QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification No. | |
Address of Principal Executive Offices |
Zip Code |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
N/A |
N/A |
N/A |
Large accelerated filer | ☐ | ☒ | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||
Emerging growth company |
* | New York REIT Liquidating LLC is the successor in interest to New York REIT, Inc. and files reports under the Commission file number for New York REIT, Inc. |
PART I – FINANCIAL INFORMATION |
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PART II – OTHER INFORMATION |
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September 30, 2021 |
December 31, 2020 |
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Assets |
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Investment in unconsolidated joint venture |
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Total Assets |
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Liabilities |
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Liability for estimated costs in excess of estimated receipts during liquidation |
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Accounts payable, accrued expenses and other liabilities |
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Total Liabilities |
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Commitments and Contingencies |
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Net assets in liquidation |
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September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||||||
Net assets in liquidation, beginning of period |
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Changes in net assets in liquidation: |
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Changes in liquidation value of investment in unconsolidated joint venture |
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Remeasurement of assets and liabilities |
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Net changes in liquidation value |
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Liquidating distributions to unitholders |
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Changes in net assets in liquidation |
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Net assets in liquidation, end of period |
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September 30, 2021 |
December 31, 2020 |
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General and administrative expenses |
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Liability for estimated costs in excess of estimated receipts during liquidation |
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January 1, 2021 |
Net Change in Working Capital (1) |
Remeasurement of Assets and Liabilities |
September 30, 2021 |
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Liabilities: |
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General and administrative expenses |
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Total liability for estimated costs in excess of estimated receipts during liquidation |
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January 1, 2020 |
Net Change in Working Capital (1) |
Remeasurement of Assets and Liabilities |
September 30, 2020 |
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Liabilities: |
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General and administrative expenses |
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Total liability for estimated costs in excess of estimated receipts during liquidation |
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(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. |
September 30, |
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Property Portfolio |
Tenant |
2021 |
2020 |
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Worldwide Plaza |
Cravath, Swaine & Moore, LLP |
% |
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Worldwide Plaza |
Nomura Holdings America, Inc. |
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September 30, |
December 31, |
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(In thousands) |
2021 |
2020 |
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Real estate assets, at cost |
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Less accumulated depreciation and amortization |
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Total real estate assets, net |
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Cash and cash equivalents |
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Other assets |
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Total assets |
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Debt |
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Other liabilities |
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Total liabilities |
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Deficit |
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Total liabilities and deficit |
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Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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(In thousands) |
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2020 |
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Rental income |
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Operating expenses: |
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Operating expenses |
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Depreciation and amortization |
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Total operating expenses |
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Interest expense |
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Net loss |
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• | $11.0 million distributions in respect of our interest in Worldwide Plaza. |
• | $9.4 million for liquidating distributions to unitholders. |
• | $9.6 million distributions in respect to our interest in Worldwide Plaza. |
• | $7.6 million for liquidating distributions to unitholders. |
Exhibit No. |
Description | |
31.1* | Certification of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
* | Filed herewith |
NEW YORK REIT LIQUIDATING LLC | ||
By: | /s/ John Garilli | |
John Garilli | ||
Chief Executive Officer, President, Chief Financial Officer, | ||
Treasurer and Secretary (Principal Executive Officer, | ||
Principal Financial Officer and Principal Accounting Officer)Principal Financial Officer and Principal Accounting Officer) |
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, John Garilli, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of New York REIT Liquidating LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the sole certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. As the sole certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Dated this 4th day of November, 2021 | By: | /s/ John Garilli | ||||
John Garilli | ||||||
Chief Executive Officer, President, Chief Financial Officer, | ||||||
Treasurer and Secretary (Principal Executive Officer, | ||||||
Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
SECTION 1350 CERTIFICATIONS
This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
The undersigned, who is the Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary of New York REIT Liquidating LLC (the Company), hereby certifies as follows:
The Quarterly Report on Form 10-Q of the Company which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, and all information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated this 4th day of November, 2021 | By: | /s/ John Garilli | ||||
John Garilli | ||||||
Chief Executive Officer, President, Chief Financial Officer, | ||||||
Treasurer and Secretary (Principal Executive Officer, | ||||||
Principal Financial Officer and Principal Accounting Officer) |
Cover Page - shares |
9 Months Ended | |
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Sep. 30, 2021 |
Nov. 01, 2021 |
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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 Assets - Liquidation Value [Member] - USD ($) $ in Thousands |
Sep. 30, 2021 |
Dec. 31, 2020 |
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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 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 |
9 Months Ended |
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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 |
9 Months Ended |
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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 Accounting Policies |
9 Months Ended |
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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 pandemic during the nine months ended September 30, 2021 and the year ended December 31, 2020. It is still uncertain as to the extent of the impact of the COVID-19 pandemic and government protections thereto on rent collections at the property for future quarters. As of September 30, 2021, WWP continues to collect 100% of the office rents that are due at Worldwide Plaza. With respect to the retail and amenities tenants of the property, approximately $4.5 million of base rents remain unpaid as of September 30, 2021 as those tenants are seeking rent concessions as a result of the COVID-19 pandemic. The unpaid rentsat September 30, 2021 represent approximately 2.4% of total rents due at the property since April 1, 2020. Negotiations with those tenants are ongoing. Subsequent to September 30, 2021, WWP received $2.8 million in outstanding rent payments, reducing the unpaid rent balance to $1.7 million. At this time, we anticipate that a majority of rent concessions will be in the form of a rent deferral and not rent forgiveness, resulting in a delay in collections and not a reduction in collections. WWP does not plan to forgo any of its contractual rights under its lease agreements in connection with any relief requests. As of the date of this filing, WWP has forgiven approximately $265,000 of base rents for current tenants and has written off approximately $477,000 of base rents related to surrendered space. To date, the impact of the COVID-19 pandemic has not been material to the Company, however, it is not possible to estimate the future impact of the pandemic at this time. 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 in Excess of Estimated Receipts During Liquidation |
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Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation | Note 4 — Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the plan of liquidation. The Company currently estimates that it will have costs in excess of estimated receipts during the liquidation. These amounts can vary significantly due to, among other things, the timing and estimates for operating expenses, interest earned on reserves and the costs associated with the winding down of operations. These costs are estimated and are anticipated to be paid out over the liquidation period. At September 30, 2021 and December 31, 2020, the Company had accrued the following net expenses expected to be incurred during liquidation (in thousands):
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):
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Net Assets in Liquidation |
9 Months Ended |
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Sep. 30, 2021 | |
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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 , primarily due to a net increase of $3.5 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. The increase was offset in part by a liquidation distribution to unitholders of $2.2 million and a $0.5 million net decrease due to a remeasurement of estimated costs. 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 decrease due to a remeasurement of estimated costs. The decrease was offset in part by a net increase of $4.2 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 increased by $3.5 million during the nine months ended September 30, 2020 , primarily due to a net increase of $13.2 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.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 2 , 2021, the Board of Managers declared a cash liquidating distribution of $0.1917 , November 2021, reducing the estimate of future liquidating distributions to $19.09 per Unit. The net assets in liquidation as of September 30, 2021 of $323.8 million, if sold at their net asset value, plus the cumulative liquidating distribution paid to unitholders of $1.025 billion ($61.07 per Unit) prior to September 30, 2021 would result in cumulative liquidating distributions to unitholders of $80.35 per Unit. There is inherent uncertainty with these projections, and they could change materially based on the timing of the sale of the Company’s remaining investment, the performance of the underlying asset and any changes in the underlying assumptions of the projected cash flows. 10 , |
Investment in Unconsolidated Joint Venture |
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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 period, that tenant does not accept the offer, Worldwide Plaza may then sell the property to a third party, provided that Worldwide Plaza will be required to re-offer the property to that tenant if it desires to sell the property for a purchase price (and other economic consideration) less than 92.5% of the initial purchase price contained in the offer to that tenant. 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:
The termination, delinquency or non-renewal of any of the above tenants may have a material adverse effect on the Company’s operations. The lease with Cravath, Swaine & Moore expires in August 2024 and the tenant has informed Worldwide Plaza that they do not intend to enter into a new lease upon expiration of the existing lease. 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:
The condensed statements of operations for the three and nine months ended September 30, 2021 and 2020 for Worldwide Plaza are as follows:
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Common Equity |
9 Months Ended |
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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 , 2021, the Company declared a cash liquidating distribution of $0.19 per Unit payable to unitholders of record as of November10 , |
Commitments and Contingencies |
9 Months Ended |
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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, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the consolidated results of operations. |
Related Party Transactions and Arrangements |
9 Months Ended |
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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 renewal periods on the expiration of any renewal term, unless terminated by a majority of the Board of Managers or the Winthrop Advisor, upon written notice 45 days before the expiration of any renewal term and will automatically terminate at the effective time of the final disposition of the assets held by the Company. The Advisory Agreement may be terminated upon 15 days written notice by a majority of the Board of Managers if the Company’s chief executive officer resigns or is otherwise unavailable to serve as the Company’s chief executive officer for any reason and the Winthrop Advisor has not proposed a new chief executive officer acceptable to a majority of the Board of Managers. On July 12, 2018, the Company’s independent directors voted unanimously to appoint John Garilli as Chief Executive Officer upon the resignation of Wendy Silverstein from the position and accordingly did not exercise the Company’s right to terminate the Advisory Agreement. 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 |
9 Months Ended |
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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 |
9 Months Ended |
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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 and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except as disclosed in Notes |
Summary of Significant Accounting Policies (Policies) |
9 Months Ended |
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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 pandemic during the nine months ended September 30, 2021 and the year ended December 31, 2020. It is still uncertain as to the extent of the impact of the COVID-19 pandemic and government protections thereto on rent collections at the property for future quarters. As of September 30, 2021, WWP continues to collect 100% of the office rents that are due at Worldwide Plaza. With respect to the retail and amenities tenants of the property, approximately $4.5 million of base rents remain unpaid as of September 30, 2021 as those tenants are seeking rent concessions as a result of the COVID-19 pandemic. The unpaid rentsat September 30, 2021 represent approximately 2.4% of total rents due at the property since April 1, 2020. Negotiations with those tenants are ongoing. Subsequent to September 30, 2021, WWP received $2.8 million in outstanding rent payments, reducing the unpaid rent balance to $1.7 million. At this time, we anticipate that a majority of rent concessions will be in the form of a rent deferral and not rent forgiveness, resulting in a delay in collections and not a reduction in collections. WWP does not plan to forgo any of its contractual rights under its lease agreements in connection with any relief requests. As of the date of this filing, WWP has forgiven approximately $265,000 of base rents for current tenants and has written off approximately $477,000 of base rents related to surrendered space. To date, the impact of the COVID-19 pandemic has not been material to the Company, however, it is not possible to estimate the future impact of the pandemic at this time. |
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 in Excess of Estimated Receipts During Liquidation (Tables) |
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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):
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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):
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Investment in Unconsolidated Joint Venture (Tables) |
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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:
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Condensed Balance Sheet | The condensed balance sheets as of September 30, 2021 and December 31, 2020 for Worldwide Plaza are as follows:
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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:
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Organization - Additional Information (Detail) - Liquidation Value [Member] - WWP Holdings Llc [Member] ft² in Millions, $ in Millions |
9 Months Ended |
---|---|
Sep. 30, 2021
USD ($)
ft²
Investment
| |
Organization [Line Items] | |
Area of investments | ft² | 2.0 |
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% |
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 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) | ||
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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 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 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 Information (Detail) - Liquidation Value [Member] - $ / shares |
9 Months Ended | ||
---|---|---|---|
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 |
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