-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fa7q6lB92OGdDn8VnYq/YnD/r3bJ+29r3dIQU0s+miS6Oj+thp1qE5ZF1loS/JXc 29lHGn+bqMXbptEOp+qbiw== 0001193805-06-002539.txt : 20061025 0001193805-06-002539.hdr.sgml : 20061025 20061025123947 ACCESSION NUMBER: 0001193805-06-002539 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051107 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061025 DATE AS OF CHANGE: 20061025 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 061162147 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 8-K/A 1 e601138_8ka-winthrop.txt AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 2) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 7, 2005 WINTHROP REALTY TRUST ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Ohio ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-06249 34-6513657 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (617) 570-4614 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) n/a ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Explanatory Note as to the Purpose of this Amendment This Form 8-K/A Amendment No. 2 is being filed solely for the purpose of deleting from Winthrop Realty Trust's Form 8-K/A Amendment No. 1 filed with the Securities and Exchange Commission on January 20, 2006 (i) the report of Deloitte & Touche LLP dated August 5, 2005 with respect to the financial statements of Newkirk Realty Trust, Inc. and (ii) the July 22, 2005 balance sheet of Newkirk Realty Trust, Inc. and the notes thereto. The remaining portions of this Form 8-K/A continue to speak as of January 20, 2006 and have not been modified for any events occurring after January 20, 2006. Item 9.01 Financial Statements and Exhibits The following financial statements and pro forma financial information are filed as part of this report. (a) Financial Statements of Real Estate Acquired: None (b) Winthrop Realty Trust Unaudited Pro Forma Financial Statements: The unaudited pro forma consolidated financial statements set forth (i) the pro forma balance sheet of the Trust as of September 30, 2005, as if the acquisition of the Newkirk common stock and the sale of the exclusivity rights had occurred on September 30, 2005, (ii) the pro forma consolidated statement of operations of the Trust for the year ended December 31, 2004, as if the acquisition of the Newkirk common stock and the sale of the exclusivity rights had occurred on January 1, 2004, and (iii) the pro forma consolidated statement of operations of the Trust for the nine-month period ended September 30, 2005, as if the acquisition of the Newkirk common stock and the sale of the exclusivity rights had occurred on January 1, 2004. The pro forma financial statements are based upon assumptions contained in the notes thereto and should be read in conjunction with such notes. The unaudited pro forma consolidated financial statements may not necessarily reflect the results of operations or financial position of the Trust which would have actually resulted had the investment occurred as of the dates indicated, nor should they be taken as indicative of the future results of operations or the future financial position of the Trust. Differences could result from various factors, including but not limited to changes in occupancy, rental rates and rental expenses. 2 WINTHROP REALTY TRUST UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2005
Pro Forma Adjustments Historical ----------- Pro Forma September 30, Newkirk September 30, 2005 Realty Trust 2005 (In thousands) (a) Assets Investment in real estate, at cost Land $ 11,004 $ -- $ 11,004 Buildings and improvements 166,777 -- 166,777 --------- --------- --------- 177,781 -- 177,781 Less - Accumulated depreciation (8,017) -- (8,017) --------- --------- --------- Investments in real estate, net 169,764 -- 169,764 Cash and cash equivalents 85,136 (50,000) 35,136 Restricted cash 876 -- 876 Mortgage-backed securities available for sale pledged under repurchase agreements 107,733 -- 107,733 Loans receivable 9,173 -- 9,173 Accounts receivable and prepayments, net 15,338 -- 15,338 Real estate securities - available for sale 30,418 -- 30,418 Preferred equity investment 78,417 -- 78,417 Equity investment in Newkirk Realty Trust, Inc. -- 70,000 70,000 Lease intangibles, net 26,004 -- 26,004 Deferred financing costs, net 1,177 -- 1,177 Assets of discontinued operations 1,382 -- 1,382 Other assets 1,405 -- 1,405 --------- --------- --------- TOTAL ASSETS $ 526,823 $ 20,000 $ 546,823 ========= ========= ========= LIABILITIES Repurchase agreements $ 104,196 $ -- $ 104,196 Mortgage loans payable 176,298 -- 176,298 Accounts payable and accrued liabilities 5,716 -- 5,716 Dividends payable 1,616 -- 1,616 Deferred income 37 10,000 10,037 Loan payable 30 -- 30 Liabilities of discontinued operations 1,708 -- 1,708 --------- --------- --------- TOTAL LIABILITIES 289,601 10,000 299,601 --------- --------- --------- MINORITY INTEREST 5,694 -- 5,694 --------- --------- --------- SHAREHOLDERS' EQUITY Series A Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest, $25 per share liquidating preference, 2,300,000 shares authorized, 983,082 outstanding 23,131 -- 23,131 Series B-1 Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest, $25 per share liquidating preference, 4,000,000 shares authorized and outstanding 94,316 -- 94,316 Common Shares of Beneficial Interest, $1 par, unlimited authorized, 32,058,913 outstanding 32,059 -- 32,059 Additional paid in capital 210,877 -- 210,877 Accumulated other comprehensive income 4,554 -- 4,554 Accumulated distributions in excess of net income (133,409) 10,000 (123,409) --------- --------- --------- Total Shareholders' Equity 231,528 10,000 241,528 --------- --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 526,823 $ 20,000 $ 546,823 ========= ========= =========
See notes to unaudited pro forma financial statements 3 WINTHROP REALTY TRUST UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004 Pro Forma (In thousands, except per share data) Adjustments ----------- Newkirk Historical Realty Trust Pro Forma ---------- ------------ --------- (a) Revenues Rents $ 3,390 $ -- $ 3,390 Interest and dividends 2,528 -- 2,528 ------- ------- ------- 5,918 -- 5,918 ------- ------- ------- Expenses Property operating 786 -- 786 Real estate taxes 66 -- 66 Depreciation and amortization 735 -- 735 Interest 698 -- 698 General and administrative 4,104 -- 4,104 ------- ------- ------- 6,389 -- 6,389 ------- ------- ------- Other Income Insurance recoveries 1,254 -- 1,254 Gain on sale of exclusivity agreement rights -- 13,333 13,333 Gain on sale of securities available- for-sale 1,153 -- 1,153 Equity in earnings of Newkirk Realty Trust, Inc. -- 6,823 6,823 ------- ------- ------- 2,407 20,156 22,563 ------- ------- ------- Income from continuing operations $ 1,936 $20,156 $22,092 ======= ======= ======= Per share data - Basic and Diluted: Income from continuing operations applicable to Common Shares of Beneficial Interest $ -- $ 0.64 ======= ======= Basic and diluted weighted average Common Shares of Beneficial Interest 31,059 31,059 ======= ======= See notes to unaudited pro forma financial statements. 4 WINTHROP REALTY TRUST UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 Pro Forma (In thousands, except per share data) Adjustments ----------- Newkirk Historical Realty Trust Proforma ---------- ------------ -------- (b) Revenue Rents $18,076 $ -- $18,076 Interest and dividends 4,772 -- 4,772 ------- ------- ------- 22,848 -- 22,848 ------- ------- ------- Expenses Property operating 547 -- 547 Real estate taxes 62 -- 62 Depreciation and amortization 4,987 -- 4,987 Interest 10,530 -- 10,530 State and local taxes 615 -- 615 General and administrative 3,750 -- 3,750 ------- ------- ------- 20,491 -- 20,491 ------- ------- ------- Other Income Gain on the sale of real estate securities available for sale 243 -- 243 Legal settlement 11,000 -- 11,000 Equity in earnings of preferred equity investment 2,598 -- 2,598 Minority interest 75 -- 75 Gain on sale of exclusivity rights -- 2,500 2,500 Equity in earnings of Newkirk Realty Trust, Inc. -- 2,842 2,842 ------- ------- ------- 13,916 5,342 19,258 ------- ------- ------- Income from continuing operations $16,273 $ 5,342 $21,615 ======= ======= ======= Per share data -- Basic: Income from continuing operations applicable to Common Shares of Beneficial Interest $ 0.35 $ 0.52 ======= ======= Diluted: Income from continuing operations applicable to Common Shares of Beneficial Interest $ 0.35 $ 0.52 ======= ======= Basic weighted average Common Shares of Beneficial Interest 31,887 31,887 Stock Options 45 45 ======= ======= Diluted weighted average Common Shares of Beneficial Interest 31,932 31,932 ======= ======= See note to unaudited pro forma financial statements. 5 WINTHROP REALTY TRUST NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION On November 7, 2005, Winthrop Realty Trust (the "Trust") consummated the transactions contemplated by (i) a definitive Securities Purchase Agreement between the Trust and Newkirk Realty Trust, Inc. ("Newkirk") and (ii) an Acquisition Agreement between the Trust and Newkirk. Newkirk was formed to acquire a 30.1% interest in The Newkirk Master Limited Partnership, a Delaware limited partnership, which is a publicly reporting limited partnership that owns a diversified portfolio of triple-net leased properties and other real estate-related assets. Pursuant to the Securities Purchase Agreement, the Trust acquired 3,125,000 shares of common stock in Newkirk for a per share purchase price of $16.00, for a total purchase price of $50 million. Pursuant to the Acquisition Agreement, the Trust assigned to Newkirk the rights it held under an Exclusivity Services Agreement (the "Exclusivity Services Agreement") with Michael Ashner, the Trust's Chief Executive Officer, relating solely to business opportunities generated by or offered to Mr. Ashner relating to net-lease assets, as defined. In consideration for the assignment of these rights, Newkirk issued to the Trust an additional 1,250,000 shares of Newkirk's common stock (the "Exclusivity Shares") valued at $20,000,000. The transactions pursuant to both Agreements were entered into in connection with the closing of Newkirk's initial public offering. With respect to the Exclusivity Shares, 625,000 shares, reducing by 17,361 shares per month, were received subject to forfeiture over a 36 month period upon the termination of the Exclusivity Services Agreement in certain events. The 4,375,000 shares of the common stock of Newkirk acquired by the Trust under the Agreements represent 22.58% of the outstanding common shares of Newkirk at November 7, 2005. The Trust exercises significant influence, but not control, over Newkirk; hence, this investment will be accounted for using the equity method of accounting. 2. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET The unaudited pro forma consolidated balance sheet as of September 30, 2005, is based on the historical balance sheet for the Trust presented in its Quarterly Report on Form 10-Q as of September 30, 2005 and includes adjustments, assuming the equity investment in Newkirk occurred as of that date. Significant pro forma adjustments in the unaudited pro forma consolidated balance sheet are as follows: (a) Represents the acquisition for cash of $50,000,000 of 3,125,000 Newkirk common shares and the sale of the exclusivity rights for 1,250,000 shares valued at $20,000,000 of which 625,000 shares, reducing by 17,361 shares per month, are subject to forfeiture over 36 months. The gain on the sale of the exclusivity agreement of $20,000,000 is reflected in the balance sheet as $10,000,000 earned on non-forfeitable shares and $10,000,000 as deferred income to be earned over 36 months. 6 3. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS The unaudited pro forma consolidated statement of operations for the year ended December 31, 2004, includes adjustments assuming that the equity investment in Newkirk occurred as of January 1, 2004, and is based on the historical statement of operations for the Trust presented in its Annual Report on Form 10-K for the year ended December 31, 2004. The unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2005, includes adjustments assuming that the equity investment in Newkirk occurred as of January 1, 2004, and is based on the historical statement of operations for the Trust presented in its Quarterly Report of Form 10-Q for the period ended September 30, 2005. Significant pro forma adjustments in the unaudited pro forma consolidated statements of operations include the following: December 31, 2004 a) Represents the pro forma adjustments reflecting the equity pick up of Newkirk based upon the pro forma earnings presented for the year ended December 31, 2004 presented in Newkirk's registration statement on Form S-11 dated November 7, 2005. The gain on the sale of the exclusivity agreement is reflected in the statement of operations as $10,000,000 earned on non-forfeitable shares and $3,333,333 of deferred income related to the $10,000,000 of forfeitable shares earned over 36 months. September 30, 2005 b) Represents the pro forma adjustments reflecting the equity pick up of Newkirk based upon the pro forma earnings presented for the six months ended June 30, 2005 presented in Newkirk's registration statement adjusted to September 30, 2005. The gain on the sale of the exclusivity agreement is reflected in the statement of operations as $2,500,000 of deferred income related to the $10,000,000 of forfeitable shares earned over 36 months. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 25th day of October, 2006. WINTHROP REALTY TRUST By: /s/Thomas C. Staples ----------------------- Thomas C. Staples Chief Financial Officer 8 -----END PRIVACY-ENHANCED MESSAGE-----