-----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, AMNiFoChw4s9+hUqv8fITZXCyMepRPXjLRmjgkbyNFMNEa7AqeDPHNnMvW3Z7CMF UpuctJuNchzMRKKVBMjsOg== 0001193805-08-001882.txt : 20080808 0001193805-08-001882.hdr.sgml : 20080808 20080808111957 ACCESSION NUMBER: 0001193805-08-001882 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080808 DATE AS OF CHANGE: 20080808 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 081001042 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 1 e604105_8k-winthrop.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 8-K
 
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported) August 7, 2008

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

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
Item 2.02
Results of Operations and Financial Condition
 
On August 7, 2008, Winthrop Realty Trust (the “Trust”) issued a press release announcing its financial results for the three and six months ended June 30, 2008.  A copy of the release is furnished as Exhibit 99.1 to this Report on Form 8-K.
 
The information in this section of this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
 
Item 7.01.
Regulation FD Disclosure.
 
On August 7, 2008, the Trust’s management discussed the Trust’s financial results on a conference call with analysts and investors. During the call, Peter Braverman, the Trust’s President, stated “the impairments and loan reserve taken by Concord Debt Holdings LLC, and the corresponding adjustment to the Trust’s carrying value of Concord Debt Holdings LLC, still leaves that investment at a significantly higher carrying value than that utilized in determining the lower per share net asset value of $4.27 provided in our April rights offering document.
 
Item 9.01
Financial Statements and Exhibits.
 
 
(c)
Exhibits
     
 
99.1
Press Release dated August 7, 2008
 

 
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 8th day of August, 2008.
 
 
  WINTHROP REALTY TRUST  
       
       
 
By:
/s/ Michael L. Ashner  
   
Michael L. Ashner
 
   
Chairman and Chief Executive Officer
 
       
EX-99.1 2 e604105_ex99-1.htm Unassociated Document
 
WINTHROP REALTY TRUST ANNOUNCES SECOND QUARTER 2008 RESULTS

FOR IMMEDIATE RELEASE

Boston, Massachusetts – August 7, 2008 – Winthrop Realty Trust (NYSE:FUR) announced today performance and operations results for the second quarter ended June 30, 2008.  All per share amounts are on a diluted basis.

2008 Second Quarter Highlights and Recent Events

 
·
The Company increased cash and cash equivalents, including restricted cash, from $42.6 million at the end of 2007 to $141.3 million at June 30, 2008 and $225.0 million at August 6, 2008, inclusive of a $70 million draw in July 2008 on its previously unused line of credit, and net proceeds of approximately $37.0 million from the Company’s over-subscribed rights offering which was consummated in May 2008.

 
·
With respect to the Marc Realty portfolio:
 
Ø
The Company made a $3.9 million convertible participating mezzanine loan which bears interest at 8.5% with respect to the property located at 180 N. Michigan, Chicago, Illinois.
 
Ø
The property located at 600 West Jackson Street, Chicago, Illinois was sold to an unaffiliated third party resulting in proceeds of $2.5 million, exclusive of the 7.65% current interest received, on the Company’s original investment of $1.7 million.  As part of this transaction, the Company contributed $900,000 to the selling entity which, in turn, made a $1.5 million second mortgage loan to the buyer which loan bears interest at 6.50%, matures on June 30, 2009 and requires monthly payments of interest only.
 
Ø
The Company took a $2.0 impairment loss with respect to the Company’s loans relating to the Lansing, Michigan property as the Company expects that it will not likely receive full payment of this loan because of the property’s prospective operating performance in a particularly soft regional market.

 
·
With respect to its Concord Debt Holdings LLC (“Concord”) joint venture debt platform:
 
Ø
The Company received distributions from retained earnings of $4.6 million in April 2008 and $10 million in July 2008.
 
Ø
On August 2, 2008, a subsidiary of Inland American Real Estate Trust Inc. agreed to contribute up to $100 million in capital over the next 18 months to Concord to be used primarily for new investments by Concord.  Inland American made an initial $20 million contribution on August 4, 2008.
 
Ø
Concord acquired an additional class of securities issued by its CDO with a face value of $4.2 million for $1.6 million resulting in the aggregate purchases during 2008 by Concord of securities issued by Concord’s CDO with a face value of $14.2 million for $6.5 million.
 
Ø
Concord borrowed an aggregate of $22.0 million under its Keybank credit facility which is secured by certain of its loan assets.
 
Ø
Concord made $66.5 million in principal payments on its credit facilities.
 
Ø
Concord acquired two mezzanine loans with an aggregate stated principal balance of $2.96 million for $2.69 million and a weighted yield to maturity of 14.2%.
 
Ø
As detailed in Concord’s press release on August 1, 2008, Concord recognized a $50.4 million impairment charge and $2.2 million loan reserve.

 
·
On August 6, 2008, Lex-Win Acquisition LLC, an entity in which Winthrop holds a 28% interest, sold all of its shares in Piedmont Office Realty Trust, Inc. (formerly known as Wells Office Realty Trust Inc.) for an aggregate sales price of $32.3 million ($8.31 per share) resulting in a distribution to the Company of approximately $9.0 million.  The Company recognized a loss during the second quarter of 2008 of $1.1 million with respect to its interest in Lex-Win Acquisition.
 
 
 

 
 
Second Quarter 2008 Financial Results

 
·
Net loss for the quarter ended June 30, 2008 was ($24.1) million, or ($0.33) per share, compared with net income of $12.8 million, or $0.16 per share, for the quarter ended June 30, 2007.  This decrease in earnings for the comparable periods was due primarily to the:
 
Ø
$50.4 million impairment charge and $2.2 million loan reserve recognized by the Concord joint venture, as detailed in Concord’s press release on August 1, 2008, which resulted in recognition of a $20.9 million loss on the Company’s equity investment for quarter ended June 30, 2008;
 
Ø
$9.7 million gain on sale of REIT securities during the three months ended June 30, 2007 from the sale of the Company’s interest in America First Apartment Investors;
 
Ø
$2.0 million impairment loss recognized during the quarter ended June 30, 2008 with respect to the Company’s loans in the Marc Realty portfolio relating to the Lansing, Michigan property, which is reflected in Earnings (loss) from preferred equity investments on the Condensed Financial Results on page 4 of this release; and
 
Ø
$1.1 million loss recognized for the quarter ended June 30, 2008 with respect to the Piedmont Office Realty Trust shares.

 
·
Funds from Operations (FFO) available to common stockholders for the quarter ended June 30, 2008 was ($21.1) million, or ($0.29) per diluted share, compared with $17.7 million, or $0.20 per diluted share, for the quarter ended June 30, 2007.  

 
·
At June 30, 2008, the Company’s assets consisted of:
 
Ø
Operating properties comprising approximately 9.25 million square feet of space, including assets in the Marc Realty and Sealy portfolios, and 230 rental units at a multi-family property;
 
Ø
$72.5 million of loan assets directly held and a 50% ownership interest in Concord which held assets with a face value of $1.17 billion and a carrying value of $1.09 billion;
 
Ø
REIT equity interests with a market value of $10.4 million;
 
Ø
Cash and cash equivalents, including restricted cash, of $141.3 million.

 
·
Declared a regular quarterly cash dividend of $0.065 per common share, which was paid on July 15, 2008.  Winthrop currently pays an annualized dividend of $0.26 per common share (excluding any special dividends).

Michael L. Ashner, Winthrop Realty Trust’s Chairman and Chief Executive Officer, commented, “During the quarter we continued our focus on increasing the Company’s liquidity to protect against and prepare for the rigors and opportunities of this changed environment.  These efforts included consummation of our rights offering, which generated approximately $37.0 million in net proceeds as well as the subsequent draw down on our credit facility.  In light of the challenging market environment, we evaluated all of our assets for valuation purposes in a manner which reflected our concerned view with respect to the current state of real estate markets.  This evaluation resulted in the previously announced impairments and loan reserves taken by Concord, as well as significantly smaller impairments taken relating to the Marc Realty Lansing, Michigan loan and our interest in Lex-Win Acquisition LLC.  With our increased cash position and the other transactions we have undertaken thus far this year, we continue to believe we are well positioned in this very challenging environment to capitalize on future investment opportunities as they become available.”

Conference Call Information

The Company will host a conference call to discuss its second quarter 2008 financial results today, Thursday, August 7 at 2:00 pm Eastern Time.  Interested parties may access the live call by dialing (877) 407-9205 or (201) 689-8054, or via the Internet at www.winthropreit.com within the News and Events section.

A replay of the call will be available through September 7, 2008 by dialing (877) 660-6853; confirmation #287844.   An online replay will also be available through September 7, 2008.
 
 
2

 
 
About Winthrop Realty Trust

Winthrop Realty Trust is real estate investment trust (REIT) that owns, manages and lends to real estate and related investments, both directly and through joint ventures.  Winthrop Realty Trust is listed on the New York Stock Exchange and trades under the symbol “FUR.”  The Company has executive offices in Boston, Massachusetts and Jericho, New York. For more information please visit www.winthropreit.com.

Forward-Looking Statements

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.  It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements.  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) defaults by borrowers on loans.  Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's SEC filings, including but not limited to the annual report on Form 10-K/A for the year ended December 31, 2007 as well as its subsequent filings with the SEC.  Further information relating to the Company’s financial position, results of operations, and investor information is contained in our annual and quarterly reports filed with the SEC and available for download at our website www.winthropreit.com or at the SEC website www.sec.gov.
 
 
3

 
 
Condensed Financial Results

Financial results for the three and six months ended June 30, 2008 and 2007 are as follows (in thousands except per share amounts):

(in thousands, except per-share data)
                       
   
For the Three Months Ended
June 30,
   
For the Six Months Ended
June 30,
 
   
(Unaudited)
   
(Unaudited)
 
   
2008
   
2007
   
2008
   
2007
 
Revenues
  $ 11,337     $ 14,844     $ 22,534     $ 28,754  
                                 
Expenses
    12,546       15,785       26,343       29,680  
                                 
Other income
                               
   Earnings (loss) from preferred equity
         investments
    (912 )      1,247        1,418        7,397  
   Equity in earnings (loss) of equity
         investments
    (22,333 )      2,171       (18,521 )      3,763  
   Gain on sale of available for sale
        securities
     -        9,739        2,029        9,982  
   Gain on sale of mortgage-backed
        Securities available for sale
    -        -        454        -  
  Loss on early extinguishment of debt
    -       (320 )     -       (320 )
  Interest income
    436       763       664       2,026  
                                 
Income (loss) from continuing
    operations before minority interest
    (24,018 )     12,659       (17,765 )      21,922  
                                 
Minority interest
    86       (71 )     86       542  
                                 
Income (loss) from continuing operations   
    (24,104 )     12,730       (17,851 )     21,380  
Income from discontinued operations
    47       46       106       97  
Net income (loss)
  $ (24,057 )   $ 12,776     $ (17,745 )   $ 21,477  
                                 
Per Common Share data - Basic
                               
Income (loss) from continuing operations
  $ (0.33 )   $ 0.16     $ (0.25 )   $ 0.28  
Income from discontinued operations
    -       -       -       -  
Net income (loss)
    (0.33 )     0.16       (0.25 )     0.28  
                                 
Per Common Share data - Diluted
                               
Income (loss) from continuing operations
  $ (0.33 )   $ 0.16     $ (0.25 )   $ 0.28  
Income from discontinued operations
    -       -       -       -  
Net income (loss)
  $ (0.33 )   $ 0.16     $ (0.25 )   $ 0.28  
                                 
Basic Weighted-Average Common
       Shares
    72,819       65,661        69,950        65,590  
Diluted Weighted-Average Common
       Shares
    72,819        65,727        69,950        65,656  
 
 
4

 
 
Funds From Operations:

The following presents a reconciliation of our net income to our funds from operations for the three and six months ended June 30, 2008 and 2007 (in thousands, except per share amounts):

   
For the Three Months Ended
June 30,
   
For the Six Months Ended
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Net income (loss)
  $ (24,057 )   $ 12,776     $ (17,745 )   $ 21,477  
Real estate depreciation
    1,654       1,565       3,301       3,070  
Amortization of capitalized
    leasing costs
     1,274       1,628       2,631       2,683  
Real estate depreciation and
    amortization of unconsolidated
    interests
       858         662         1,677         1,028  
Less: Minority interest share of
   depreciation and amortization
    (807 )     (798 )     (1,628 )     (1,504 )
                                 
Funds from operations
    (21,078 )     15,833       (11,764 )     26,754  
Interest expense on Series B-1
   Preferred Shares (1)
     -       1,831        -       3,662  
Funds from operations applicable
   to Common Shares plus
   assumed conversions
  $ (21,078 )   $ 17,664     $ (11,764 )   $ 30,416  
                                 
   Shares
     72,819       65,661       69,950       65,590  
Convertible Preferred Shares (1)
    -       22,167       -       22,167  
Stock options (1)
    -       66       -       66  
Diluted weighted-average
   Common Shares
     72,819       87,894       69,950       87,823  
                                 
Funds from operations per share –   
  diluted
  $ (0.29 )   $ 0.20     $ (0.17 )   $ 0.35  

(1)
The Trust’s convertible preferred shares and stock options were considered anti-dilutive for the three months and the six months ended June 30, 2008.


Most industry analysts and equity REITs generally consider funds from operations ("FFO") to be an appropriate supplemental measure of the performance of an equity REIT. FFO is defined as net income applicable to common shares before depreciation and amortization, extraordinary items, cumulative effect of accounting changes, gains on sales of operating real estate, plus the pro-rata amount of depreciation and amortization of unconsolidated joint ventures, net of minority interests, determined on a consistent basis. Given that part of the nature of the Company's business is as a real estate owner and operator, the Company believes that FFO may be helpful to investors as a measure of its operational performance. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles and therefore should not be considered an alternative for net income as a measure of liquidity. In addition, the comparability of the Company's FFO with the FFO reported by other REITs may be affected by the differences that exist regarding certain accounting policies relating to expenditures for repairs and other recurring items.
 
 
5

 
 
The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”). FFO is defined by NAREIT as “net income (or loss) computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus real estate depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.” FFO does not represent cash generated from operating activities in accordance with GAAP and is not indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow as a measure of liquidity.


Other Selected Financial Data:
           
(in thousands)
           
   
June 30,
   
December 31,
 
   
2008
   
2007
 
   
(unaudited)
       
             
Investments in real estate, net
  $ 245,382     $ 247,076  
Cash and cash equivalents
    135,320       36,654  
Mortgage backed securities
    -       78,141  
Preferred equity investment
    56,218       74,573  
Equity investments
    164,350       179,475  
Lease intangibles, net
    28,954       31,964  
Other assets
    39,334       97,564  
    Total assets
  $ 669,558     $ 745,447  
                 
Mortgage loans payable
  $ 235,128     $ 236,925  
Series B-1 Cumulative Convertible   
               
    Preferred Shares   
    86,266       98,266  
Repurchase agreements
    -       75,175  
Accounts payable, accrued and other   
               
    liabilities
    18,623       33,309  
                 
Minority interest
    10,064       9,978  
                 
Shareholders' equity
    319,477       291,794  
                 
Total liabilities and shareholders' equity   
  $ 669,558     $ 745,447  

Further details regarding the Company’s financial results are available in the Company’s Quarterly Report filed on Form 10-Q for the quarter ended June 30, 2008 which will be filed with the Securities and Exchange Commission and will be available for download at the Company’s website www.winthropreit.com or at the Securities and Exchange Commission website www.sec.gov.

# # #

Contact Information:

AT THE COMPANY

Thomas Staples
Chief Financial Officer
(617) 570-4614
 
 
6

-----END PRIVACY-ENHANCED MESSAGE-----