NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
Note 1 Organization
New York REIT, Inc. (the Company) 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 Company listed its common stock on the New York Stock Exchange
(NYSE) under the symbol NYRT.
The Company purchased its first property and commenced active operations in June
2010. As of March 31, 2018, the Company owned nine properties including the Companys share of WWP Holdings, LLC (Worldwide Plaza), aggregating 1.1 million rentable square feet, with an average occupancy of 97.6%. Seven properties
were sold subsequent to March 31, 2018. The Companys portfolio at March 31, 2018 primarily consisted of office and retail properties, representing 73% and 10%, respectively, of rentable square feet as of March 31, 2018. The
Company also owns a hotel and one stand alone parking garage. Properties other than office and retail spaces represent 17% of rentable square feet.
Substantially all of the Companys business is conducted through its operating partnership, New York Recovery Operating Partnership,
L.P., a Delaware limited partnership (the OP). The Companys only significant asset is the general partnership interests it owns in the OP and assets held by the Company for the use and benefit of the OP.
On August 22, 2016, the Companys 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 Company and its OP and to liquidate and dissolve the Company and the OP (the Liquidation Plan), subject to stockholder approval. The Liquidation Plan was approved at a special meeting
of stockholders on January 3, 2017.
The Company has no employees. Prior to March 8, 2017, the Company retained (i) New
York Recovery Advisors, LLC (the Former Advisor) to manage its affairs on a
day-to-day
basis and (ii) New York Recovery Properties, LLC (the ARG
Property Manager) to serve as the Companys property manager, unless services were performed by a third party for specific properties. The Former Advisor and ARG Property Manager are under common control with AR Global Investments, LLC
(the successor business to AR Capital, LLC, AR Global), (the Sponsor).
On March 8, 2017, the Company
transferred all advisory duties from the Former Advisor to Winthrop REIT Advisors, LLC (the Winthrop Advisor) and property management services with respect to properties managed by ARG Property Manager were transferred to Winthrop
Management, L.P. (the Winthrop Property Manager).
In March 2018 the Company effected a
1-for-10
reverse stock split (the Reverse Split) of its common stock (Common Shares) pursuant to which each of ten Common Shares issued and outstanding as of the close of market on
March 15, 2018 were automatically combined into one Common Share, subject to the elimination of fractional shares. All references to Common Shares outstanding and per Common Share amounts have been restated to reflect the effect of the Reverse
Split for all periods presented.
Any fractional shares resulting from the Reverse Split have been redeemed for cash in lieu of shares.
Note 2 Liquidation Plan
The
Liquidation Plan, as amended by the Board of Directors in accordance with the terms of the Liquidation Plan, provides for an orderly sale of the Companys assets, payment of the Companys liabilities and other obligations and the winding
down of operations and final dissolution of the Company. The Company is not permitted to make any new investments except to exercise its option (the WWP Option) to purchase additional equity interests in Worldwide Plaza, and enter into
the transaction relating to Worldwide Plaza pursuant to the Membership Interest Purchase Agreement with a purchaser, a joint venture between an affiliate of SL Green Realty Corp. and a private equity fund sponsored by RXR Realty LLC or to make
protective acquisitions or advances with respect to its existing assets (see Note 7). The Company is permitted to satisfy any existing contractual obligations and fund required tenant improvements and capital expenditures at its real estate
properties, including real estate properties owned by joint ventures in which the Company owns an interest.
5
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
The Liquidation Plan enables the Company to sell any and all of its assets without further
approval of the stockholders and provides that liquidating distributions be made to the stockholders as determined by the Board. Pursuant to applicable REIT rules, the Company must complete the disposition of its assets by January 3, 2019, two
years after the date the Liquidation Plan was approved by the stockholders, in order to deduct liquidating distributions as dividends. To the extent that all of the Companys assets are not sold by such date, the Company intends to satisfy the
requirement by converting the Company to a limited liability company, which will require stockholder approval, or by transferring the remaining assets and liabilities to a liquidating trust.
The dissolution process and the amount and timing of distributions to stockholders involves risks and uncertainties. Accordingly, it is not
possible to predict the timing or aggregate amount which will be ultimately distributed to stockholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statements of
Net Assets.
The Company expects to continue to qualify as a REIT throughout the liquidation until such time as the Company is converted
into a limited liability company, which will require stockholder approval, or any remaining assets are transferred into a liquidating trust. The Board shall use commercially reasonable efforts to continue to cause the Company to maintain its REIT
status, provided however, the Board may elect to terminate the Companys status as a REIT if it determines that such termination would be in the best interest of the stockholders.
Although the Board does not intend to do so, the Board may terminate the Liquidation Plan without stockholder approval only (i) if the
Board approves the Company to enter into an agreement involving the sale or other disposition of all or substantially all of the assets or common stock by merger, consolidation, share exchange, business combination, sale or other transaction
involving the Company or (ii) if the Board determines, in exercise of its duties under Maryland law, after consultation with the Winthrop Advisor, if applicable, or other third party experts familiar with the market for Manhattan office
properties, that an adverse change in the market for Manhattan office properties has occurred and reasonably would expect it to adversely affect continuing with the Liquidation Plan. Notwithstanding approval of the Liquidation Plan by the
stockholders, the Board may amend the Liquidation Plan without further action by the stockholders to the extent permitted under the current law.
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.
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 Companys assets were adjusted to their liquidation value,
which represents the estimated amount of cash that the Company will collect on disposal of assets as it carries out its liquidation activities under the Liquidation Plan. The current estimate of net assets in liquidation has been calculated based on
undiscounted cash flow projections that all the properties will be sold by July 31, 2018 except for the remaining interest in Worldwide Plaza. The Company projects that the remaining interest in Worldwide Plaza will be sold approximately during
the fourth quarter of 2021. The actual timing of sales 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 future asset sales.
6
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
The liquidation value of the Companys investments in real estate is based on expected
sales proceeds presented on an undiscounted basis. Estimated costs to dispose of assets have been presented separately from the related assets. 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 to the extent it has a reasonable basis for estimation. Estimated costs expected to be incurred through the end of the liquidation period include budgeted property expenses
and corporate overhead, costs to dispose of the properties, mortgage interest expense, 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
in-place
leases plus managements estimates of revenue upon
re-lease
based on current market assumptions. These amounts are classified as a net liability
for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets. Actual costs and revenues may differ from amounts reflected in the consolidated financial statements due to the inherent uncertainty
in estimating future events. These differences may be material. See Note 4 for further discussion. Actual costs incurred but unpaid as of March 31, 2018 and December 31, 2017 are included in accounts payable, accrued expenses and other
liabilities on the Consolidated Statement of Net Assets.
As a result of the change to the liquidation basis of accounting, the Company no
longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income (Loss), a Consolidated Statement of Changes in Equity or a Consolidated Statement of Cash Flows.
Use of Estimates
Certain of the
Companys accounting estimates are particularly important for an understanding of the Companys 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. 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 liquidation
basis of accounting, the Company has accrued all revenue that it expects to earn through the end of liquidation to the extent it has a reasonable basis for estimation. Revenues are accrued based on contractual amounts due under the leases in place
over the estimated hold period of each asset. These amounts are classified within liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets.
In accordance with liquidation accounting, as of January 1, 2017, tenant and other receivables were adjusted to their net realizable
values. Management continually reviews tenant and other receivables to determine collectability. Any changes in the collectability of the receivables is reflected in the net realizable value of the receivable.
The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of
the tenants sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. Contingent rental income is not contemplated under liquidation accounting unless there is a reasonable basis
to estimate future receipts.
7
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
Investments in Real Estate
As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value upon sale, or liquidation
value, to reflect the change to the liquidation basis of accounting. The liquidation value represents the estimated amount of cash the Company expects to collect on the disposal of its assets as it carries out the liquidation activities of its
Liquidation Plan. The liquidation value of the Companys investments in real estate are presented on an undiscounted basis. Estimated revenue during the period following the commencement of liquidation and prior to the expected sale date and
costs to dispose of these assets are presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in the Companys
net assets in liquidation presented on an undiscounted basis.
The liquidation value of investments in real estate is based on a number of
factors including discounted cash flow and direct capitalization analyses, detailed analysis of current market comparables and broker opinions of value, and binding purchase offers to the extent available.
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. Under liquidation accounting, the investment in unconsolidated joint venture is recorded at its net realizable value. 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 Companys net assets in liquidation. The liquidation value of the
Companys remaining investment in Worldwide Plaza as of March 31, 2018 is based on the value of the property as a result of the Companys recent sale of its 48.7% interest in Worldwide Plaza.
Amortization
Under liquidation
accounting, intangible assets and liabilities are included in the liquidation value of investments in real estate and are no longer amortized.
Restricted Cash
Restricted cash
primarily consists of the $90.7 million capital improvement reserve for Worldwide Plaza with the balance representing maintenance, real estate tax, structural and debt service reserves.
Recent Accounting Pronouncement
There are no new accounting pronouncements that are applicable or relevant to the Company under the liquidation basis of accounting.
Note 4Liability 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 executing and renewing leases, estimates of tenant improvement costs, the timing of property sales, direct costs incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilities 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.
8
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
The Company accrued the following revenues and expenses expected to be earned or incurred
during liquidation (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
Rents and reimbursements
|
|
$
|
737
|
|
|
$
|
1,956
|
|
Hotel revenues
|
|
|
7,298
|
|
|
|
11,769
|
|
Release of liability
|
|
|
4,270
|
|
|
|
|
|
Property operating expenses
|
|
|
(520
|
)
|
|
|
1,930
|
|
Hotel operating expense
|
|
|
(5,473
|
)
|
|
|
(10,487
|
)
|
Interest expense
|
|
|
(52
|
)
|
|
|
(1,779
|
)
|
General and administrative expenses
|
|
|
(11,242
|
)
|
|
|
(11,137
|
)
|
Capital expenditures
|
|
|
(477
|
)
|
|
|
(920
|
)
|
Sales costs
|
|
|
(5,420
|
)
|
|
|
(18,560
|
)
|
|
|
|
|
|
|
|
|
|
Liability for estimated costs in excess of estimated receipts during liquidation
|
|
$
|
(10,879
|
)
|
|
$
|
(27,228
|
)
|
|
|
|
|
|
|
|
|
|
The change in the liability for estimated costs in excess of estimated receipts during liquidation for the
three month periods ended March 31, 2018 and 2017 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2018
|
|
|
Net Change
in Working
Capital (1)
|
|
|
Remeasurement
of Assets and
Liabilities
|
|
|
March 31, 2018
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated net inflows from investments in real estate
|
|
$
|
3,920
|
|
|
$
|
(2,862
|
)
|
|
$
|
4,725
|
|
|
$
|
5,783
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales costs
|
|
|
(18,559
|
)
|
|
|
13,004
|
|
|
|
135
|
|
|
|
(5,420
|
)
|
Corporate expenditures
|
|
|
(12,589
|
)
|
|
|
3,529
|
|
|
|
(2,182
|
)
|
|
|
(11,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31,148
|
)
|
|
|
16,533
|
|
|
|
(2,047
|
)
|
|
|
(16,662
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liability for estimated costs in excess of estimated receipts during liquidation
|
|
$
|
(27,228
|
)
|
|
$
|
13,671
|
|
|
$
|
2,678
|
|
|
$
|
(10,879
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2017
|
|
|
Net Change
in Working
Capital (1)
|
|
|
Remeasurement
of Assets and
Liabilities
|
|
|
March 31, 2017
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated net inflows from investments in real estate
|
|
$
|
58,303
|
|
|
$
|
(22,209
|
)
|
|
$
|
309
|
|
|
$
|
36,403
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales costs
|
|
|
(69,524
|
)
|
|
|
|
|
|
|
|
|
|
|
(69,524
|
)
|
Corporate expenditures
|
|
|
(67,360
|
)
|
|
|
17,795
|
|
|
|
(188
|
)
|
|
|
(49,753
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(136,884
|
)
|
|
|
17,795
|
|
|
|
(188
|
)
|
|
|
(119,277
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liability for estimated costs in excess of estimated receipts during liquidation
|
|
$
|
(78,581
|
)
|
|
$
|
(4,414
|
)
|
|
$
|
121
|
|
|
$
|
(82,874
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents changes in cash, restricted cash, accounts receivable, accounts payable and accrued expenses as a result of the Companys operating activities for the periods ended March 31, 2018 and 2017.
|
Note 5 Net Assets in Liquidation
Net assets in liquidation decreased by $330.4 million during the three months ended March 31, 2018 primarily due to a liquidating
distribution to common stockholders of $335.9 million and a $4.0 million decrease in the estimated liquidation value of the Viceroy property, which was directly offset by a release of liability of $4.3 million associated with the
termination of the Viceroy management agreement. The decrease in net assets was further offset by a net increase of $2.9 million due to a remeasurement of estimated receipts and an increase of $2.3 million related to an increase in the
estimated hold period for Worldwide Plaza.
Net assets in liquidation increased by $121,000 during the three months ended March 31,
2017. The primary reason for the increase in net assets was due to a change in the estimate of expected cash flows from various properties.
The net assets in liquidation at March 31, 2018, presented on an undiscounted basis include the Companys proportionate share in
Worldwide Plazas net assets which include a property value at $1.725 billion based on the Companys recent sale of its 48.7% interest in Worldwide Plaza discussed in Note 7. Future increases in value of Worldwide Plaza, if any, from
the agreed additional capital investment will be reflected in the statement of net assets when such capital investments are made and such increases in market value can be observed.
There were 16,791,769 Common Shares outstanding at March 31, 2018. The net assets in liquidation as of March 31, 2018, if sold at
their net asset value, would result in liquidating distributions of approximately $29.94 per common share. On May 1, 2018, the Board declared a cash liquidating distribution of $4.85 per share payable on May 18, 2018 to stockholders of
record on May 11, 2018, reducing the estimate of future liquidating distributions to $25.09 per share. The net assets in liquidation as of March 31, 2018 of $502.7 million, if sold at their net asset value, plus the cumulative
liquidating distribution to common stockholders of $851.4 million ($50.70 per common share) prior to March 31, 2018 would result in cumulative liquidating distributions to common stockholders of $80.64 per share. There is inherent
uncertainty with these projections, and they could change materially based on the timing of the sales, the performance of the underlying assets and any changes in the underlying assumptions of the projected cash flows.
10
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
Note 6 Real Estate Investments
2018 Activity
333 West 34
th
Street
property sale
On January 5, 2018, the Company sold to an independent third party the 333 West 34
th
Street office property in Manhattan, New York for a gross sales price of $255.0 million. The property was part of the collateral for the Companys $760.0 million POL Loans (defined in Note 8). In connection with the sale, the Company
paid down $110.6 million as required under the POL Loans upon the sale of the property. After satisfaction of debt,
pro-rations
and closing costs, the Company received net proceeds of approximately
$134.6 million. The estimated liquidation value of the property was $255.0 million at December 31, 2017.
350 West 42nd
Street
property sale
On January 10, 2018, the Company sold to an independent third party the 350 West 42nd Street retail property in Manhattan, New York for a gross sales price of $25.1 million. The property was
part of the collateral for the Companys $760.0 million POL Loans. In connection with the sale, the Company paid down $11.3 million as required under the POL Loans upon the sale of the property. After satisfaction of debt,
pro-rations
and closing costs, the Company received net proceeds of approximately $12.6 million. The estimated liquidation value of the property was $25.1 million at December 31, 2017.
One Jackson Square
property sale
On February 6, 2018, the Company sold to an independent third party the One
Jackson Square retail property in Manhattan, New York for a gross sales price of $31.0 million. The property was part of the collateral for the Companys $760.0 million POL Loans. In connection with the sale, the Company paid down
$13.0 million as required under the POL Loans upon the sale of the property. After satisfaction of debt,
pro-rations
and closing costs, the Company received net proceeds of approximately
$16.5 million. The estimated liquidation value of the property was $31.0 million at December 31, 2017.
306 East 61st
Streetproperty sale
On February 16, 2018, the Company sold to an independent third party the 306 East 61
st
Street office property in Manhattan, New York for a gross sales
price of $47.0 million. The property was encumbered by a $19.0 million mortgage loan which was satisfied in full at closing. After satisfaction of debt,
pro-rations
and closing costs, the Company
received net proceeds of approximately $26.5 million. The estimated liquidation value of the property was $47.0 million at December 31, 2017.
2091 Coney Island Avenue
property sale
On February 14, 2018, the Company sold to an independent third party
the 2091 Coney Island Avenue office property in Brooklyn, New York for a gross sales price of $3.8 million. The property, together with the retail property located at 2067-2073 Coney Island Avenue make up 1100 Kings Highway. The property was
part of the collateral for the $20.2 million mortgage note payable on 1100 Kings Highway. In connection with the sale and as required in the mortgage loan agreement, the Company paid down a portion of the outstanding mortgage loan of
$4.4 million. The estimated liquidation value of the property was $3.8 million at December 31, 2017.
416 Washington
Street
property sale
On January 22, 2018, the Company entered into a contract to sell to an independent third party the 416 Washington Street retail property in Manhattan, New York for a gross sales price of
$11.2 million. The sale was completed on April 19, 2018. The property was part of the collateral for the Companys $760.0 million POL Loans. The Company was required to pay down $5.5 million under the POL Loans upon the
sale of the property. After satisfaction of debt,
pro-rations
and closing costs, the Company received net proceeds of approximately $5.1 million. The estimated liquidation value of the property was
$11.2 million at March 31, 2018 and December 31, 2017.
350 Bleecker Street and
367-387
Bleecker Street property sale
On February 15, 2018, the Company entered into a combined contract to sell to an independent third party the 350 Bleecker Street and
367-387
Bleecker Street properties located in Manhattan, New York for a gross sales price of $31.5 million. The sale was completed on April 19, 2018. The properties were part of the collateral for the
Companys $760.0 million POL Loans. In connection with the sale, the Company was required to pay down the POL Loans by $21.1 million. After satisfaction of debt,
pro-rations
and closing costs,
the Company received net proceeds of approximately $8.8 million. The estimated liquidation value of the properties was $31.5 million at March 31, 2018 and December 31, 2017.
11
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
2067 2073 Coney Island Avenue property sale
On January 25,
2018, the Company entered into a contract to sell to an independent third party the 2067-2073 Coney Island Avenue retail property in Brooklyn, New York for a gross sales price of $30.5 million. The sale was completed on May 1, 2018. The
property was part of the collateral for the $20.2 million mortgage note payable on 1100 Kings Highway. The estimated liquidation value of the property was $30.5 million at March 31, 2018 and December 31, 2017.
Centurion Parking Garage property sale
On March 15, 2018, the Company entered into a contract to sell to an
independent third party the Centurion Parking Garage property located at 33 West 56
th
Street, Manhattan, New York, for a gross sales price of $3.5 million. The sale was completed on
May 1, 2018. The estimated liquidation value of the property was $3.5 million at March 31, 2018 and December 31, 2017.
POL Loans
In April 2018, the POL Loans were fully satisfied using proceeds from the sales of
382-384
Bleecker Street, 350 Bleecker Street,
416-415
Washington Street and reserves.
Future Minimum Rent
The following table
presents future minimum base cash rental payments due to the Company, excluding future minimum base cash rental payments related to the Companys unconsolidated joint venture, subsequent to March 31, 2018. These amounts exclude contingent
rental payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.
|
|
|
|
|
(In thousands)
|
|
Future Minimum
Base Cash Rental
Payments
|
|
April 1, 2018 - December 31, 2018
|
|
$
|
3,737
|
|
2019
|
|
|
4,492
|
|
2020
|
|
|
4,330
|
|
2021
|
|
|
3,176
|
|
2022
|
|
|
2,597
|
|
Thereafter
|
|
|
6,247
|
|
|
|
|
|
|
Total
|
|
$
|
24,579
|
|
|
|
|
|
|
Based on the Companys anticipated holding period for each property, the Company has accrued
approximately $0.6 million of contractual base cash rental payments, excluding reimbursements.
The following table lists the tenants
whose annualized cash rent represented greater than 10% of total annualized cash rent for the three months ended March 31, 2018 and 2017, including annualized cash rent related to the Companys unconsolidated joint venture:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
Property Portfolio
|
|
Tenant
|
|
2018
|
|
|
2017
|
|
Worldwide Plaza
|
|
Cravath, Swaine & Moore, LLP
|
|
|
41.9
|
%
|
|
|
16
|
%
|
Worldwide Plaza
|
|
Nomura Holdings America, Inc.
|
|
|
27.3
|
%
|
|
|
11
|
%
|
The termination, delinquency or
non-renewal
of any of the above
tenants may have a material adverse effect on the Companys operations.
12
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
Note 7 Investment in Unconsolidated Joint Venture
The Company initially owned a 48.9% equity interest in Worldwide Plaza. On June 1, 2017, the Company acquired an additional 49.9% equity
interest in Worldwide Plaza on exercise of the WWP Option pursuant to the Companys rights under the joint venture agreement of Worldwide Plaza for a contract purchase price of $276.7 million, based on the option price of the property of
approximately $1.4 billion less $875.0 million of debt on the property. The Companys 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 Company owned a total equity interest of 98.8% in Worldwide Plaza.
On October 18, 2017, the Company 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 Company 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 reserved $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 VIEs 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 amounts reflected in the following tables are based on the financial information of Worldwide
Plaza. Under liquidation accounting, equity investments are carried at net realizable value.
13
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
The condensed balance sheets as of March 31, 2018 and December 31, 2017 for
Worldwide Plaza are as follows:
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
Real estate assets, at cost
|
|
$
|
825,316
|
|
|
$
|
825,310
|
|
Less accumulated depreciation and amortization
|
|
|
(192,092
|
)
|
|
|
(185,377
|
)
|
|
|
|
|
|
|
|
|
|
Total real estate assets, net
|
|
|
633,224
|
|
|
|
639,933
|
|
Cash and cash equivalents
|
|
|
36,614
|
|
|
|
15,964
|
|
Other assets
|
|
|
149,640
|
|
|
|
161,285
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
819,478
|
|
|
$
|
817,182
|
|
|
|
|
|
|
|
|
|
|
Debt
|
|
$
|
1,216,161
|
|
|
$
|
1,213,193
|
|
Other liabilities
|
|
|
130,044
|
|
|
|
126,142
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,346,205
|
|
|
|
1,339,335
|
|
Deficit
|
|
|
(526,727
|
)
|
|
|
(522,153
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities and deficit
|
|
$
|
819,478
|
|
|
$
|
817,182
|
|
|
|
|
|
|
|
|
|
|
The condensed statements of operations for the three months ended March 31, 2018 and 2017 for Worldwide
Plaza are as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
(In thousands)
|
|
2018
|
|
|
2017
|
|
Rental income
|
|
$
|
34,179
|
|
|
$
|
34,300
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
13,947
|
|
|
|
13,399
|
|
Depreciation and amortization
|
|
|
7,650
|
|
|
|
7,202
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
21,597
|
|
|
|
20,601
|
|
Operating income
|
|
|
12,582
|
|
|
|
13,699
|
|
Interest expense
|
|
|
(18,205
|
)
|
|
|
(15,255
|
)
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(5,623
|
)
|
|
$
|
(1,556
|
)
|
|
|
|
|
|
|
|
|
|
Note 8 Mortgage Notes Payable
Mortgage notes payable are carried at their contractual amounts due under liquidation accounting. The Company had outstanding mortgage notes
payable of $57.1 million at March 31, 2018 and $215.5 million at December 31, 2017. The mortgage notes payable are collateralized directly by the real estate held by the Company identified in the table below.
14
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
The Companys mortgage notes payable as of March 31, 2018 and December 31,
2017 consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Loan Amount
|
|
|
Effective
Interest Rate at
March 31, 2018
|
|
|
|
|
|
|
|
Portfolio
|
|
Encumbered
Properties
|
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
|
|
Interest Rate
|
|
|
Maturity
|
|
Mortgage Loan (1)
|
|
|
5
|
|
|
$
|
41,262
|
|
|
$
|
176,246
|
|
|
|
5.4
|
%
|
|
|
Libor + 3.5
|
%
|
|
|
Sep 2018
|
|
1100 Kings Highway (3)
|
|
|
1
|
|
|
|
15,850
|
|
|
|
20,200
|
|
|
|
4.3
|
%
|
|
|
Libor + 2.4
|
%
|
|
|
May 2018
|
|
Design Center (4)
|
|
|
|
|
|
|
|
|
|
|
19,048
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage notes payable, gross principal amount
|
|
|
$
|
57,112
|
|
|
|
215,494
|
|
|
|
5.1
|
% (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
At March 31, 2018 encumbered properties are
382-384
Bleecker Street, 350 Bleecker Street,
416-425
Washington Street, 33 W 56th Street
and 120 W 57th Street (the POL Loan Properties). The Mortgage Loan has been repaid in full subsequent to March 31, 2018 as discussed further below.
|
(2)
|
Calculated on a weighted average basis for all mortgages outstanding as of March 31, 2018.
|
(3)
|
Loan was paid off in connection with the sale of the property.
|
(4)
|
The loan was satisfied in full subsequent to March 31, 2018 in connection with the sale of the property.
|
On August 1, 2017, the Companys mortgage loan collateralized by the 1100 Kings Highway property was modified to extend the maturity
date to April 1, 2018 and to allow for partial release of the collateral. The loan also requires a cash sweep starting January 1, 2018 unless the property is under contract for sale for an amount equal to or greater than 133% of the
outstanding mortgage loan payable. As the property is under contract for sale for an amount that exceeds the threshold, the lender has not initiated the cash sweep. In April 2018, the loan maturity date was extended to May 29, 2018.
On December 20, 2016, the Company, through indirect wholly owned subsidiaries of the OP, entered into a mortgage loan (the Mortgage
Loan) in the aggregate amount of $500.0 million and a mezzanine loan in the aggregate amount of $260.0 million (the Mezzanine Loan and, together with the Mortgage Loan, the POL Loans). The POL Loans were
initially secured directly, in the case of the Mortgage Loan, and indirectly in the case of the Mezzanine Loan, by properties located in New York, New York at
245-249
West 17th Street, 333 West 34th Street,
216-218
West 18th Street, 50 Varick Street, 229 West 36th Street, 122 Greenwich Street, 350 West 42nd Street,
382-384
Bleecker Street, 350 Bleecker Street,
416-425
Washington Street, 33 West 56th Street and 120 West 57th Street (the POL Loan Properties). Properties sold during 2017 and 2018 have been released and are no longer collateral for the POL Loans.
The Mortgage Loan initially required monthly interest payments at an initial weighted average interest rate of LIBOR plus 2.38% and the
Mezzanine Loan required monthly interest payments at an initial weighted average interest rate of LIBOR plus 5.65%. The LIBOR portions of the interest rates due under the POL Loans were capped at 3.0% pursuant to interest rate cap agreements.
On December 20, 2017, the Mortgage Loan was extended through September 30, 2018. Under the extended term, the Mortgage Loan requires
monthly interest payments at a weighted average interest rate of LIBOR plus 3.50%. The Mezzanine Loan was fully satisfied in 2017.
The
POL Loans were recourse to the Company and could have been accelerated only in the event of a default. The POL Loans could have been prepaid, in whole or in part, without payment of any prepayment premium or spread maintenance premium or any other
fee or penalty.
In connection with a sale or disposition of an individual POL Loan Property to a third party, such POL Loan Property
could have been released from the collateral securing the Mortgage Loan, subject to certain conditions, by prepayment of a release price (the Release Amount) as defined in the Mortgage Loan agreements. In certain instances, 110% of the
Release Amount was required to be paid in order to release the property. During the three months ended March 31, 2018, the POL Loans were paid down approximately $134.9 million as a result of the sale of 333 West 34
th
Street, 350 West 42
nd
Street and 122 Greenwich Street. In April 2018, the POL Loans were fully satisfied using proceeds from the sales of
382-384
Bleecker Street, 350 Bleecker Street,
416-425
Washington Street and reserves.
15
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
Concurrently with the POL Loans, the Company entered into guaranty agreements with respect to
the POL Loans that required the Company to maintain, (i) on a consolidated basis, a minimum net worth of $300.0 million, which minimum net worth will be reduced pro rata with any prepayment of the POL Loans once the outstanding principal
amount of the POL Loans is less than $300.0 million, but in no event will the minimum net worth be reduced below $150.0 million, and (ii) liquid assets having a market value of at least $25.0 million, which minimum market value
of liquid assets may be reduced to $15.0 million in the event the outstanding amount under the POL Loans is equal to or less than $100.0 million. As of March 31, 2018, the minimum net worth requirement was $150.0 million, and the
minimum liquidity requirement was $15.0 million. The Company met both requirements as of March 31, 2018. As a result of the repayment of the POL Loans, these requirements are no longer applicable.
Some of the Companys mortgage note agreements require compliance with certain property-level financial covenants including debt service
coverage ratios. As of March 31, 2018, the Company was in compliance with the financial covenants under its mortgage note agreements.
Note 9
Interest Rate Derivatives and Hedging Activities Risk
Management Objective of Using Derivatives
The Company periodically uses derivative financial instruments, including interest rate swaps, caps, collars, options, floors and other
interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Companys operating and
financial structure as well as to hedge specific anticipated transactions. The Company does not utilize derivatives for speculative purposes or purposes other than interest rate risk management. The use of derivative financial instruments carries
certain risks, including the risk that the counterparties to these contractual arrangements will not perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties that the
Company believes to have high credit ratings and with major financial institutions with which the Company and the Former Advisor and its affiliates may also have had other financial relationships.
As these instruments were not converted to cash or other considerations, derivative financial instruments were valued at $0 as of
January 1, 2017 in accordance with liquidation accounting. The Company was not a party to any derivative financial instruments at March 31, 2018 or December 31, 2017.
Note 10 Common Stock
In March
2018, the Company effected a
1-for-10
reverse stock split pursuant to which each of ten Common Shares issued and outstanding as of the close of market on March 15,
2018 were automatically combined into one Common Share, subject to elimination of fractional shares.
As of March 31, 2018 and
December 31, 2017 the Company had 16.8 million shares of common stock outstanding, including unvested shares of restricted common stock (restricted shares). On January 3, 2017, the Company issued 84,166 shares of its
common stock upon redemption of 841,660 OP units held by certain individuals who were members of the Former Advisor or its affiliates. As of March 31, 2018 and December 31, 2017, there were no OP units outstanding, other than OP units held
by the Company. See Note 15
Non-Controlling
Interests.
The Company expects to make
periodic liquidating distributions out of net proceeds of asset sales, subject to satisfying its liabilities and obligations, in lieu of regular monthly dividends. During 2017, the Company paid aggregate liquidating distributions equal to $30.70 per
share. On January 26, 2018, the Company paid a cash liquidating distribution of $20.00 per share. On May 1, 2018, the Company declared a cash liquidating distribution of $4.85 per share payable to stockholders of record as of May 11,
2018. There can be no assurance as to the actual amount or timing of future liquidating distributions stockholders will receive.
16
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
Note 11 Commitments and Contingencies
Future Minimum Lease Payments
The Company
entered into operating and capital lease agreements primarily related to certain properties under leasehold interest arrangements. The following table reflects the minimum contractual base cash payments, excluding reimbursements, due from the
Company over the next five years and thereafter under these arrangements, including the present value of the net minimum payments due under capital leases. These amounts exclude contingent rent payments, as applicable, that may be payable based on
provisions related to increases in annual rent based on exceeding certain economic indexes among other items.
|
|
|
|
|
|
|
Future Minimum
Base Rent Payments
|
|
(In thousands)
|
|
Ground Leases
|
|
April 1, 2018 - December 31, 2018
|
|
|
3,927
|
|
2019
|
|
|
5,432
|
|
2020
|
|
|
5,432
|
|
2021
|
|
|
5,633
|
|
2022
|
|
|
5,914
|
|
Thereafter
|
|
|
238,138
|
|
|
|
|
|
|
Total minimum lease payments
|
|
$
|
264,476
|
|
|
|
|
|
|
As of March 31, 2018, the future minimum base rent payments related to the ground leases accrued until
the projected disposal of the related properties amounted to $1.2 million and are included in liability for estimated costs in excess of estimated receipts during liquidation.
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.
Eastdil/Wells Fargo Arbitration
On October 18, 2017, the Company sold a 48.7% interest in Worldwide Plaza to a joint venture managed by SL Green Realty Corp. and RXR
Realty LLC. The Company had previously retained Wells Fargo Securities, LLC (pursuant to an agreement that contemplated that certain of the services could be delegated to an affiliate, Eastdil Secured LLC) (collectively Eastdil/Wells
Fargo) to, among other services, assist the Company in a possible sale of Worldwide Plaza. In late 2016, Eastdil lost key personnel to a competitor, Cushman & Wakefield. As a result of these personnel losses at Eastdil, the Company felt it
necessary to also hire CBRE to assist the Company and in support of Eastdil in the possible sale of Worldwide Plaza. In connection with the sale of the 48.7% interest in Worldwide Plaza, the Company paid compensation to Eastdil/Wells Fargo of $2.1
million pursuant to the Companys understanding of the fee due to Eastdil/Wells Fargo based on specific oral and written representations by Eastdil/Wells Fargo to the Company of what would be due to Eastdil/Wells Fargo on the partial interest
sale. Subsequent to the completion of the sale of the 48.7% interest in Worldwide Plaza, Eastdil/Wells Fargo is now alleging additional amounts are due to Eastdil/Wells Fargo, as if the Companys entire interest in Worldwide Plaza was sold, and
has filed a demand for arbitration with the American Arbitration Association against the Company. Eastdil/Wells Fargo is claiming compensation totaling $4.4 million, or an additional $2.3 million over the $2.1 million that has already been paid
Eastdil/Wells Fargo by the Company. The Company believes Eastdil/Wells Fargo should be bound by their representations concerning the sale, and will vigorously defend the Companys position. No date has been set for the arbitration hearing as of
the date of this filing. The Company has included an amount it feels appropriate for legal fees and the contingent liability in its Consolidated Statement of Net Assets as a component of liability for estimated costs in excess of estimated
receipts during liquidation at March 31, 2018.
17
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
Harris Derivative Suit
In October 2016, Berney Harris (the Plaintiff) filed a derivative complaint (the Harris Complaint) on behalf of
the Company against certain current and former members of the Companys board of directors (the director defendants), the Former Advisor, and certain affiliates of the Former Advisor (together with the Former Advisor, the
Former Advisor defendants). The Complaint was filed in the Supreme Court of the State of New York, New York County on October 13, 2016. The Harris Complaint alleged, among other things, that the director defendants breached their
fiduciary duties by putting the interests of the Former Advisor defendants before those of the public stockholders, which breach was aided and abetted by the Former Advisor defendants. The Harris Complaint also asserted claims of corporate waste
against the director defendants and unjust enrichment against certain of the Former Advisor defendants. On December 16, 2016, the defendants filed motions to dismiss on the basis of a provision in the Companys bylaws providing that the
state or federal courts of Maryland are the sole and exclusive forum for derivative claims such as those raised in the Harris Complaint. On August 10, 2017, the Court issued an Order granting the Companys and the director defendants
motion to dismiss and also granted the motion to dismiss of one of the Former Advisor defendants. At the same time, the Court requested additional briefing as to the other Former Advisor defendants motion to dismiss, which the Court neither
granted nor denied at the time and which is still pending before the Court. On September 15, 2017, the Former Advisor defendants who had not been dismissed filed a memorandum of law in further support of their motion to dismiss. On
October 3, 2017, Plaintiff filed a motion seeking to modify the Courts August 10, 2017 Order to the extent that it dismissed the Company as a nominal defendant. On October 18, 2017, Plaintiff filed a notice of appeal of the
Courts Order dismissing the Company, the director defendants, and one Former Advisor defendant. On November 21, 2017, Plaintiff filed a motion for leave to appeal from certain parts of the Courts August 10, 2017 Order.
On December 6, 2017, the Court dismissed the Harris Complaint in its entirety without prejudice. Accordingly, the Court denied as moot
Plaintiffs November 21, 2017 motion for leave to appeal. On January 31, 2018, Plaintiff filed an amended notice of appeal of the Courts Order dismissing the Harris Complaint and the Courts prior August 10, 2017
Order. At this time, it is unclear whether Plaintiff will pursue any of his appeals, whether he will succeed if he does pursue any appeals, or whether Plaintiff will seek to file a complaint in another jurisdiction.
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 maintains environmental insurance for its properties that provides coverage for potential
environmental liabilities, subject to the policys 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.
18
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
Note 12 Related Party Transactions and Arrangements
Viceroy Hotel
The following table details
revenues from related parties at the Viceroy Hotel. The Company did not have any receivables from related parties as of March 31, 2018 and 2017.
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
(In thousands)
|
|
2018
|
|
|
2017
|
|
Hotel revenues
|
|
$
|
1
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
Winthrop Advisor and its Affiliates
On December 19, 2016 the Company entered into an agreement (the Current Advisory Agreement) with Winthrop Advisor, pursuant to
which Winthrop Advisor served as the Companys exclusive advisor with respect to all matters primarily related to any plan of liquidation and dissolution of the Company and as a consultant to the Board on certain other matters during the period
from January 3, 2017 through March 7, 2017 and is serving as exclusive advisor to the Company from and after March 8, 2017.
On each of January 3, 2017 and February 1, 2017, the Company paid Winthrop Advisor a fee of $500,000 in cash as compensation for
advisory services and consulting services rendered prior to March 1, 2017.
Beginning on March 1, 2017, the Company pays
Winthrop Advisor an asset management fee equal to 0.325% per annum of the cost of assets (as defined in the Current Advisory Agreement) up to $3.0 billion and 0.25% per annum of the cost of assets in excess of $3.0 billion.
On February 28, 2018, the Company and the Winthrop Advisor entered into an amendment to the Current Advisory Agreement providing for a
term ending March 31, 2018 and amending the Current Advisory Agreement to provide that the Current Advisory Agreement will automatically renew for a one month period on the expiration of any renewal term, unless terminated by a majority of our
independent directors or the Winthrop Advisor elects to terminate the Current Advisory Agreement without cause and without penalty, upon written notice forty-five (45) days before the expiration of any renewal term. The Current Advisory
Agreement will also automatically terminate at the effective time of the dissolution of the Company in accordance with a Plan of Liquidation or, if the assets of the Company are transferred to a liquidating trust (or the Company is converted into a
liquidating entity), the final disposition of the assets transferred to the liquidating trust or held by the liquidating entity. In addition, the amendment provides that commencing March 1, 2018, the Company will reimburse the Winthrop Advisor
for the compensation of Wendy Silverstein as chief executive officer of the Company as determined by the Compensation Committee. During the three months ended March 31, 2018, the Company reimbursed Winthrop Advisor $167,000 for compensation of
the Chief Executive Officer.
In connection with the adoption of liquidation accounting, the Company accrues costs it expects to incur
through the end of liquidation. As of March 31, 2018, the Company has accrued asset management fees and compensation reimbursements totaling $2.4 million payable to Winthrop Advisor representing managements estimate of future asset
management costs 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 during the term of
the Current Advisory Agreement and (ii) any other amounts paid to the Companys stockholders on account of their shares of common stock 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
19
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
payments, the Hurdle Payments), in excess of $11.00 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.
Effective March 2017, Winthrop Property Manager began providing property management services to those properties for which the ARG Property
Manager had been providing property management services. The Company pays to Winthrop Property Manager 1.75% of gross revenues, inclusive of all third party property management fees, for property management services provided to the Company by the
Winthrop Property Manager or any of its affiliates.
The following table details amounts incurred by the Company to Winthrop Advisor and
its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from Winthrop Advisor as of the dates specified:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payable as of
|
|
|
|
Three Months Ended March 31,
|
|
|
March 31,
|
|
|
December 31,
|
|
(In thousands)
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Asset management fees
|
|
$
|
863
|
|
|
$
|
1,667
|
|
|
$
|
|
|
|
$
|
|
|
Property management fees
|
|
|
34
|
|
|
|
46
|
|
|
|
9
|
|
|
|
46
|
|
Reimbursements
|
|
|
167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total related party operational fees and reimbursements
|
|
$
|
1,064
|
|
|
$
|
1,713
|
|
|
$
|
9
|
|
|
$
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Advisor and its Affiliates
Prior to March 8, 2017, the Company paid to the Former Advisor an asset management fee equal to 0.50% per annum of the cost of assets, as
defined, up to $3.0 billion and 0.40% per annum of the cost of assets above $3.0 billion.
Prior to March 8, 2017, unless
the Company contracted with a third party, the Company paid the ARG Property Manager a property management fee equal to: (i) for
non-hotel
properties, 4.0% of gross revenues from properties managed, plus
market-based leasing commissions; and (ii) for hotel properties, a market based fee equal to a percentage of gross revenues. The Company also reimbursed the ARG Property Manager for property-level expenses. The ARG Property Manager was
permitted to subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracted for these services. If the Company
contracted directly with third parties for such services, the Company paid them customary market fees and paid the ARG Property Manager an oversight fee equal to 1.0% of the gross revenues of the applicable property.
The Company reimbursed the Former Advisor for costs and expenses paid or incurred prior to March 8, 2017 by the Former Advisor and its
affiliates in connection with providing services to the Company (including reasonable salaries and wages, benefits and overhead of all employees directly involved with the performance of such services), although the Company did not reimburse the
Former Advisor for personnel costs in connection with services for which the Former Advisor received a separate fee.
20
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
The following table details amounts incurred and paid by the Company to the Former Advisor
and its affiliates in connection with the operations related services described above for the periods presented:
|
|
|
|
|
|
|
Three Months Ended March 31, 2017
|
|
(In thousands)
|
|
Incurred
|
|
To the Former Advisor and affiliates:
|
|
|
|
|
Asset management fees
|
|
$
|
2,339
|
|
Transfer agent and other professional fees
|
|
|
414
|
|
Property management fees
|
|
|
560
|
|
|
|
|
|
|
Total related party operational fees and reimbursements
|
|
$
|
3,313
|
|
|
|
|
|
|
The Former Advisor, individual members of the Former Advisor, and employees or former employees of the Former
Advisor held interests in the OP. See Note 15
Non-Controlling
Interests.
Note 13 Economic
Dependency
Under various agreements, the Company has engaged Winthrop Advisor, its affiliates and entities under common control with
Winthrop Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well
as other administrative responsibilities for the Company including accounting services, transaction management and investor relations.
As
a result of these relationships, the Company is dependent upon Winthrop Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative
providers of these services.
Note 14 Share-Based Compensation
Stock Option Plan
The Company has a stock
option plan (the Plan) which authorizes the grant of nonqualified stock options to the Companys independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of
directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan will be equal to the fair market value of a share on the date of grant. Upon a change in control, unvested options will become
fully vested and any performance conditions imposed with respect to the options will be deemed to be fully achieved. A total of 50,000 shares have been authorized and reserved for issuance under the Plan. As of March 31, 2018 and
December 31, 2017, no stock options were issued under the Plan.
Restricted Share Plan
The Companys employee and director incentive restricted share plan (RSP) provides the Company with the ability to grant
awards of restricted shares to the Companys directors, officers and employees (if the Company ever has employees), employees of the Former Advisor and its affiliates, employees of entities that provide services to the Company, directors of the
Former Advisor or of entities that provide services to the Company, certain consultants to the Company and the Former Advisor and its affiliates or to entities that provide services to the Company.
Under the RSP, the annual amount granted to the independent directors is determined by the board of directors. The maximum number of shares of
stock granted under the RSP cannot exceed 10% of the Companys outstanding shares of common stock on a fully diluted basis at any time. Restricted shares issued to independent directors generally
21
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
vest over a three- year period in increments of 33.3% per annum. Generally, such awards provide for accelerated vesting of (i) all unvested restricted shares upon a change in control or a
termination without cause and (ii) the portion of the unvested restricted shares scheduled to vest in the year of voluntary termination or the failure to be
re-elected
to the board.
Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of
restricted shares receive cash dividends and other distributions (including any liquidating distributions made pursuant to the Liquidation Plan) prior to the time that the restrictions on the restricted shares have lapsed. Any dividends payable in
shares of common stock are subject to the same restrictions as the underlying restricted shares.
The following table displays restricted
share award activity during the three months ended March 31, 2018:
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|
|
|
|
|
|
|
|
|
|
Number of
Restricted Shares
|
|
|
Weighted-Average
Issue Price
|
|
Unvested, December 31, 2017
|
|
|
6,828
|
|
|
$
|
103.20
|
|
Granted
|
|
|
|
|
|
|
|
|
Vested
|
|
|
3,299
|
|
|
|
103.68
|
|
|
|
|
|
|
|
|
|
|
Unvested, March 31, 2018
|
|
|
3,529
|
|
|
|
102.71
|
|
|
|
|
|
|
|
|
|
|
2014 Advisor Multi-Year Outperformance Agreement
On April 15, 2014 (the Effective Date), the Company entered into a multi-year outperformance agreement (the OPP)
with the OP and the Former Advisor. Under the OPP, the Former Advisor was issued 8,880,579 LTIP Units in the OP with a maximum award value on the issuance date equal to 5.0% of the Companys market capitalization (the OPP Cap). The
LTIP Units are structured as profits interests in the Operating Partnership.
Prior to the OPP Side Letter dated December 19, 2016
(OPP Side Letter), subject to the Former Advisors continued service through each vesting date, one third of any earned LTIP Units would vest on each of the third, fourth and fifth anniversaries of the Effective Date.
On April 15, 2015 and 2016, in connection with the end of the
One-Year
Period and
Two-Year
Period, 367,059 and 805,679 LTIP Units, respectively, were earned by the Former Advisor under the terms of the OPP. Pursuant to the OPP Side Letter, these LTIP Units immediately vested upon approval by the
Compensation Committee and converted into unrestricted shares of the Companys common stock.
Based on calculations for the
Three-Year Period, the Former Advisor earned 43,685 LTIP Units under the terms of the OPP on April 15, 2017. Pursuant to the terms of the OPP Side Letter, these LTIP units were immediately vested on April 15, 2017, were converted into
unrestricted shares of the Companys common stock on May 9, 2017, and were issued to the Former Advisor on May 9, 2017. Following the issuance of the shares of common stock on May 9, 2017, the remaining 7,664,156 LTIP Units
issued to the Former Advisor were forfeited.
Under the OPP, the Former Advisors eligibility to earn a number of LTIP units with a
value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date was based on the Companys achievement of certain levels of total return to the Companys stockholders (Total Return),
including both share price appreciation and common stock dividends, as measured against a peer group of companies, for the three-year performance period commencing on the Effective Date (the Three-Year Period); each
12-month
period during the Three-Year Period (the
One-Year
Period); and the initial
24-month
period of the Three-Year
Period (the
Two-Year
Period).
22
NEW YORK REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(unaudited)
Note 15
Non-Controlling
Interests
On January 3, 2017, the Company issued 84,166 shares of its common stock upon redemption of 841,660 OP units held by the Former Advisor or
members, employees or former employees of the Former Advisor. Following the issuance, no OP units remained outstanding other than OP units held by the Company corresponding to shares of the Companys common stock.
Note 16 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 Note 6.
23
NEW YORK REIT, INC.
March 31, 2018