NEW YORK, Oct. 30, 2018 /PRNewswire/ -- New York REIT, Inc.
(NYSE: NYRT) (the "Company" or "NYRT"), which is liquidating and
winding down pursuant to a plan of liquidation, announced today its
financial results for the third quarter ended September 30, 2018. All per share amounts
have been restated to reflect the effect of the 1-for-10 reverse
stock split which was completed on March 15,
2018.
Liquidation Status
Holders of the Company's common stock are reminded that, in
connection with the conversion of the Company to a limited
liability company to be known as New York REIT Liquidating LLC (the
"LLC"), the last day of trading of the Company's common stock on
the New York Stock Exchange will be Friday,
November 2, 2018. The conversion to the LLC is
expected to occur at 5:00 p.m.
Eastern on November 7, 2018. At
the effective time of the conversion, holders of the Company's
common stock will automatically receive one membership interest in
the LLC for each share of the Company's common stock held by such
holder. As previously disclosed, membership interests in the
LLC will generally not be transferable except by will, intestate
succession or operations of law. For tax purposes, the fair
value of each unit in the LLC received by Company stockholders when
the conversion becomes effective, which reflects the value of the
remaining assets of the Company (net of liabilities), will equal
the average of the high and low trading prices for shares of the
Company's common stock on the last three days on which the shares
are traded on the NYSE. For a detailed description of the
federal income tax and investment considerations relating to the
conversion and its effect on your interests in the Company,
reference is made to the proxy statement/prospectus filed with the
Securities and Exchange Commission ("SEC") on August 6, 2018, a copy of which is available on
the SEC's website, www.sec.gov, as well as the Company's website,
www.nyrt.com, under the investor relations tab. Stockholders
are strongly advised to contact their investment and tax
advisors.
The Company has sold all of its properties except for the
remaining 50.1% interest in Worldwide Plaza, and this will continue
to be the only property-related asset of the LLC after the
conversion becomes effective. The Company has no debt
outstanding other than its pro-rata share of the non-recourse debt
on Worldwide Plaza. To date, the Company has paid aggregate
cash liquidating distributions of $58.80 per share.
Financial Results
Liquidation Basis of Accounting
Following NYRT's shareholder approval of the plan of liquidation
on January 3, 2017, effective
January 1, 2017, in accordance with
Generally Accepted Accounting Principles ("GAAP"), the Company
began reporting its financial results on the liquidation basis of
accounting. Accordingly, on January 1,
2017 the carrying value of the Company's investments in real
estate 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 as of September 30,
2018 has been estimated based on undiscounted cash flow
projections, and assumes a final liquidation on September 30, 2019. The actual timing of
the sale of the Company's remaining interest in Worldwide Plaza may
take an additional two to four years, given ongoing tenant
negotiations and other items in the property business plan.
Based on these factors, the actual timing of the sale of this
property, and the final liquidation of the Company (or the LLC), is
subject to future events and uncertainties. Liabilities are
carried at their contractual amounts due as adjusted for the impact
of timing of the planned liquidation.
Based on the liquidation basis of accounting, the current
estimate of net assets in liquidation at September 30, 2018 would result in estimated
future liquidating distributions of approximately $25.45 per share. On October 22, 2018, the Company paid a cash
liquidating distribution of $3.25 per
share, reducing the estimate of future liquidating distributions to
$22.20 per share.
For financial statement presentation purposes, Worldwide Plaza
has been valued at $1.725 billion,
based on the market transaction associated with the Company's sale
of a 48.7% interest in the property on October 18, 2017. The Worldwide Plaza value
also includes an additional $90.7
million which is classified as restricted cash and has been
set aside to fund the Company's share of potential future leasing
and capital costs at Worldwide Plaza. To the extent the full
$90.7 million reserve is not used,
the balance is expected to be available for distribution to
shareholders. The Company's plan to hold the investment in
Worldwide Plaza beyond its original estimated liquidation period
and to make further capital investment to re-lease and reposition
the property are all actions that are outside the scope of normal
liquidation activities. Accordingly, the estimated accretion
in future market value will be reflected in the financial results
as the specific actions related to the repositioning have been
completed and such increases in market value can be
observed.
Sales Activity
- Viceroy Hotel – property sale – On October 4, 2018, the Company sold to an
independent third party the Viceroy Hotel property located in
Manhattan, New York for a sales
price of $41.0 million. After
satisfaction of pro-rations and closing costs, the Company received
net proceeds of approximately $39.8
million. The estimated liquidation value of the
property was $41.0 million at
June 30, 2018 and September 30, 2018.
Distributions
On October 22, 2018, the Company
paid a cash liquidating distribution of $3.25 per share to shareholders of record as of
October 15, 2018.
About NYRT
NYRT is a publicly traded real estate investment trust listed on
the NYSE that owns income-producing commercial real estate,
including office and retail properties, located in New York
City. In January 2017, NYRT's
shareholders adopted a plan of liquidation pursuant to which NYRT
is liquidating and winding down and, in connection therewith, is
seeking to sell its assets in an orderly fashion to maximize
shareholder value. For more information, please visit our
website at www.nyrt.com.
Forward-Looking Statements
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995. The statements in this release state the
Company's and management's hopes, intentions, beliefs, expectations
or projections of the future and are forward-looking statements for
which the Company claims the protections of the safe harbor for
forward-looking statements under the Private Securities Litigation
Reform Act of 1995. It is important to note that future
events and the Company's actual results could differ materially
from those described in or contemplated by such forward-looking
statements. Such forward looking statements include, but are
not limited to, statements about potential increases in liquidating
distributions if the joint venture is able to complete targeted
capital improvements, critical tenant lease renewals and
repositioning of this asset. Factors that could cause actual
results to differ materially from current expectations include, but
are not limited to, (i) general economic conditions, (ii) the
inability of major tenants to continue paying their rent
obligations due to bankruptcy, insolvency or general downturn in
their business, (iii) local real estate conditions, (iv) increases
in interest rates, (v) increases in operating costs and real estate
taxes, (vi) changes in accessibility of debt and equity capital
markets and (vii) the timing of asset sales. The Company
refers you to the documents filed by the Company from time to time
with the SEC, particularly in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections of the Company's most recent Annual Report on
Form 10-K for the year ended December 31,
2017, filed with the SEC on March 1,
2018 and the Company Proxy Statement/Prospectus filed with
the SEC on August 6, 2018, as such
Risk Factors may be updated in subsequent reports. The
Company does not assume any obligation to update any
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law.
CONSOLIDATED
STATEMENT OF NET ASSETS
|
(Liquidation
Basis)
|
(unaudited, in
thousands)
|
|
|
|
September 30,
2018
|
|
December 31,
2017
|
Assets
|
|
|
|
|
Investments in real
estate
|
|
$
41,000
|
|
$
488,616
|
Investment in
unconsolidated joint venture
|
|
268,039
|
|
257,634
|
Cash and cash
equivalents
|
|
31,296
|
|
241,019
|
Restricted cash held
in escrow
|
|
93,435
|
|
99,768
|
Accounts
receivable
|
|
2,196
|
|
3,696
|
Total
Assets
|
|
435,966
|
|
1,090,733
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Mortgage notes
payable
|
|
-
|
|
215,494
|
Liability for
estimated costs in excess of estimated
|
|
|
|
|
receipts
during liquidation
|
|
462
|
|
27,228
|
Accounts payable,
accrued expenses and other liabilities
|
|
8,117
|
|
14,881
|
Related party fees
payable
|
|
-
|
|
17
|
Total
Liabilities
|
|
8,579
|
|
257,620
|
Commitments and
Contingencies
|
|
|
|
|
Net assets in
liquidation
|
|
$
427,387
|
|
$
833,113
|
Further details regarding the Company's results of operations,
properties, joint ventures and tenants are available in the
Company's Form 10-Q for the quarter ended September 30, 2018 which will be filed with the
Securities and Exchange Commission and will be available for
download at the Company's website www.nyrt.com or at the
Securities and Exchange Commission website www.sec.gov.
Contacts
|
|
Media:
|
Investor
Relations:
|
|
|
Jonathan
Keehner
Mahmoud
Siddig
|
John Garilli, Chief
Financial Officer and
Chief Executive
Officer
|
Joele Frank,
Wilkinson Brimmer Katcher
|
New York REIT,
Inc.
|
jkeehner@joelefrank.com
|
jgarilli@nyrt.com
|
msiddig@joelefrank.com
|
(617)
570-4750
|
(212)
355-4449
|
|
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SOURCE New York REIT, Inc.