (29,877 ) The following provides details of the distributions reversed during the three months ended September 30, 2019 ($ in thousands) (unaudited): Distributions (declared) $ - Distributions reversed 36 Distributions (declared) reversed, net $ 36 |
Beneficial Interests (Tables)
Beneficial Interests (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Beneficial Interests [Abstract] | |
Liquidation Trust Interests | The following table summarizes the Liquidation Trust Interests (rounded) for the three months ended September 30, 2020 and 2019 (unaudited): For the Three Months Ended September 30, 2020 2019 Liquidation Trust Interests Class A Class B Class A Class B Outstanding at beginning of period 11,518,232 675,558 11,433,623 655,261 Allowed claims 3,319 1,133 22,062 548 5% enhancement for certain allowed claims 166 56 433 5 Settlement of claims by reducing Liquidation Trust Interests (2,267 ) (435 ) (1,392 ) (389 ) Outstanding at end of period 11,519,450 676,312 11,454,726 655,425 |
Unresolved Claims Relating to Liquidation Trust Interests | The following table summarizes the Trust’s unresolved claims against the Debtors as they relate to Liquidation Trust Interests (rounded) for the three months ended September 30, 2020 and 2019 (unaudited): For the Three Months Ended September 30, 2020 2019 Liquidation Trust Interests Class A Class B Class A Class B Reserved for unresolved claims at beginning of period 193,559 7,118 482,734 34,697 Allowed claims (3,319 ) (1,133 ) (22,062 ) (548 ) 5% enhancement for certain allowed claims (16 ) - - - Disallowed claims (7,115 ) (342 ) (10,054 ) (2,202 ) Reserved for unresolved claims at end of period 183,109 5,643 450,618 31,947 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Liquidation Trust Interests Through Subsequent Period | The following table summarizes the Liquidation Trust Interests during the period from September 30, 2020 through November 13, 2020 (audited): Liquidation Trust Interests Class A Class B Outstanding at September 30, 2020 11,519,450 676,312 Allowed during the period - - Settlement of claims by reducing Liquidation Trust Interests (3,792 ) - Outstanding at November 13, 2020 11,515,658 676,312 |
Unresolved Claims Related to Liquidation Trust Interests Through Subsequent Period | The following table summarizes unresolved claims against the Debtors as they relate to Liquidation Trust Interests (rounded) during the period from September 30, 2020 through November 13, 2020 (unaudited): Liquidation Trust Interests Class A Class B Outstanding at September 30, 2020 183,109 5,643 Allowed during the period - - Disallowed during the period (909 ) - Outstanding at November 13, 2020 182,200 5,643 |
Formation and Description of _2
Formation and Description of Business (Details) | 3 Months Ended | ||
Sep. 30, 2020USD ($)HomeSegmentConstructionSite | Sep. 30, 2019USD ($) | Feb. 15, 2019USD ($)Subsidiary | |
Description of Business [Abstract] | |||
Cash received for funding initial expenses of operation | $ | $ 5,000,000 | ||
Number of wind-down subsidiaries | Subsidiary | 43 | ||
Settlement of causes of action | $ | $ 6,580,000 | $ 355,000 | |
Number of single family homes being constructed by wind-down subsidiaries | Home | 7 | ||
Number of reportable segments | Segment | 1 | ||
COVID-19 [Member] | |||
Description of Business [Abstract] | |||
Number of wind-down subsidiaries construction sites closed | ConstructionSite | 3 | ||
Other Locations [Member] | |||
Description of Business [Abstract] | |||
Number of single family homes being constructed by wind-down subsidiaries | Home | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Estimated Selling Costs [Member] | Sep. 30, 2020 |
Minimum [Member] | |
Liquidation Basis of Accounting [Abstract] | |
Real estate assets held for sale, measurement input | 0.050 |
Maximum [Member] | |
Liquidation Basis of Accounting [Abstract] | |
Real estate assets held for sale, measurement input | 0.060 |
Real Estate Assets Held for S_3
Real Estate Assets Held for Sale (Details) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2020USD ($)Asset | Sep. 30, 2019USD ($)AssetLoan | Jun. 30, 2020USD ($)Asset | |
Real Estate Investment Property, Net [Abstract] | |||
Number of Assets | Asset | 19 | 32 | |
Single family homes under development, net value | $ 126,665 | $ 143,585 | |
Real estate available for sale, net value | 117,263 | 145,752 | |
Real estate assets held for sale, gross value | 259,012 | 306,870 | |
Real estate assets held for sale, closing and other costs | (15,084) | (17,533) | |
Subtotal | 243,928 | $ 289,337 | |
Net proceeds from sale of real estate | $ 33,492,000 | ||
Single-Family Homes under Development [Member] | |||
Real Estate Investment Property, Net [Abstract] | |||
Number of Assets | Asset | 7 | 8 | |
Single family homes under development, gross value | $ 134,750 | $ 152,750 | |
Single family homes under development, closing and other costs | (8,085) | (9,165) | |
Single family homes under development, net value | $ 126,665 | $ 143,585 | |
Real Estate Available for Sale [Member] | |||
Real Estate Investment Property, Net [Abstract] | |||
Number of Assets | Asset | 12 | 24 | |
Real estate available for sale, gross value | $ 124,262 | $ 154,120 | |
Real estate available for sale, closing and other costs | (6,999) | (8,368) | |
Real estate available for sale, net value | $ 117,263 | $ 145,752 | |
Single Family Homes [Member] | |||
Real Estate Investment Property, Net [Abstract] | |||
Number of Assets | Asset | 2 | 5 | |
Real estate available for sale, gross value | $ 117,000 | $ 145,618 | |
Real estate available for sale, closing and other costs | (6,570) | (7,907) | |
Real estate available for sale, net value | $ 110,430 | $ 137,711 | |
Number of assets sold | Asset | 4 | 4 | |
Net proceeds from sale of real estate | $ 20,962,000 | ||
Number of loans settled | Loan | 2 | ||
Single Family Homes [Member] | Other Locations [Member] | |||
Real Estate Investment Property, Net [Abstract] | |||
Number of Assets | Asset | 1 | ||
Number of single family homes sold on obligation to complete | Asset | 1 | ||
Remaining obligation to complete construction | $ 11,253,000 | ||
Lots [Member] | |||
Real Estate Investment Property, Net [Abstract] | |||
Number of Assets | Asset | 2 | 2 | |
Real estate available for sale, gross value | $ 3,950 | $ 3,500 | |
Real estate available for sale, closing and other costs | (276) | (193) | |
Real estate available for sale, net value | $ 3,674 | $ 3,307 | |
Number of assets sold | Asset | 10 | ||
Secured Loans [Member] | |||
Real Estate Investment Property, Net [Abstract] | |||
Number of Assets | Asset | 4 | 4 | |
Real estate available for sale, gross value | $ 1,975 | $ 1,984 | |
Real estate available for sale, closing and other costs | (86) | (86) | |
Real estate available for sale, net value | $ 1,889 | $ 1,898 | |
Other Properties [Member] | |||
Real Estate Investment Property, Net [Abstract] | |||
Number of Assets | Asset | 4 | 13 | |
Real estate available for sale, gross value | $ 1,337 | $ 3,018 | |
Real estate available for sale, closing and other costs | (67) | (182) | |
Real estate available for sale, net value | $ 1,270 | $ 2,836 | |
Number of assets sold | Asset | 9 | 1 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Restricted Cash [Abstract] | ||
Distributions restricted by the Company related to unresolved claims, distributions for recently allowed claims, uncashed distribution checks, distributions withheld due to pending avoidance actions and distributions that the Trust is waiting for further beneficiary information | $ 3,060 | $ 2,372 |
Interest reserve (note 8) | 1,750 | 1,750 |
Fair funds, legally restricted for distribution | 1,236 | 1,236 |
Total restricted cash | $ 6,046 | $ 5,358 |
Other Assets (Details)
Other Assets (Details) $ in Thousands | Sep. 30, 2020USD ($)Property | Jun. 30, 2020USD ($)Property | |
Other Assets [Abstract] | |||
Insurance claim receivable | $ 1,900 | $ 1,900 | |
Escrow receivables | [1] | 1,000 | 1,500 |
Settlement installment receivables, net | 381 | 575 | |
Other | 399 | 208 | |
Total other assets | 3,680 | 4,183 | |
Allowance for uncollectible settlement installment receivables | $ 104 | $ 40 | |
Single Family Homes [Member] | |||
Other Assets [Abstract] | |||
Number of properties with escrow holdbacks | Property | 1 | 2 | |
[1] | Escrow holdbacks relating to one and two single-family homes that were sold at September 30, 2020 and June 30, 2020, respectively; amounts to be released upon completion of repairs and construction (see Note 13). |
Accrued Liquidation Costs (Deta
Accrued Liquidation Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Development costs [Abstract] | ||
Construction costs | $ 48,380 | $ 67,204 |
Construction warranty | 2,870 | 2,870 |
Indirect costs | 1,257 | 1,407 |
Bond refunds | (1,518) | (1,562) |
Total development costs | 50,989 | 69,919 |
Holding costs [Abstract] | ||
Property tax | 5,450 | 5,918 |
Insurance | 2,050 | 2,125 |
Maintenance, utilities and other | 1,207 | 1,518 |
Total holding costs | 8,707 | 9,561 |
General and administrative costs [Abstract] | ||
Legal and other professional fees | 14,942 | 17,588 |
Payroll and payroll related | 12,425 | 13,425 |
State, local and other taxes | 2,098 | 2,118 |
Board fees and expenses | 1,493 | 1,725 |
Marketing | 755 | 765 |
Other | 2,210 | 2,350 |
Total general and administrative costs | 33,923 | 37,971 |
Total accrued liquidation costs | $ 93,619 | $ 117,451 |
Net Change In Assets and Liab_3
Net Change In Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Changes in Carrying Value of Assets and Liabilities, Net [Abstract] | ||
Real estate assets held for sale, net | $ (45,409) | $ (19,173) |
Cash and cash equivalents | 26,341 | 2,074 |
Restricted cash | 688 | (121) |
Other assets | (503) | 178 |
Total assets | (18,883) | (17,042) |
Accounts payable and accrued expenses | (134) | 104 |
Accrued liquidation costs | (23,832) | (20,721) |
Total liabilities | (23,966) | (20,617) |
Change in carrying value of assets and liabilities, net | 5,083 | 3,575 |
Distributions (Declared) Reversed, Net [Abstract] | ||
Distributions (declared) | (29,969) | 0 |
Distributions reversed | 92 | 36 |
Distributions (declared) reversed, net | (29,877) | 36 |
Cash Activities [Member] | ||
Changes in Carrying Value of Assets and Liabilities, Net [Abstract] | ||
Real estate assets held for sale, net | (33,492) | (19,228) |
Cash and cash equivalents | 26,341 | 2,074 |
Restricted cash | 688 | (121) |
Other assets | (588) | (428) |
Total assets | (7,051) | (17,703) |
Accounts payable and accrued expenses | (496) | 0 |
Accrued liquidation costs | (12,689) | (20,970) |
Total liabilities | (13,185) | (20,970) |
Change in carrying value of assets and liabilities, net | 6,134 | 3,267 |
Remeasurement [Member] | ||
Changes in Carrying Value of Assets and Liabilities, Net [Abstract] | ||
Real estate assets held for sale, net | (11,917) | 55 |
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Other assets | 85 | 606 |
Total assets | (11,832) | 661 |
Accounts payable and accrued expenses | 362 | 104 |
Accrued liquidation costs | (11,143) | 249 |
Total liabilities | (10,781) | 353 |
Change in carrying value of assets and liabilities, net | $ (1,051) | $ 308 |
Credit Agreements (Details)
Credit Agreements (Details) | Jun. 19, 2020USD ($)Subsidiary | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Apr. 20, 2020USD ($) |
Line of Credit [Abstract] | ||||
Interest reserve | $ 1,750,000 | $ 1,750,000 | ||
Paycheck Protection Program Loans [Member] | ||||
Line of Credit [Abstract] | ||||
Percentage of loan balance expected to be forgiven | 100.00% | |||
Accrued loan balance | $ 0 | |||
New Revolving Credit Facility [Member] | ||||
Line of Credit [Abstract] | ||||
Number of wholly-owned subsidiaries | Subsidiary | 2 | |||
Line of credit outstanding | $ 25,000,000 | |||
Line of credit maximum borrowing capacity | $ 30,000,000 | |||
Line of credit maturity date | Jun. 19, 2022 | |||
Additional expiration period | 1 year | |||
Interest reserve | $ 1,750,000 | |||
Interest rate percentage | 3.50% | |||
Security deposit amount | $ 20,000,000 | |||
Percentage of non-compliance fee | 2.00% | |||
Revolving Line of Credit [Member] | ||||
Line of Credit [Abstract] | ||||
Line of credit outstanding | $ 0 | $ 0 | ||
Wind-Down Entity [Member] | Paycheck Protection Program Loans [Member] | ||||
Line of Credit [Abstract] | ||||
Interest rate percentage | 1.00% | |||
Face amount of debt | $ 324,700 | |||
Debt instrument maturity date | Apr. 20, 2022 |
Beneficial Interests (Details)
Beneficial Interests (Details) - shares | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Class A [Member] | ||
Liquidation Trust Interests [Abstract] | ||
Outstanding at beginning of period (in shares) | 11,518,232 | 11,433,623 |
Allowed claims (in shares) | 3,319 | 22,062 |
5% enhancement for certain allowed claims (in shares) | 166 | 433 |
Settlement of claims by reducing Liquidation Trust Interests (in shares) | (2,267) | (1,392) |
Outstanding at end of period (in shares) | 11,519,450 | 11,454,726 |
Percentage of enhancement for certain allowed claims | 5.00% | 5.00% |
Unresolved Claims Relating to Liquidation Trust Interests [Abstract] | ||
Reserved for unresolved claims at beginning of period (in shares) | 193,559 | 482,734 |
Allowed claims (in shares) | (3,319) | (22,062) |
5% enhancement for certain allowed claims (in shares) | (16) | 0 |
Disallowed claims (in shares) | (7,115) | (10,054) |
Reserved for unresolved claims at end of period (in shares) | 183,109 | 450,618 |
Percentage of enhancement for certain allowed claims | 5.00% | 5.00% |
Class B [Member] | ||
Liquidation Trust Interests [Abstract] | ||
Outstanding at beginning of period (in shares) | 675,558 | 655,261 |
Allowed claims (in shares) | 1,133 | 548 |
5% enhancement for certain allowed claims (in shares) | 56 | 5 |
Settlement of claims by reducing Liquidation Trust Interests (in shares) | (435) | (389) |
Outstanding at end of period (in shares) | 676,312 | 655,425 |
Percentage of enhancement for certain allowed claims | 5.00% | 5.00% |
Unresolved Claims Relating to Liquidation Trust Interests [Abstract] | ||
Reserved for unresolved claims at beginning of period (in shares) | 7,118 | 34,697 |
Allowed claims (in shares) | (1,133) | (548) |
5% enhancement for certain allowed claims (in shares) | 0 | 0 |
Disallowed claims (in shares) | (342) | (2,202) |
Reserved for unresolved claims at end of period (in shares) | 5,643 | 31,947 |
Percentage of enhancement for certain allowed claims | 5.00% | 5.00% |
Distributions (Details)
Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 16, 2020 | Jul. 13, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 25, 2020 |
Distributions [Abstract] | |||||
Distributions declared | $ 29,969 | $ 0 | |||
Disallowed claims, cash released from restricted cash account | 749 | 0 | |||
Amount received from distribution checks returned or not cashed | $ 37 | 0 | |||
All Net Note Claims [Member] | |||||
Distributions [Abstract] | |||||
Interest, fixed rate | 10.00% | ||||
Class A [Member] | |||||
Distributions [Abstract] | |||||
Preferential distributions payable per interest (in dollars per share) | $ 75 | ||||
Distributions declared | $ 29,934 | ||||
Distributions declared per interest (in dollars per share) | $ 2.56 | ||||
Initial distributions paid | $ 29,201 | $ 495 | $ 85 | ||
Deposit made into restricted cash account for distributions | $ 733 | ||||
Class B [Member] | |||||
Distributions [Abstract] | |||||
Preferential distributions payable per interest (in dollars per share) | $ 75 | ||||
Subordinated preferential distributions payable per interest (in dollars per share) | $ 75 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2019Contract | Sep. 30, 2020USD ($)Asset | Sep. 30, 2019USD ($) | Jun. 30, 2020USD ($) | |
Executive Officer [Member] | ||||
Related Parties Transactions [Abstract] | ||||
Accrued amount due to officers | $ 3,840 | $ 3,840 | ||
Payments for bonuses | $ 0 | $ 0 | ||
Liquidation Trustee [Member] | ||||
Related Parties Transactions [Abstract] | ||||
Percentage entitled to receive from total gross amount recovered | 5.00% | |||
Accrued amount due to related party | $ 360 | 191 | ||
Amount payable to related party | 479 | 119 | ||
Amount paid under contract | $ 0 | 0 | ||
G3 Group LA [Member] | Single Family Homes [Member] | ||||
Related Parties Transactions [Abstract] | ||||
Number of real estate assets under contract for development | Asset | 1 | |||
Number of construction contracts assumed by buyer | Contract | 1 | |||
Amount payable to related party | $ 9,500 | $ 8,133 | ||
Amount paid under contract | 2,234 | $ 4,231 | ||
Akerman LLP [Member] | ||||
Related Parties Transactions [Abstract] | ||||
Payments for legal services | 104 | |||
Amount paid under contract | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies [Abstract] | ||
Construction contracts unpaid | $ 25,100 | |
Option to extend lease | 3 months | |
Rent paid | $ 68 | $ 67 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 06, 2020USD ($) | Oct. 27, 2020USD ($) | Oct. 16, 2020USD ($)$ / shares | Jul. 16, 2020USD ($) | Jul. 13, 2020USD ($)$ / shares | Nov. 13, 2020USD ($)Assetshares | Sep. 30, 2020USD ($)Assetshares | Sep. 30, 2019USD ($)Assetshares | Nov. 03, 2020USD ($) | Aug. 25, 2020USD ($) | Jun. 30, 2020USD ($) |
Subsequent Event, Additional Information [Abstract] | |||||||||||
Distributions declared | $ | $ 29,969,000 | $ 0 | |||||||||
Disallowed claims, cash released from restricted cash account | $ | 749,000 | 0 | |||||||||
Amount received from distribution checks returned or not cashed | $ | 37,000 | 0 | |||||||||
Settlement of causes of action | $ | 6,580,000 | $ 355,000 | |||||||||
Proceeds from sale of assets | $ | 33,492,000,000 | ||||||||||
Construction costs | $ | $ 48,380,000 | $ 67,204,000 | |||||||||
Lots [Member] | |||||||||||
Subsequent Event, Additional Information [Abstract] | |||||||||||
Number of assets sold | Asset | 10 | ||||||||||
Other Properties [Member] | |||||||||||
Subsequent Event, Additional Information [Abstract] | |||||||||||
Number of assets sold | Asset | 9 | 1 | |||||||||
Single Family Homes [Member] | |||||||||||
Subsequent Event, Additional Information [Abstract] | |||||||||||
Number of assets sold | Asset | 4 | 4 | |||||||||
Proceeds from sale of assets | $ | $ 20,962,000,000 | ||||||||||
Class A [Member] | |||||||||||
Liquidation Trust Interests [Abstract] | |||||||||||
Outstanding at beginning of period (in shares) | 11,519,450 | 11,518,232 | 11,433,623 | ||||||||
Allowed during the period (in shares) | 3,319 | 22,062 | |||||||||
Settlement of claims by reducing Liquidation Trust Interests (in shares) | (2,267) | (1,392) | |||||||||
Outstanding at end of period (in shares) | 11,519,450 | 11,454,726 | |||||||||
Unresolved Claims, Liquidation Trust Interests [Abstract] | |||||||||||
Reserved for unresolved claims at beginning of period (in shares) | 183,109 | 193,559 | 482,734 | ||||||||
Allowed during the period (in shares) | 3,319 | 22,062 | |||||||||
Disallowed during the period (in shares) | 7,115 | 10,054 | |||||||||
Reserved for unresolved claims at end of period (in shares) | 183,109 | 450,618 | |||||||||
Subsequent Event, Additional Information [Abstract] | |||||||||||
Distributions declared | $ | $ 29,934,000 | ||||||||||
Distributions declared per interest (in dollars per share) | $ / shares | $ 2.56 | ||||||||||
Initial distributions paid | $ | $ 29,201,000 | $ 495,000 | $ 85,000 | ||||||||
Deposit made into restricted cash account for distributions | $ | $ 733,000 | ||||||||||
Class B [Member] | |||||||||||
Liquidation Trust Interests [Abstract] | |||||||||||
Outstanding at beginning of period (in shares) | 676,312 | 675,558 | 655,261 | ||||||||
Allowed during the period (in shares) | 1,133 | 548 | |||||||||
Settlement of claims by reducing Liquidation Trust Interests (in shares) | (435) | (389) | |||||||||
Outstanding at end of period (in shares) | 676,312 | 655,425 | |||||||||
Unresolved Claims, Liquidation Trust Interests [Abstract] | |||||||||||
Reserved for unresolved claims at beginning of period (in shares) | 5,643 | 7,118 | 34,697 | ||||||||
Allowed during the period (in shares) | 1,133 | 548 | |||||||||
Disallowed during the period (in shares) | 342 | 2,202 | |||||||||
Reserved for unresolved claims at end of period (in shares) | 5,643 | 31,947 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event, Additional Information [Abstract] | |||||||||||
Initial distributions paid | $ | $ 29,204,000 | ||||||||||
Deposit made into restricted cash account for distributions | $ | $ 753,000 | ||||||||||
Allowed claims, distributions paid from restricted cash account | $ | $ 6,000 | ||||||||||
Disallowed claims, cash released from restricted cash account | $ | 42,000 | ||||||||||
Reduction in distributions payable | $ | 42,000 | ||||||||||
Amount received from distribution checks returned or not cashed | $ | 102,000 | ||||||||||
Settlement of causes of action | $ | 259,000 | ||||||||||
Amount due to liquidation trustee | $ | 13,000 | ||||||||||
Proceeds from sale of assets | $ | $ 3,680,000 | ||||||||||
Construction costs | $ | $ 236,000 | ||||||||||
Subsequent Event [Member] | Lots [Member] | |||||||||||
Subsequent Event, Additional Information [Abstract] | |||||||||||
Number of assets sold | Asset | 2 | ||||||||||
Subsequent Event [Member] | Other Properties [Member] | |||||||||||
Subsequent Event, Additional Information [Abstract] | |||||||||||
Number of assets sold | Asset | 1 | ||||||||||
Subsequent Event [Member] | Single Family Homes [Member] | |||||||||||
Subsequent Event, Additional Information [Abstract] | |||||||||||
Proceeds from escrow holdback | $ | $ 764,000 | ||||||||||
Subsequent Event [Member] | Class A [Member] | |||||||||||
Liquidation Trust Interests [Abstract] | |||||||||||
Allowed during the period (in shares) | 0 | ||||||||||
Settlement of claims by reducing Liquidation Trust Interests (in shares) | (3,792) | ||||||||||
Outstanding at end of period (in shares) | 11,515,658 | ||||||||||
Unresolved Claims, Liquidation Trust Interests [Abstract] | |||||||||||
Allowed during the period (in shares) | 0 | ||||||||||
Disallowed during the period (in shares) | (909) | ||||||||||
Reserved for unresolved claims at end of period (in shares) | 182,200 | ||||||||||
Subsequent Event, Additional Information [Abstract] | |||||||||||
Distributions declared | $ | $ 29,957,000 | ||||||||||
Distributions declared per interest (in dollars per share) | $ / shares | $ 2.56 | ||||||||||
Subsequent Event [Member] | Class B [Member] | |||||||||||
Liquidation Trust Interests [Abstract] | |||||||||||
Allowed during the period (in shares) | 0 | ||||||||||
Settlement of claims by reducing Liquidation Trust Interests (in shares) | 0 | ||||||||||
Outstanding at end of period (in shares) | 676,312 | ||||||||||
Unresolved Claims, Liquidation Trust Interests [Abstract] | |||||||||||
Allowed during the period (in shares) | 0 | ||||||||||
Disallowed during the period (in shares) | 0 | ||||||||||
Reserved for unresolved claims at end of period (in shares) | 5,643 |