10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

0001193125-16-523992.txt : 20160330 0001193125-16-523992.hdr.sgml : 20160330 20160330171501 ACCESSION NUMBER: 0001193125-16-523992 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160330 DATE AS OF CHANGE: 20160330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Winthrop Realty Trust CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 161540707 BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175704614 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 10-K/A 1 d141253d10ka.htm 10-K/A 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-6249

WINTHROP REALTY TRUST

(Exact name of Registrant as specified in its certificate of incorporation)


Ohio		34-6513657
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

7 Bulfinch Place, Suite 500, Boston, Massachusetts		02114
(Address of principal executive offices)		(Zip Code)

(617) 570-4614

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Exchange on Which Registered
Common Shares, $1.00 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No x

As of February 29, 2016, there were 36,425,084 Common Shares outstanding.

At June 30, 2015, the aggregate market value of the Common Shares held by non-affiliates was $497,655,502.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders, which is expected to be filed with the Securities and Exchange Commission within 120 days after the Registrant’s fiscal year ended December 31, 2015, are incorporated by reference into Part III hereof.

EXPLANATORY PARAGRAPH

This Form 10-K/A (Amendment No.1) is being filed solely for the purpose of attaching as Exhibit 99.3 the audited financial statements of 701 Seventh WRT Investor LLC as required by Rule 3-09 of Regulation S-X and to amend the Exhibit Index accordingly. This Form 10-K/A (Amendment No. 1) has not been updated for events or information subsequent to the date of filing of the original Form 10-K for the year ended December 31, 2015 (the “Original 10-K”). Accordingly, this Form 10-K/A (Amendment No. 1) should be read in conjunction with the Original 10-K and the registrant’s other filings with the Securities and Exchange Commission. Except as described above, no other changes have been made in this Amendment to modify or update the other disclosures presented in the Original 10-K.

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Financial Statement Schedules.

(1) Financial Statements:

The following documents were filed as a part of the Original 10-K:

Report of Independent Registered Public Accounting Firm.

Management’s Report on Internal Control over Financial Reporting.

Consolidated Statements of Net Assets (Liquidation Basis) - December 31, 2015 and 2014.

Consolidated Statements of Changes in Net Assets (Liquidation Basis) – Year Ended December 31, 2015 and the Five Months Ended December 31, 2014.

Consolidated Statements of Operations and Comprehensive Income (Going Concern Basis) - For the Seven Months Ended July 31, 2014 and the Year Ended December 31, 2013.

Consolidated Statements of Equity (Going Concern Basis) - For the Seven Months Ended July 31, 2014 and the Year Ended December 31, 2013.

Consolidated Statements of Cash Flows (Going Concern Basis) - For the Seven Months Ended July 31, 2014 and the Year Ended December 31, 2013.

Notes to Consolidated Financial Statements.

(2) Financial Statement Schedules:

The following financial statement schedules were filed as part of the Original 10-K and should be read in conjunction with the Consolidated Financial Statements of the Registrant:

Schedule III - Real Estate and Accumulated Depreciation.

Schedule IV – Mortgage Loans on Real Estate.

All Schedules, other than III and IV, are omitted, as the information is not required or is otherwise furnished.

The Trust’s unconsolidated joint venture, 701 Seventh WRT Investor LLC, meets the definition of a significant subsidiary under S-X 210.1-02(w) and financial statements for this entity are filed as part of this Form 10-K/A Amendment No. 1.

(b) Exhibits.

The exhibits listed on the Exhibit Index are filed as a part of this Report or incorporated by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Winthrop Realty Trust has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	WINTHROP REALTY TRUST

Dated: March 30, 2016	By:	/s/ Michael L. Ashner
		Michael L. Ashner
		Chief Executive Officer

Dated: March 30, 2016	By:	/s/ John A. Garilli
		John A. Garilli
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX


Exhibit	Description	Page Number

3.1	Second Amended and Restated Declaration of Trust as of May 21, 2009 - Incorporated by reference to Exhibit 3.1 to the Trust’s Quarterly Report on Form 10-Q for the period ended June 30, 2009.	-

3.2	By-laws of Winthrop Realty Trust as amended and restated on November 3, 2009 - Incorporated by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed November 6, 2009.	-

3.3	Amendment to By-laws - Incorporated by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed March 6, 2010.	-

4.1	Form of certificate for Common Shares of Beneficial Interest - Incorporated by reference to Exhibit 4.1 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2008.	-

4.2	Agreement of Limited Partnership of WRT Realty L.P., dated as of January 1, 2005 - Incorporated by reference to Exhibit 4.1 to the Trust’s Current Report on Form 8-K filed January 4, 2005.	-

4.3	Amendment No. 1 to Agreement of Limited Partnership of WRT Realty, L.P., dated as of December 1, 2005 - Incorporated by reference to Exhibit 4.4 to the Trust’s Form 10-K filed March 15, 2012.	-

4.4	Amendment No. 2 to Agreement of Limited Partnership of WRT Realty, L.P., dated as of November 28, 2011 – Incorporated by reference to the Trust’s Current Report on Form 8-K filed November 28, 2011.	-

4.5	Amendment No. 3 to Agreement of Limited Partnership of WRT Realty, L.P., dated as of March 23, 2012 – Incorporated by reference to the Trust’s Current Report on Form 8-K filed March 23, 2012.	-

4.6	Amended and Restated Certificate of Designations of 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest - Incorporated by reference to the Trust’s Current Report on Form 8-K filed March 23, 2012.	-

4.7	Form of Specimen Certificate for the 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest - Incorporated by reference to Exhibit 4.2 to Trust’s Form 8-A filed with the Securities and Exchange Commission on November 23, 2011.	-

10.1	Stock Purchase Agreement between the Trust and FUR Investors, LLC, dated as of November 26, 2003, including Annex A thereto, being the list of Conditions to the Offer - Incorporated by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed December 1, 2003.	-

10.2	Third Amended and Restated Advisory Agreement dated February 1, 2013, between the Trust, WRT Realty L.P. and FUR Advisors LLC - Incorporated by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed February 4, 2013.	-

10.3	Exclusivity Services Agreement between the Trust and Michael L. Ashner - Incorporated by reference to Exhibit 10.4 to the Trust’s Current Report on Form 8-K filed December 1, 2003.	-

10.4	Amendment No. 1 to Exclusivity Agreement, dated November 7, 2005 - Incorporated by reference to Exhibit 10.7 to the Trust’s Current Report on Form 8-K filed November 10, 2005.	-

EXHIBIT INDEX



10.5	Amendment No. 2 to Exclusivity Agreement, dated February 1, 2013 - Incorporated by reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed February 4, 2013.	-

10.6	Covenant Agreement between the Trust and FUR Investors, LLC - Incorporated by reference to Exhibit 10.5 to the Trust’s Current Report on Form 8-K filed December 1, 2003.	-

10.7	Amendment No. 1 to Covenant Agreement, dated February 4, 2013 - Incorporated by reference to Exhibit 10.3 to the Trust’s Current Report on Form 8-K filed February 4, 2013.	-

10.8	Winthrop Realty Trust 2007 Long Term Stock Incentive Plan - Incorporated by reference to the Trust’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2007.	-

10.9	Restricted Share Award Agreement, dated February 1, 2013, between Winthrop Realty Trust and Michael L. Ashner - Incorporated by reference to Exhibit 10.4 to the Trust’s Current Report on Form 8-K filed February 4, 2013.	-

10.10	Restricted Share Award Agreement, dated February 1, 2013, between Winthrop Realty Trust and Carolyn Tiffany - Incorporated by reference to Exhibit 10.4 to the Trust’s Current Report on Form 8-K filed February 4, 2013.	-

21	List of Subsidiaries	#

23.1	Consent of Independent Registered Accounting Firm – PricewaterhouseCoopers LLP	#

23.2	Consent of Independent Registered Accounting Firm – KPMG LLP (CDH CDO LLC financials)	#

23.3	Consent of Independent Registered Accounting Firm – Pricewaterhouse Coopers LLP (Vintage Housing Holdings LLC Financials)	#

23.4	Consent of Independent Registered Accounting Firm – WeiserMazars LLP (701 Seventh WRT Investor LLC and Subsidiaries financials)	*

24	Power of Attorney	#

31	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	*

32	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*

99.1	Consolidated Financial Statements of CDH CDO LLC	#

99.2	Consolidated Financial Statements of Vintage Housing Holdings, LLC	#

99.3	Consolidated Financial Statements of 701 Seventh WRT Investor LLC and subsidiaries	*

101.INS	XBRL Report Instance Document	#

101.SCH	XBRL Taxonomy Extension Schema Document	#

101.CAL	XBRL Taxonomy Calculation Linkbase Document	#

101.LAB	XBRL Taxonomy Label Linkbase Document	#

101.PRE	XBRL Presentation Linkbase Document	#

EXHIBIT INDEX



101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	#

*	filed herewith

#	Previously filed with the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2016; File No. 001-06249.

EX-23.4 2 d141253dex234.htm EX-23.4 EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-183927) and Form S-3D (No. 333-161664) of Winthrop Realty Trust and subsidiaries of our report dated March 29, 2016, relating to the consolidated financial statements of 701 Seventh WRT Investor, LLC and Subsidiaries, which report appears in Amendment No. 1 to the Annual Report on Form 10-K of Winthrop Realty Trust for the year ended December 31, 2015.

/s/ WeiserMazars LLP

New York, New York

March 29, 2016

EX-31.1 3 d141253dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

WINTHROP REALTY TRUST

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2015

CERTIFICATIONS

I, Michael L. Ashner, certify that:

1. I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) of Winthrop Realty Trust;

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. The registrant’s other certifying officer(s) and I are 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 registrant’s disclosure controls and procedures and presented in this report our 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

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 registrant’s 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 registrant’s internal control over financial reporting.

EX-31.2 4 d141253dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

WINTHROP REALTY TRUST

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2015

CERTIFICATIONS

I, John A. Garilli, certify that:

1. I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) of Winthrop Realty Trust;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EX-32 5 d141253dex32.htm EX-32 EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Winthrop Realty Trust (formerly known as First Union Real Estate Equity and Mortgage Investments (the “Company”) on Form 10-K/A for the annual period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: March 30, 2016						/s/ Michael L. Ashner
						Michael L. Ashner
						Chief Executive Officer

Date: March 30, 2016						/s/ John A. Garilli
						John A. Garilli
						Chief Financial Officer

EX-99.3 6 d141253dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

701 Seventh WRT

Investor, LLC

and Subsidiaries

Consolidated Financial Statements

December 31, 2015 and 2014

701 Seventh WRT Investor, LLC and Subsidiaries

Contents

December 31, 2015 and 2014


	Page(s)

Independent Auditors’ Report		1

Consolidated Financial Statements

Balance Sheets		2

Statements of Changes in Members’ Equity		3

Statements of Cash Flows		4

Notes to Consolidated Financial Statements		5-10

Independent Auditors’ Report

To the Members of

701 Seventh WRT Investor, LLC and Subsidiaries

We have audited the accompanying consolidated financial statements of 701 Seventh WRT Investor, LLC and Subsidiaries (the “Company”), which comprise the balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of changes in members’ equity and cash flows for the three years ended December 31, 2015, 2014 and 2013, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Balance Sheet

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of these consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above presents fairly, in all material respects, the financial position of 701 Seventh WRT Investor, LLC and Subsidiaries as of December 31, 2015 and 2014, and the results of their cash flows for the years ended December 31, 2015, 2014 and 2013 in accordance with accounting principles generally accepted in the United States of America.

/s/ WeiserMazars LLP

March 29, 2016

701 Seventh WRT Investor, LLC and Subsidiaries

Consolidated Balance Sheets

December 31, 2015 and 2014


	2015		2014
Assets
Real estate under development	$	678,825,556	$	556,815,596
Cash and cash equivalents		266,100		224,491
Restricted cash		335,109		340,359
Prepaid expenses and other assets		2,605,837		2,351,125
Deferred financing costs, net		7,906,998		17,267,682

Total assets	$	689,939,600	$	576,999,253

Liabilities and Members’ Equity
Liabilities
Mortgage payable	$	237,500,000	$	237,500,000
Notes payable		256,773,050		162,372,943
Interest payable		2,817,016		2,829,369
Accrued expenses and other liabilities		8,571,332		4,518,739

Total liabilities		505,661,398		407,221,051

Noncontrolling interests		45,213,895		41,649,795
Members’ equity		139,064,307		128,128,407

Total noncontrolling interests and members’ equity		184,278,202		169,778,202

Total liabilities and members’ equity	$	689,939,600	$	576,999,253

The accompanying notes are an integral part of these Consolidated Financial Statements.

701 Seventh WRT Investor, LLC and Subsidiaries

Consolidated Statements of Changes in Members’ Equity

Years Ended December 31, 2015, 2014 and 2013


	Members’			Noncontrolling
	Equity			Interests
Balance, December 31, 2012	$	47,295,869		$	14,000,000
Contributions		28,147,080			8,199,027
Distributions		(2,798,903	)		—

Balance, December 31, 2013		72,644,046			22,199,027
Contributions		58,028,441			19,450,768
Distributions		(2,544,080	)		—

Balance, December 31, 2014		128,128,407			41,649,795
Contributions		10,935,900			3,564,100

Balance, December 31, 2015	$	139,064,307		$	45,213,895

The accompanying notes are an integral part of these Consolidated Financial Statements.

701 Seventh WRT Investor, LLC and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2015, 2014 and 2013


	2015			2014			2013
Cash flows from investing activities:
Additions to real estate under development		(106,559,036	)		(99,958,634	)		(52,469,690	)
Restricted cash - net		5,250			25,166,709			17,178,595

Net cash used in investing activities		(106,553,786	)		(74,791,925	)		(35,291,095	)

Cash flows from financing activities:
Proceeds from mortgage payable		—			237,500,000			—
Satisfaction of mortgage payable		—			(237,500,000	)		—
Proceeds from notes payable		172,249,246			162,372,943			1,559,798
Satisfaction of notes payable		(77,849,139	)		(139,059,798	)		—
Deferred financing costs		(2,304,712	)		(23,288,355	)		(600,000	)
Members’ contributions		10,935,900			58,028,441			28,147,080
Members’ distributions		—			(2,544,080	)		(2,798,903	)
Contributions from non-controlling interests		3,564,100			19,450,768			8,199,027

Net cash provided by financing activities		106,595,395			74,959,919			34,507,002

Net increase in cash		41,609			167,994			(784,093	)
Cash - beginning of year		224,491			56,497			840,590

Cash - end of year	$	266,100		$	224,491		$	56,497

Supplemental disclosure of cash flow information:
Cash paid during the year for interest	$	38,999,698		$	45,681,290		$	30,412,998

Non-cash investing and financing activity:
Amortization capitalized to real estate under development	$	11,665,396		$	17,482,889		$	5,924,845

Net effect of assets and liabilities transferred to real estate under development	$	3,785,528		$	(12,879,092	)	$	14,271,879

The accompanying notes are an integral part of these Consolidated Financial Statements.

701 Seventh WRT Investor, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

1.	Organization

701 Seventh WRT Investor, LLC is a Delaware Limited Liability Company formed on October 12, 2012, and pursuant to the operating agreement dated October 16, 2012 (the “Operating Agreement”), will continue until dissolved in accordance with the Operating Agreement. 701 Seventh WRT Investor, LLC is owned by WG/NV 701 LLC (“WG-NV”) as Managing Member and WRT-701 Seventh LLC (“Winthrop”) as Member. 701 Seventh WRT Investor, LLC owns 75.42% of the membership interest in 701 Seventh Partners, LLC (“Partners”) which owns 50% of the membership interest in 701 Seventh JV, LLC (“701 Seventh JV”). 701 Seventh JV was formed for the purpose of owning 100% of the membership interests in 701 Seventh Mezz 2, LLC (“701 Mezz 2”) which owns a 100% membership interest in 701 Seventh Mezz 1, LLC (“701 Mezz 1”) which owns a 100% membership interest in 701 Seventh Property Owner, LLC (“701 Owner”) (collectively, the “Subsidiaries” including Partners). 701 Seventh WRT Investor, LLC and the Subsidiaries are collectively, the “Company”.

Pursuant to the Operating Agreement between WG-NV and Winthrop, WG-NV contributed cash to the Company in exchange for 39.12% of the membership interests in the Company, and Winthrop contributed cash to the Company in exchange for 60.88% of the membership interests in the Company.

On July 8, 2013, in accordance with the agreement among members and amendment no. 1 to the limited liability company agreement, Winthrop made a special contribution of $4,926,668 in exchange for an additional 9.62% membership interest of the Company. WG-NV received a special distribution, in the same amount, for a 9.62% decrease of their membership interest.

On January 14, 2014, in accordance with the Amended and Restated Limited Liability Company Agreement of 701 Seventh WRT Investor LLC, Winthrop made a special contribution of $2,175,963 in exchange for an additional 10.56% membership interest. WG-NV received a special distribution in the same amount for a 10.56% decrease in their membership interest. At December 31, 2015, Winthrop and WG-NV had membership interests in the Company of 81.06% and 18.94%, respectively.

In October 2012, the 701 Owner purchased the land and the building located at 701 Seventh Avenue in New York City, New York (the “Property”). At the time of purchase, the Property was occupied with tenants whose leases expired no later than April 2013. The Company is currently in the process of building a multi-use complex (the “Project”).

The purpose of the Company is to engage in a business of acquiring, owning, operating, developing, renovating, repositioning, managing, leasing, selling, financing and refinancing the Property (or portions thereof), which may be held by the Company directly or through entities in which the Company owns interests.

A member of a limited liability company is generally not liable for the debts, obligations or other liabilities of a limited liability company for reason of being such a member.

All profit and losses are allocated pursuant to the Amended and Restated Limited Liability Company Agreement.

Any Distributions of Cash Flow as defined in the Amended and Restated Limited Liability Company Agreement are distributed to the Members in accordance with the Amended and Restated Limited Liability Company Agreement monthly or more frequently as determined by the Managing Member.

701 Seventh WRT Investor, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

2.	Summary of Significant Accounting Policies

Basis of Accounting

The accompanying consolidated balance sheets have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. For the years ended December 31, 2015 and 2014, all activity of the Company pertains to the development of the property and has been capitalized.

Principles of Consolidation

The accompanying consolidated balance sheets include the accounts of 701 Seventh WRT Investor, LLC and its Subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidation.

Use of Estimates

The preparation of the consolidated balance sheets in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheet. Actual results could differ from those estimates.

Interest Rate Derivatives

The Company is a party to an interest rate protection agreement (the “Interest Rate Cap”) to manage interest rate risk on its variable rate mortgage notes payable. The Company recognizes the derivative instrument as an asset in the consolidated balance sheet at its fair value. The Company’s Interest Rate Cap is valued by management using third party valuations that are based on pricing models that incorporate market observable inputs for interest rate curves and both forward and spot prices for currencies and unobservable inputs for credit spreads. The valuation of the Interest Rate Cap is considered to be a Level 2 measurement in accordance with the authoritative accounting guidance (note 6), which is a valuation measurement that is derived from valuation methodologies such as pricing models, discounted cash flow models and similar techniques. The Company does not use derivatives for trading purposes. The Interest Rate Cap was not designated as a hedge for accounting purposes, and therefore, changes in the value relating to the unrealized loss on the fair value of interest rate cap are included in real estate under development in the accompanying consolidated balance sheet.

Real Estate Under Development

Costs for the acquisition, development and construction of the Project are charged to real estate under development. Incidental operations of the property prior to the commencement of construction have been capitalized as a cost of the Project. Real estate under development totaled $678,825,556 and $556,815,596 at December 31, 2015 and 2014, respectively. In accordance with accounting principles generally accepted in the United States of America, impairment losses need to be recorded on assets when indicators of impairment exist and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. No impairment was determined to exist at December 31, 2015 and 2014.

Cash and Cash Equivalents

The Company considers all highly liquid financial instruments with an original maturity of three months or less when purchased to be cash equivalents. At various times during the year, cash exceeded the federally-insured limits.

Deferred Financing Costs

Deferred financing costs attributable to the outstanding debt are amortized over the term of the related indebtedness using the straight-line method.

701 Seventh WRT Investor, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

Income Taxes

As a limited liability company, the Company is deemed to be a partnership for federal and state income tax purposes. As such, no provision or benefit has been made in the accompanying consolidated balance sheet for federal or state income taxes since the members of the Company are required to include their respective share of taxable income or losses in their own tax returns.

Tax years 2014, 2013 and 2012 remain subject to examination by federal and state jurisdictions, including those states where investors reside or states where the Company is subject to other filing requirements.

Reclassification

Prior year numbers have been reclassified to conform to current year presentation.

3.	Real Estate Under Development

The Company’s real estate under development is comprised of the following:


	2015		2014
Land	$	60,289,253	$	60,289,253
Building		241,157,013		241,157,013
Air rights		18,441,503		18,441,503
Building improvements		358,937,787		236,927,827

Real estate under development	$	678,825,556	$	556,815,596

4.	Restricted Cash

Certain of the Company’s financing arrangements required the Company to post cash collateral balances in escrow accounts. These cash amounts are reported in the consolidated balance sheet depending on when the cash will be contractually released. Cash held by 701 Seventh WRT Investor, LLC is used for the purposes of paying monthly distributions. At December 31, 2015 and 2014, the restricted cash amounts of $335,109 and $340,359, respectively, all related to the preferred distribution reserve.

5.	Deferred Financing Costs

At December 31, 2015 and 2014, deferred financing costs consist of the following:


	2015		2014
Financing costs	$	17,957,397	$	23,288,355
Less: accumulated amortization		10,050,399		6,020,673

Deferred financing costs, net	$	7,906,998	$	17,267,682

Amortization expense of $5,214,572 and $6,020,673 was capitalized and is included in real estate under development for the years ended December 31, 2015 and December 31, 2014. Contemporaneously with a refinancing in April 2015, financing costs of $7,635,670 and accumulated amortization of $1,184,846 related to the original loan were written off and are included in real estate under development in the consolidated balance sheets. Contemporaneously with a refinancing in January 2014, financing costs of $18,374,535 and accumulated amortization of $6,912,319 related to the original loan were written off and are included in real estate under development in the consolidated balance sheets.

6.	Mortgage Payable

On October 16, 2012, 701 Owner entered into a loan agreement with a lender for $237,500,000 (the “Loan”). The Loan is evidenced by two equal promissory notes made by the 701 Owner to the lender. The Loan had a maturity date of October 9, 2015 (“Initial Mortgage Maturity Date”) with options to extend the term of the Loan for two consecutive one-year terms. The Loan bore interest equal to LIBOR plus 3.0% (the “Spread”), whereby LIBOR has a floor of 1%, due monthly, unless the Alternative Rate as defined in the Loan agreement was determined to be in effect by the lender. On March 19, 2013, the Loan was amended, increasing the Spread from 3.0% to 4.25%. Principal and any unpaid interest were due on the Initial Mortgage Maturity Date. The total interest incurred and capitalized to real estate under development through the refinance date on January 14, 2014 was $14,489,149.

701 Seventh WRT Investor, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

On January 14, 2014, the Company paid-off the Loan and entered into a new loan agreement (the “Acquisition Loan”) with a new lender for $237,500,000 with a maturity date of January 31, 2017. Interest only payments are due monthly. The interest rate on the Acquisition Loan is LIBOR plus a spread rate of 8% whereby LIBOR has a floor of .25%. During 2015 and 2014, the published LIBOR rate did not exceed the LIBOR floor rate, therefore the interest rate through the years ended December 31, 2015 and 2014 was 8.25%. The Acquisition Loan is evidenced by three promissory notes in the amount of $118,750,000, $59,375,000 and $59,375,000 (“Note A1”, “Note A2” and “Note A3”, respectively).

On August 15, 2014, the Company modified the Acquisition Loan (the “Modified Acquisition Loan”) and a new agreement was created. The maximum principal amount was increased to $315,000,000. The Modified Acquisition Loan consists of three loans in the following amounts, $237,500,000, $50,000,000 and $27,500,000 representing the Acquisition Loan, Building Loan and Project Loan, respectively. As of December 31, 2015, the Company had not drawn on the Building Loan or Project Loan. The interest rate and maturity dates have remained the same.

On April 17, 2015 the Company amended the Acquisition, Building and Project Loans. The amendment did not change the loans interest rate or maximum principal but did alter certain construction benchmarks, the extension fee for the third extension and provides for the borrower to have the option to extend the maturity date for three consecutive one year terms.

At December 31, 2015 and 2014, $237,500,000 was outstanding on the Acquisition Loan with an interest rate of 8.25%. Total interest incurred and capitalized on the Acquisition Loan was $39,024,218 and $19,158,333 at December 31, 2015 and 2014, respectively. Of these amounts $1,687,240 remained unpaid at December 31, 2015 and 2014 and was included in interest payable on the consolidated balance sheets.

7.	Notes Payable

On October 16, 2012, 701 Mezz 1 entered into a mezzanine loan agreement with a lender. The mezzanine loan consisted of two notes totaling $237,500,000 (the “Mezz Loan”). The Mezz Loan had a maturity date of October 9, 2015 (“Initial Maturity Date”) with options to extend the term of the Mezz Loan for two consecutive one-year terms. The Mezz Loan was evidenced by two promissory notes in the amount of $137,500,000 (“Note A-1”) and $100,000,000 (“Note A-2”).

Note A-1 and Note A-2 were interest only notes with an interest rate of LIBOR plus 13.90909% and LIBOR plus 7.00%, respectively (“Current Interest Rates”) whereby LIBOR had a floor of 1%, due monthly, unless the Alternative Rate as defined in the Mezz Loan agreement was determined to be in effect by the lender. In addition to the Current Interest Rates, Note A-1 and A-2 had accrued interest rates of 8.72727% and 3.20%, respectively (“Accrued Interest Rate”). Accrued interest calculated using the Accrued Interest Rate would have been due at the Initial Maturity Date. Interest on the outstanding principal balance was calculated by multiplying the actual number of days elapsed in the period by a daily rate based on a three hundred sixty (360) day year. Principal and all unpaid interest were due on the Initial Maturity Date. The Mezz Loan is guaranteed by the owners of an indirect interest in the Mezz Borrower.

On March 19, 2013, the Mezz Loan agreement was amended and the Current Interest Rate on Note A-1 was changed to LIBOR plus 11.75%. The Current Interest Rate on Note A-2 remained unchanged. The total interest incurred and capitalized to real estate under development through the refinance date on January 14, 2014 was $38,682,919 on Note A-1 and $1,564,611 on Note A-2.

701 Seventh WRT Investor, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

On January 14, 2014, the Company paid-off the Mezz Loan and entered into a new loan agreement (The “Mezzanine Loan”) with a new lender for a maximum principal amount of $315,000,000. The interest rate on the Mezzanine Loan is LIBOR plus a spread rate of 8% whereby LIBOR has a floor of .25%. During 2015 and 2014, the published LIBOR rate did not exceed the LIBOR floor rate, therefore the interest through the years ended December 31, 2015 and 2014 is 8.25%. The Mezzanine Loan was evidenced by six promissory notes in the amounts of $54,500,000, $103,000,000, $27,250,000, $51,500,000, $27,250,000, and $51,500,000.

On August 15, 2014, the Company modified the Mezzanine Loan with the same lender for a maximum principal amount of $500,000,000. The maturity date and interest rate remained the same; however the structure of the notes changed. The modified Mezzanine Loan is now evidenced by eight promissory notes in the amount of $32,700,000, $117,300,000, $16,350,000, $58,650,000, $16,350,000, $58,650,000, $100,000,000, and $100,000,000 (“Note A-1-A,” “Note A-1-B,” “Note A-2-A,” “Note A-2-B,” “Note A-3-1,” “Note A-3-B,” (collectively, the “A Notes”), “Note B-1” and “Note B-2,” respectively (collectively, the “B Notes”)).

On April 17, 2015 the Company modified the B Notes by having the loans assigned to a new lender. As part of the assignment the previous outstanding principal amount of $77,849,139 was funded to the original lender and a new promissory note was issued in the amount of $200,000,000 for a term of 60 months with an interest rate of 5.90% to be based on terms as defined in the B Notes agreement.

At December 31, 2015, a total of $150,773,050 was outstanding related to the Mezzanine Loan’s A Notes with an interest rate of 8.25% and $106,000,000 was outstanding related to the Mezzanine Loan’s B Notes with an interest rate 5.90%. At December 31, 2014 a total of $162,372,943 was outstanding under the Mezzanine Loan with an interest rate of 8.25%. Total interest incurred and capitalized to real estate under development was $27,976,018 and $11,029,602 at December 31, 2015 and 2014, respectively. The total interest amount that remained unpaid for the Mezzanine Loan was $1,129,776 and $1,142,129 at December 31, 2015 and 2014, respectively, and was included in interest payable on the consolidated balance sheet.

The Company purchased an interest rate cap on January 14, 2014 for $830,500 (the “First Cap”) with respect to the interest on the Acquisition Loan and the Mezzanine Loan. The First Cap, which limits the interest rate of LIBOR to 1% on the $237,500,000 Acquisition Loan and $167,500,000 of the A Notes notional principal, expires on January 9, 2016. As of December 31, 2015, the First Cap has a fair value of zero in the accompanying consolidated balance sheet. For the year ended December 31, 2015, the Company adjusted the carrying amount of the interest rate cap by recognizing an unrealized loss on fair value of the interest rate cap of $568,298 in the accompanying consolidated balance sheet in real estate under development. On January 8, 2016, the Company purchased a new interest rate cap for $168,900 which expires on January 31, 2017 and still limits the interest rate on LIBOR to 1% on both the $237,500,000 Acquisition Loan and $167,500,000 of the A Notes.

The Company purchased an additional interest rate cap on August 14, 2014 for $617,500 (the “Second Cap”) with respect to the interest on the Building and Project Loans and the Mezzanine Loan. The Second Cap, which limits the interest rate on LIBOR to 1% on the $77,500,000 notional principal of the Building and Project Loans and the remaining $132,500,000 of the A Notes notional principal, expires on August 18, 2016. As of December 31, 2015, the fair value of the interest rate cap was $17,922 and is included as part of deferred financing costs on the consolidated balance sheet. For the year ended December 31, 2015, the

701 Seventh WRT Investor, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

Company adjusted the carrying amount of the interest rate cap by recognizing an unrealized loss on fair value of the interest rate cap of $503,337 in the accompanying consolidated balance sheet in real estate under development.

8.	Fair Value of Financial Instruments

The amounts included in the consolidated balance sheets at December 31, 2015 and 2014 for cash and cash equivalents, restricted cash, prepaid expenses and other assets, interest payable, and accrued expenses and other liabilities approximate fair value because of the short-term nature of these instruments. The carrying values of the mortgages and notes payable at December 31, 2015 and 2014 also approximate fair value since the loans bear interest at a variable rate comparable to debt instruments currently available to the Company with similar terms and remaining maturities.

The accounting standards establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs in fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 – Fair value is based on unadjusted quoted prices in active markets, for identical assets or liabilities, which are accessible to the Company at the measurement date. These generally provide the most reliable evidence and should be used to measure fair value.

Level 2 – Fair value is based on inputs, other than Level 1, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability through corroboration with observable market data.

Level 3 – Fair value is based on significant unobservable inputs for the asset or liability. These inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

9.	Related Party Transactions

During the years ended December 31, 2015 and 2014, the Company paid a related party of the Company, affiliated through common ownership, $3,737,500 and $3,370,825, respectively for development fees, rent and consultant reimbursable costs. These costs have been capitalized and are included in real estate under development.

10.

Subsequent Events

The Company has evaluated subsequent events through March 29, 2016, the date the consolidated financial statements were available for issuance. All events requiring recognition as of December 31, 2015 have been incorporated in these consolidated financial statements.