Unassociated Document

Common Dividend Per Share

March 31,

2010

December 31,
2009

-----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, QC+PI4eDwG7HyB9YJuRoAXEJvC9ehncnCADL8evCHkHiT5P25hEyHAoxylipf0qN i+49xzXp3s8vj0rqLLFfDQ== 0001193805-10-001286.txt : 20100507 0001193805-10-001286.hdr.sgml : 20100507 20100507105234 ACCESSION NUMBER: 0001193805-10-001286 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100506 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100507 DATE AS OF CHANGE: 20100507 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: 10810718 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 e606916_8k-wrt.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) May 6, 2010

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 May 6, 2010, Winthrop Realty Trust issued a press release announcing its financial results for the three months ended March 31, 2010. 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 May 6, 2010, Winthrop made available supplemental information concerning our operations and portfolio for the quarter ended March 31, 2010. A copy of the supplemental information is furnished as Exhibit 99.2 to this Report on Form 8-K.

Also on May 6, 2010, management discussed Winthrop’s financial results for the quarter ended March 31, 2010 on a conference call with analysts and investors. A transcript of the conference call is furnished as Exhibit 99.3 to this Report on Form 8-K.

The information in this section of this Report on Form 8-K and Exhibits 99.2 and 99.3 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 8.01. Other Events

On May 6, 2010, Winthrop announced that its Board of Trustees has declared a regular quarterly dividend of $0.1625 per common share which dividend is payable on July 15, 2010 to common shareholders of record on June 30, 2010.

Item 9.01 Financial Statements and Exhibits.

99.1

Press Release dated May 6, 2010

99.2

Supplemental information for the quarter ended March 31, 2010

99.3

Transcript of conference call held May 6, 2010

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 7th day of May, 2010.

	WINTHROP REALTY TRUST


	By:	/s/ Michael L. Ashner
		Michael L. Ashner
		Chairman and Chief Executive Officer

EX-99.1 2 e606916_ex99-1.htm Unassociated Document

WINTHROP REALTY TRUST ANNOUNCES RESULTS FOR

FIRST QUARTER 2010 AND DECLARES SECOND QUARTER CASH DIVIDEND

FOR IMMEDIATE RELEASE

Boston, Massachusetts – May 6, 2010 – Winthrop Realty Trust (NYSE:FUR) announced today financial and operating results for the first quarter ended March 31, 2010. All per share amounts are on a diluted basis.

2010 First Quarter Highlights and Recent Events

The Company reported net income attributable to Common Shares of $4.1 million or $0.20 per share for the quarter ended March 31, 2010, compared with a net loss of ($22.4) million, or ($1.42) per share loss for the quarter ended March 31, 2009.

Sold securities acquired for $9.3 million for sales proceeds of $11.4 million representing a gain of $2.1 million of which $0.7 million was recognized during the first quarter and $1.4 million was recognized during 2009.

Recorded an unrealized gain of $1.9 million on securities held at March 31, 2010.

In January 2010, executed new leases for 95% of the Jacksonville, Florida property, 100% of the Andover, Massachusetts property and 100% of the Burlington, Vermont office property, aggregating 707,000 square feet.

In February 2010, sold at par a $3.0 million Senior 8% Sub-Participation interest in the Siete Square loan and retained a $4.2 million Junior 10.4% Sub-Participation interest. With respect to the retained interest, if the loan is satisfied at its discounted pay off amount of $5.5 million it will result in an effective yield of 19.4% to the Trust.

Extended or exercised options on all debt scheduled to mature in 2010 on our operating properties and the Marc properties.

Three mortgage loans secured by four Marc Realty properties with an aggregate outstanding balance of approximately $29.1 million were refinanced. One loan was extended through 2011 and the remaining two loans were extended through February 2013.

Obtained a two year extension of a $9.3 million loan on the River City property.

In April 2010, notified the lender of the Company’s intent to exercise its one year option to extend the $23.4 million loan secured by 14 properties through June 2011.

In March 2010, an affiliate of Fairholme Capital Management LLC exercised its right to convert its 400,000 Series C Preferred Shares into 714,400 Common Shares, which conversion is based on a conversion price of $14.00 per share, thereby further reducing the Company’s 2012 redemption obligation by $10 million.

Maintained liquid assets consisting of cash, cash equivalents, restricted cash and marketable securities of $130 million at March 31, 2010.

Due to the inability of the Company to reach resolution with CBS Corporation and Viacom, Inc., the obligors of the lease at our Churchill, Pennsylvania property, as to their collective restoration obligations relating to the severe disrepair of the property, the Company has advised CBS and Viacom that it will be seeking damages in excess of $29 million in view of the year-end lease termination.

Declared a regular quarterly cash dividend for the first quarter of 2010 of $0.1625 per Common Share which was paid on April 15, 2010.

First Quarter 2010 Financial Results

Net income applicable to Common Shares for the quarter ended March 31, 2010 was $4.1 million, or $0.20 per Common Share, compared with a net loss of ($22.4) million, or ($1.42) per Common Share loss, for the quarter ended March 31, 2009. The prior period loss is primarily the result of a $17.7 million loss attributable to our investment in Concord and the $11.1 million unrealized loss on securities carried at fair value during the 2009 period.

For the quarter ended March 31, 2010, the Company reported Funds from Operations (FFO) applicable to Common Shares of $7.9 million, or $0.37 FFO per Common Share, compared with a negative FFO of $19.3 million, or $1.22 negative FFO per Common Share, for the quarter ended March 31, 2009. Adjusting FFO for certain items that affect comparability which are listed in the table below, FFO for the quarter ended March 31, 2010 was $7.9 million or $0.37 per Common Share, compared with negative FFO of $4.0 million, or $0.25 negative FFO per Common Share for the quarter ended March 31, 2009.

	Quarter Ended March 31,
(Amounts in thousands)	2010 (Unaudited)		2009 (Unaudited)

FFO applicable to Common Shares (1)	$	7,653	$	(19,299	)

Items that affect comparability (income) expense:
Non-cash asset write-downs:
Provision for loss on loans receivable		-		428
Loan loss and impairments from partially owned entity – Lex-Win Concord		-		20,144
Net gain on extinguishment of debt		-		(5,237	)

Total items that affect comparability		-		15,335

Series C Preferred Share dividend		113		-
Allocation of earnings to Series C Preferred Shares		114		-

FFO as adjusted for comparability	$	7,880	$	(3,964	)

Basic weighted average Common Shares		20,598		15,806
Series C Preferred Shares		789		-
Stock options		2		-
Diluted weighted average Common Shares		21,389		15,806

Per Common Share	$	0.37	$	(0.25	)

(1)

See the Funds From Operations table below for a reconciliation of net income (loss) to FFO for the quarters ended March 31, 2010 and 2009.

______________________

Supplemental Financial Information

Further details regarding financial results, properties and tenants can be accessed at www.winthropreit.com in the Investor Relations section.

Second Quarter 2010 Dividend Declaration

The Company’s Board of Trustees is announcing that it has declared a dividend for the second quarter of 2010 of $0.1625 per Common Share payable on July 15, 2010 to common shareholders of record on June 30, 2010.

The Company also has declared the regular quarterly cash dividend of $0.40625 per Series B-1 Preferred Share and per Series C Preferred Share which is payable on July 29, 2010 to the holders of Series B-1 Preferred Shares or Series C Preferred Shares, as applicable, of record on June 30, 2010.

Conference Call Information

The Company will host a conference call to discuss its first quarter 2010 results today, Thursday, May 6, 2010 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 June 6, 2010 by dialing (877) 660-6853; account #286, confirmation #347486. An online replay will also be available through June 6, 2010.

About Winthrop Realty Trust

Winthrop Realty Trust is a 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

“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. 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 filings with the Securities and Exchange Commission, copies of which may be obtained from the Company or the Securities and Exchange Commission. The Company refers you to the documents filed by the Company from time to time with the Securities and Exchange Commission, specifically the section titled "Risk Factors" in the Company's most recent Annual Report on Form 10-K, as may be updated or supplemented in the Company's Form 10-Q filings, which discuss these and other factors that could adversely affect the Company's results.

Financial Results

Financial results for the three months ended March 31, 2010 and 2009 are as follows (in thousands except per share amounts):

	Three Months Ended March 31,
	2010			2009

Revenue
Rents and reimbursements	$	9,520		$	10,655
Interest and dividends		3,209			1,752
		12,729			12,407

Expenses
Property operating		1,959			1,859
Real estate taxes		720			673
Depreciation and amortization		2,362			2,851
Interest		3,651			4,275
Provision for loss on loans receivable		-			428
General and administrative		1,909			1,442
State and local taxes		15			50
		10,616			11,578

Other income (loss)
Earnings from preferred equity investments		83			1,015
Equity in loss of equity investments		(527	)		(18,163	)
Gain (loss) on sale of securities carried at fair value		695			(87	)
Gain on extinguishment of debt		-			5,237
Unrealized gain (loss) on securities carried at fair value		2,540			(11,148	)
Unrealized loss on loan securities carried at fair value		(613	)		-
Interest income		37			72
		2,215			(23,074	)

Income (loss) from continuing operations		4,328			(22,245	)

Discontinued operations
Income (loss) from discontinued operations		122			(17	)

Consolidated net income (loss)		4,450			(22,262	)
Income attributable to non-controlling interest		(245	)		(171	)
Net income (loss) attributable to Winthrop Realty Trust		4,205			(22,433	)
Income attributable to non-controlling redeemable preferred interest		(113	)		-
Net income (loss) attributable to Common Shares	$	4,092		$	(22,433	)

Comprehensive income (loss)
Consolidated net income (loss)	$	4,450		$	(22,262	)
Change in unrealized gain on available for sale securities		7			2
Change in unrealized gain on interest rate derivative		40			138
Change in unrealized loss from equity investments		-			(197	)
Comprehensive income (loss)	$	4,497		$	(22,319	)

Per Common Share Data – Basic:
Income (loss) from continuing operations	$	0.19		$	(1.42	)
Income from discontinued operations		0.01			-
Net income (loss) attributable to Winthrop Realty Trust	$	0.20		$	(1.42	)

Per Common Share Data – Diluted:
Income (loss) from continuing operations	$	0.19		$	(1.42	)
Income from discontinued operations		0.01			-
Net income (loss) attributable to Winthrop Realty Trust	$	0.20		$	( 1.42	)

Basic Weighted-Average Common Shares		20,598			15,806
Diluted Weighted-Average Common Shares		21,389			15,806

Funds From Operations:

The following presents a reconciliation of net loss to funds from operations for the three months ended March 31, 2010 and 2009 (in thousands, except per share amounts):

	For the Three Months Ended
	March 31,
	2010 (unaudited)			2009 (unaudited)
Basic

Net income (loss) attributable to Winthrop Realty Trust	$	4,205		$	(22,433	)
Real estate depreciation		1,506			1,690
Amortization of capitalized leasing costs		825			1,200
Real estate depreciation and amortization of unconsolidated interests		2,134			1,047
Less: Non-controlling interest share of depreciation and amortization		(785	)		(803	)

Funds from operations		7,885			(19,299	)

Series C Preferred Share dividends		(113	)		-
Allocation of earnings to Series B-1 Preferred Shares		(5	)		-
Allocation of earnings to Series C Preferred Shares		(114	)		-

Funds from operations applicable to Common Shares - Basic	$	7,653		$	(19,299	)

Weighted-average Common Shares		20,598			15,806

Fund from operations per Common Share – Basic	$	0.37		$	(1.22	)

Diluted

Funds from operations		7,885			(19,299	)

Series C Preferred Share dividends		-			-
Allocation of earnings to Series B-1 Preferred Shares		(5	)		-
Allocation of earnings to Series C Preferred Shares		-			-

Funds from operations applicable to Common Shares - Diluted	$	7,880		$	(19,299	)

Basic weighted-average Common Shares		20,598			15,806
Stock options (1)		2			-
Series C Preferred Shares (1)		789			-
Diluted weighted-average Common Shares		21,389			15,806

Fund from operations per Common Share – Diluted	$	0.37		$	(1.22	)

(1)

The Trust’s Series B-1 Preferred Shares were considered anti-dilutive for the three months ended March 31, 2010. The Trust’s Series B-1 Preferred Shares and stock options were considered anti-dilutive for the three months ended March 31, 2009.

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income or loss determined in accordance with Generally Accepted Accounting Principles (“GAAP”), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO and FFO per diluted share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO and FFO per diluted share should be evaluated along with GAAP net income and income per diluted share (the most directly comparable GAAP measures), as well as cash flow from operating activities, investing activities and financing activities, in evaluating the operating performance of equity REITs. FFO and FFO per diluted share exclude the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, these non-GAAP measures can facilitate comparisons of operating performance between periods and among other equity REITs. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as disclosed in the Company’s Consolidated Statements of Cash Flows. FFO should not be considered as an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flows as a measure of liquidity. In addition to FFO, the Company also discloses FFO before certain items that affect comparability. Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, the Company believes it provides a meaningful presentation of operating performance. A reconciliation of net income to FFO is provided above. In addition, a reconciliation of FFO to FFO before certain items that affect comparability is provided above in this press release.

Consolidated Balance Sheets:

(in thousands, except share data)

	March 31,			December 31,
	2010			2009

ASSETS
Investments in real estate, at cost
Land	$	20,659		$	20,659
Buildings and improvements		229,046			228,419
		249,705			249,078
Less: accumulated depreciation		(32,775	)		(31,269	)
Investments in real estate, net		216,930			217,809

Cash and cash equivalents		76,591			66,493
Restricted cash held in escrows		7,753			9,505
Loans receivable, net		25,516			26,101
Accounts receivable, net of allowances of $545 and $565, respectively		13,245			14,559
Securities carried at fair value		45,528			52,394
Loan securities carried at fair value		1,048			1,661
Available for sale securities, net		210			203
Preferred equity investment		3,992			4,012
Equity investments		73,010			73,207
Lease intangibles, net		23,926			22,666
Deferred financing costs, net		1,370			1,495
Assets held for sale		3,134			3,087
TOTAL ASSETS	$	492,253		$	493,192

LIABILITIES
Mortgage loans payable	$	214,977		$	216,767
Series B-1 Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference; 852,000 shares authorized and outstanding at March 31, 2010 and December 31, 2009, respectively		21,300			21,300
Accounts payable and accrued liabilities		6,722			7,401
Dividends payable		3,474			3,458
Deferred income		43			48
Below market lease intangibles, net		2,679			2,849
TOTAL LIABILITIES		249,195			251,823

COMMITMENTS AND CONTINGENCIES

NON-CONTROLLING REDEEMABLE PREFERRED INTEREST
Series C Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference, 144,000 and 544,000 shares authorized and outstanding at March 31, 2010 and December 31, 2009, respectively		3,221			12,169
Total non-controlling redeemable preferred interest		3,221			12,169

EQUITY
Winthrop Realty Trust Shareholder’s Equity:
Common Shares, $1 par, unlimited shares authorized; 21,137,268 and 20,375,483 issued and outstanding at March 31, 2010 and December 31, 2009, respectively		21,137			20,375
Additional paid-in capital		506,876			498,118
Accumulated distributions in excess of net income		(300,660	)		(301,317	)
Accumulated other comprehensive loss		(40	)		(87	)
Total Winthrop Realty Trust Shareholder’s Equity		227,313			217,089
Non-controlling interests		12,524			12,111
Total Equity		239,837			229,200
TOTAL LIABILITIES AND EQUITY	$	492,253		$	493,192

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 March 31, 2010 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

EX-99.2 3 e606916_ex99-2.htm Unassociated Document

Winthrop Realty Trust

Supplemental Operating and Financial Data

For the Three Months Ended March 31, 2010

WINTHROP REALTY TRUST

SUPPLEMENTAL REPORTING PACKAGE

Table of Contents

Consolidated Balance Sheets	1
Consolidated Statements of Operations and Comprehensive Income	2-3
Funds from Operations Analysis	4
Consolidated Statements of Cash Flows	5-6
Selected Balance Sheet Account Detail	7
Schedule of Loans Receivable and Loan Securities	8
Schedule of Capitalization, Dividends and Liquidity	9
Net Operating Income from Consolidated Properties	10
Consolidated Properties – Selected Property Data	11-13
Equity Investments – Selected Property Data	14-15
Consolidated Properties – Operating Summary	16
Equity Investments – Operating Summary	17
Reconciliation of Non-GAAP financial measures of income to net loss attributable to Common Shares	18
Definitions	19
Investor Information	20

Forward-Looking Statements - This supplemental reporting package contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words "assumes," "believes," "estimates," "expects," "guidance," "intends," “plans,” projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the control of Winthrop Realty Trust (the “Trust”) and could materially affect actual results, performance or achievements. These factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the ability of our joint venture partners to satisfy their obligations, the costs and availability of financing, the effects of local economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Trust's accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Trust’s filings with the Securities and Exchange Commission. The Trust does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures - It is important to note that throughout this presentation management makes references to non-GAAP financial measures, an example of which is Funds from Operations (“FFO”). Reconciliations and definitions for these non-GAAP financial measures are provided within this document.

WINTHROP REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	March 31,			December 31,
	2010			2009
ASSETS
Investments in real estate, at cost
Land	$	20,659		$	20,659
Buildings and improvements		229,046			228,419
		249,705			249,078
Less: accumulated depreciation		(32,775	)		(31,269	)
Investments in real estate, net		216,930			217,809

Cash and cash equivalents		76,591			66,493
Restricted cash held in escrows		7,753			9,505
Loans receivable, net		25,516			26,101
Accounts receivable, net of allowances of $545 and $565, respectively		13,245			14,559
Securities carried at fair value		45,528			52,394
Loan securities carried at fair value		1,048			1,661
Available for sale securities, net		210			203
Preferred equity investment		3,992			4,012
Equity investments		73,010			73,207
Lease intangibles, net		23,926			22,666
Deferred financing costs, net		1,370			1,495
Assets held for sale		3,134			3,087
TOTAL ASSETS	$	492,253		$	493,192

LIABILITIES
Mortgage loans payable	$	214,977		$	216,767
Series B-1 Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference; 852,000 shares authorized and outstanding at March 31, 2010 and December 31, 2009		21,300			21,300
Accounts payable and accrued liabilities		6,722			7,401
Dividends payable		3,474			3,458
Deferred income		43			48
Below market lease intangibles, net		2,679			2,849
TOTAL LIABILITIES		249,195			251,823

COMMITMENTS AND CONTINGENCIES

NON-CONTROLLING REDEEMABLE PREFERRED INTEREST
Series C Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference, 144,000 and 544,000 shares authorized and outstanding at March 31, 2010 and December 31, 2009, respectively		3,221			12,169
Total non-controlling redeemable preferred interest		3,221			12,169

EQUITY
Winthrop Realty Trust Shareholders’ Equity:
Common Shares, $1 par, unlimited shares authorized; 21,137,268 and 20,375,483 issued and outstanding at March 31, 2010 and December 31, 2009, respectively		21,137			20,375
Additional paid-in capital		506,876			498,118
Accumulated distributions in excess of net income		(300,660	)		(301,317	)
Accumulated other comprehensive loss		(40	)		(87	)
Total Winthrop Realty Trust Shareholders’ Equity		227,313			217,089
Non-controlling interests		12,524			12,111
Total Equity		239,837			229,200
TOTAL LIABILITIES AND EQUITY	$	492,253		$	493,192

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31, 2010			March 31, 2009			December 31, 2009
Revenue
Rents and reimbursements	$	9,520		$	10,655		$	9,558
Interest and dividends		3,209			1,752			874
		12,729			12,407			10,432
Expenses
Property operating		1,959			1,859			1,550
Real estate taxes		720			673			573
Depreciation and amortization		2,362			2,851			2,647
Interest		3,651			4,275			3,919
Impairment loss on investments in real estate		-			-			10,000
Provision for loss on loans receivable		-			428			-
General and administrative		1,909			1,442			2,166
State and local taxes		15			50			(54	)
		10,616			11,578			20,801
Other income (loss)
Earnings from preferred equity investments		83			1,015			-
Equity in loss of equity investments		(527	)		(18,163	)		(2,891	)
Gain (loss) on sale of securities carried at fair value		695			(87	)		2,142
Gain on extinguishment of debt		-			5,237			1,164
Unrealized gain (loss) on securities carried at fair value		2,540			(11,148	)		3,852
Unrealized loss on loan securities carried at fair value		(613	)		-			-
Interest income		37			72			27
		2,215			(23,074	)		4,294

Income (loss) from continuing operations		4,328			(22,245	)		(6,075	)

Discontinued operations
Income (loss) from discontinued operations		122			(17	)		274
Gain on extinguishment of debt		-			-			292
		122			(17	)		566

Consolidated net income (loss)		4,450			(22,262	)		(5,509	)
Income attributable to non-controlling interest		(245	)		(171	)		(366	)
Net income (loss) attributable to Winthrop Realty Trust		4,205			(22,433	)		(5,875	)
Income attributable to non-controlling redeemable preferred interest		(113	)		-			(147	)
Net income (loss) attributable to Common Shares	$	4,092		$	(22,433	)	$	(6,022	)

Comprehensive income (loss)
Consolidated net income (loss)	$	4,450		$	(22,262	)	$	(5,509	)
Change in unrealized gain (loss) on available for sale securities		7			2			(2	)
Change in unrealized gain on interest rate derivative		40			138			137
Change in unrealized loss from equity investments		-			(197	)		-
Comprehensive income (loss)	$	4,497		$	(22,319	)	$	(5,374	)

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data, continued)

(Unaudited)

	Three Months Ended
	March 31, 2010		March 31, 2009			December 31, 2009

Per Common Share data - Basic
Income (loss) from continuing operations	$	0.19	$	(1.42	)	$	(0.37	)
Income from discontinued operations		0.01		-			0.03
Net income (loss) attributable to Winthrop Realty Trust	$	0.20	$	(1.42	)	$	(0.34	)

Per Common Share data - Diluted
Income (loss) from continuing operations	$	0.19	$	(1.42	)	$	(0.37	)
Income from discontinued operations		0.01		-			0.03
Net income (loss) attributable to Winthrop Realty Trust	$	0.20	$	(1.42	)	$	(0.34	)

Basic Weighted-Average Common Shares		20,598		15,806			17,608
Diluted Weighted-Average Common Shares		21,389		15,806			17,608

WINTHROP REALTY TRUST

FUNDS FROM OPERATIONS ANALYSIS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31,
	2010			2009

Reconciliation of Net Income (Loss) to Funds from Operations (FFO):
Net income (loss) attributable to Winthrop Realty Trust	$	4,205		$	(22,433	)
Real estate depreciation		1,506			1,690
Amortization of capitalized leasing costs		825			1,200
Real estate depreciation and amortization of unconsolidated interests		2,134			1,047
Less: Non-controlling interest share of depreciation and amortization		(785	)		(803	)
Funds from operations	$	7,885		$	(19,299	)

Reconciliation of Weighted Average Common Shares to Diluted Weighted Average Common Shares:
Weighted-average Common Shares		20,598			15,806
Stock options (1)		2			-
Series C Preferred Shares (1)		789			-
Diluted weighted-average Common Shares		21,389			15,806

Basic
Funds from operations		7,885			(19,299	)
Series C Preferred Share dividends		(113	)		-
Allocation of earnings to Series B-1 Preferred Shares		(5	)		-
Allocation of earnings to Series C Preferred Shares		(114	)		-
FFO applicable to Common Shares - Basic	$	7,653		$	(19,299	)
Weighted-average Common Shares		20,598			15,806
FFO Per Common Shares - Basic	$	0.37		$	(1.22	)

Diluted
Funds from operations	$	7,885		$	(19,299	)
Allocation of earnings to Series B-1 Preferred Shares		(5	)		-
FFO applicable to Common Shares - Diluted	$	7,880		$	(19,299	)
Diluted weighted-average Common Shares		21,389			15,806
FFO Per Common Shares - Diluted	$	0.37		$	(1.22	)

Adjusted for comparability
Funds from operations	$	7,880		$	(19,299	)
Items that affect comparability (income) expense:
Non-cash asset write-downs:
Provision for loss on loans receivable		-			428
Loan loss and impairments from partially owned entity – Lex-Win Concord		-			20,144
Net gain on extinguishment of debt		-			(5,237	)
FFO as adjusted for comparability	$	7,880		$	(3,964	)
Diluted weighted-average Common Shares		21,389			15,806
FFO Per Common Share adjusted for comparability	$	0.37		$	(0.25	)

(1)	The Trust's Series B-1 Preferred Shares and stock options were considered anti-dilutive for the three months ended March 31, 2009. The Trust's Series B-1 Preferred Shares were considered anti-dilutive for the three months ended March 31, 2010.

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2010			2009
Cash flows from operating activities
Net income (loss)	$	4,450		$	(22,262	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)		1,644			1,892
Amortization of lease intangibles		654			1,313
Straight-lining of rental income		599			324
Earnings of preferred equity investments		(83	)		(1,015	)
Distributions from preferred equity investments		103			1,060
Losses of equity investments		527			18,163
Distributions from equity investments		590			343
Restricted cash held in escrows		1,745			714
(Gain) loss on sale of securities carried at fair value		(695	)		87
Unrealized (gain) loss on securities carried at fair value		(2,540	)		11,148
Unrealized loss on loan securities carried at fair value		613			-
Gain on extinguishment of debt		-			(5,237	)
Provision for loss on loan receivable		-			428
Tenant leasing costs		(2,131	)		(454	)
Bad debt (recovery) expense		(20	)		65
Net change in interest receivable		5			4
Net change in loan discount accretion		(1,741	)		-
Net change in other operating assets and liabilities		151			(604	)
Net cash provided by operating activities		3,871			5,969

Cash flows from investing activities
Investments in real estate		(687	)		(495	)
Investment in equity investments		(920	)		-
Purchase of securities carried at fair value		(1,306	)		(25,668	)
Proceeds from sale of securities carried at fair value		11,407			6,967
Restricted cash held in escrows		(30	)		2,635
Issuance and acquisition of loans receivable		(679	)		(1,596	)
Proceeds from sale of loans receivable		3,000			-
Collection of loans receivable		-			5,300
Net cash provided by (used in) investing activities		10,785			(12,857	)

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, continued)

(Unaudited)

	Three Months Ended March 31,
	2010			2009
Cash flows from financing activities
Proceeds from mortgage loans payable		-			49
Principal payments of mortgage loans payable		(1,790	)		(1,486	)
Restricted cash held in escrows		37			5,293
Payments of note payable		-			(9,800	)
Deferred financing costs		(13	)		-
Contribution from non-controlling interest		288			63
Distribution to non-controlling interest		(120	)		(130	)
Issuance of Common Shares under Dividend Reinvestment Plan		572			665
Dividend paid on Common Shares		(3,311	)		(5,934	)
Dividend paid on Series C Preferred Shares		(221	)		-
Net cash used in financing activities		(4,558	)		(11,280	)

Net increase (decrease) in cash and cash equivalents		10,098			(18,168	)
Cash and cash equivalents at beginning of period		66,493			59,238
Cash and cash equivalents at end of period	$	76,591		$	41,070

Supplemental Disclosure of Cash Flow Information
Interest paid	$	3,687		$	4,593

Taxes paid	$	11		$	30

Supplemental Disclosure on Non-Cash Investing and Financing Activities
Dividends accrued on Common Shares	$	3,435		$	3,971
Dividends accrued on Series C Preferred Shares	$	39		$	-
Capital expenditures accrued	$	141		$	158
Redemption of Series B-1 Preferred Shares	$	-		$	(17,081	)
Deposit on redemption of Series B-1 Preferred Shares	$	-		$	17,081

WINTHROP REALTY TRUST

SELECTED BALANCE SHEET ACCOUNT DETAIL

(In thousands)

(Unaudited)

	March 31, 2010			December 31, 2009
Operating Real Estate
Land	$	20,659		$	20,659
Buildings and improvements
Buildings		217,793			217,793
Building improvements		7,446			6,819
Tenant improvements		3,807			3,807
		249,705			249,078
Accumulated depreciation and amortization		(32,775	)		(31,269	)
Total Operating Real Estate	$	216,930		$	217,809

Accounts Receivable
Straight-line rent receivable	$	8,342		$	8,941
Other		4,903			5,618
Total Accounts Receivable	$	13,245		$	14,559

Securities Carried at Fair Value
Debentures	$	17,510		$	18,794
Preferred Shares		26,419			23,950
Common Shares		1,599			9,650
Total Securities Carried at Fair Value	$	45,528		$	52,394

Equity Investments
Marc Realty Portfolio	$	58,070		$	57,560
Sealy Ventures Properties		14,940			15,647
Total Equity Investments	$	73,010		$	73,207

Non-Controlling Interests
Westheimer (Houston, TX)	$	9,052		$	8,840
River City / Marc Realty (Chicago, IL)		2,399			2,084
Ontario / Marc Realty (Chicago, IL)		696			801
1050 Corporetum / Marc Realty ( Lisle, IL)		377			386
Total Non-Controlling Interests	$	12,524		$	12,111

The listing above provides detail for only certain balance sheet line items presented on Winthrop Realty Trust's Consolidated Balance Sheets for three months ended March 31, 2010 and the year ended December 31, 2009 (the "Balance Sheet"). See page 1 of this supplement for all Balance Sheet line items.

WINTHROP REALTY TRUST

SCHEDULE OF LOANS RECEIVABLE AND LOAN SECURITIES

(In thousands)

(Unaudited)

Loans Receivable	Asset Type	Location	Interest Rate	(000's) Carrying Amount (1) March 31, 2010	(000's) Par Value		Maturity Date (2)	(000's) Senior Debt (3)
Mezzanine (4)	Office	Chicago, IL	8.50%	$ 805	$ 793		12/31/16	$ 18,396
B Note	Office	San Francisco, CA	(5)	4,724	38,796	(6)	06/09/13	35,000
Mezzanine	Office	San Francisco, CA	15.00%	1,817	1,800		06/09/13	73,796
B Note	Office	Phoenix, AZ	(7)	2,487	4,219	(8)	06/09/12	3,000
Mezzanine	Mixed use	New York, NY	6.79%	2,383	3,500		07/11/17	22,500
B Note	Hotel	Beverly Hills, CA	Libor + 1.74%	5,911	10,000		08/09/13	165,999
B Note	Retail	New York, NY	Libor + 1.50%	7,389	15,000		11/01/11	81,559
				$ 25,516	$ 74,108
Loan Securities Carried at Fair Value
Rake Bonds	Office	Burbank, CA	(9)	$ 851	$ 6,364		12/01/10	$ 15,666
CMBS	Various	Various	Libor + 1.75%	197	1,140		07/12/12	1,496,206
			Totals	$ 1,048	$ 7,504

(1)	Carrying amount includes accrued interest of $192 and accretion of discount of $2,762.

(2)	After giving effect to all contractual extensions.

(3)	Debt secured by the underlying property which is senior to our loan.

(4)	Represents a tenant improvement and capital expenditure loans.

(5)

The Trust holds a B Note in this loan. Interest on the B Note equals the difference between (i) interest on the entire outstanding loan principal balance ($73,796 at March 31, 2010) at a rate of 6.48215% per annum less (ii) interest payable on the outstanding principal balance of the A Note ($35,000 at March 31, 2010) at a rate of 9.75% per annum. As a result, the effective yield on the Trust’s $3,410 cash investment is 40.8%.

(6)	The B Note may be satisfied at a discounted payoff amount of $15,000.

(7)

The Trust holds a B Note in this loan. Interest on the B Note equals the difference between (i) interest on the entire outstanding loan principalbalance ($7,219 at March 31, 2010) at a rate of 9.8375% per annum less (ii) interest payable on the outstanding principal balance of the A Note ($3,000 at March 31, 2010) at a rate of 8.0% per annum. As a result, the effective yield on the Trust’s $2,460 cash investment is 19.4%.

(8)	The B Note may be satisfied at a discounted payoff amount of $2,500.

(9)	Ranges from Libor + 0.65% to Libor + 1.60%.

WINTHROP REALTY TRUST

SCHEDULE OF CAPITALIZATION, DIVIDENDS AND LIQUIDITY

(In thousands, except per share data)

	March 31, 2010		December 31, 2009
Debt:
Mortgage loans payable	$	214,977	$	216,767
Series B-1 Cumulative Convertible Redeemable Preferred Shares		21,300		21,300
Total Debt		236,277		238,067

Non-Controlling Redeemable Preferred Interest:
Series C Cumulative Convertible Redeemable Preferred Shares		3,221		12,169

Equity:
Common Shares (21,137,268 shares outstanding)		227,313		217,089
Non-controlling interests		12,524		12,111
Total Equity		239,837		229,200

Total Capitalization	$	479,335	$	479,436

	March 31, 2010		December 31, 2009
Liquidity and Credit Facility:
Cash and cash equivalents	$	76,591	$	66,493
Securities carried at fair value		45,528		52,394
Available for sale securities, net		210		203
Available under line of credit		35,000		35,000
Total Liquidity and Credit Facility	$	157,329	$	154,090

WINTHROP REALTY TRUST

NET OPERATING INCOME FROM CONSOLIDATED PROPERTIES

(In thousands)

(Unaudited)

	Three Months Ended
	March 31, 2010			March 31, 2009			December 31, 2009
Rents and reimbursements
Minimum rent	$	9,110		$	10,070		$	8,659
Deferred rents (straight-line)		(599	)		(325	)		767
Recovery income		941			1,107			472
Less:
Above and below market rents		154			(128	)		(143	)
Lease concessions and abatements		(86	)		(69	)		(197	)
Total rents and reimbursements		9,520			10,655			9,558

Rental property expenses
Property operating		1,959			1,859			1,550
Real estate taxes		720			673			573
Total rental property expenses		2,679			2,532			2,123

Net operating income (1)
from consolidated properties	$	6,841		$	8,123		$	7,435

(1)	See definition of non-GAAP measure of Net Operating Income on page 19 of the supplemental package.

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA

March 31, 2010 (Unaudited)

Description and Location	Year Acquired	Trust’s Ownership			Rentable Square Feet		% Leased			Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance			Debt Maturity & Int Rate


Retail
Atlanta, GA	2004		100	%		61,000		100	%	The Kroger Co. (2016/2026)		61,000	$	4,015	Ground Lease		(1	)		(1	)

Denton, TX (3)	2004		100	%		48,000		100	%	The Kroger Co. (2010)		48,000		1,364	Land Estate		(1	)		(1	)

Greensboro, NC	2004		100	%		47,000		100	%	The Kroger Co. (2017/2037)		47,000		3,290	Ground Lease		(1	)		(1	)

Knoxville, TN (3)	2004		100	%		43,000		100	%	The Kroger Co. (2010)		43,000		1,839	Land Estate		(1	)		(1	)

Lafayette, LA (3)	2004		100	%		46,000		100	%	The Kroger Co. (2010)		46,000		1	Ground Lease		(1	)		(1	)

Louisville, KY	2004		100	%		47,000		100	%	The Kroger Co. (2015/2040)		47,000		2,359	Land Estate		(1	)		(1	)

Memphis, TN	2004		100	%		47,000		100	%	The Kroger Co. (2015/2040)		47,000		660	Land Estate		(1	)		(1	)

Seabrook TX	2004		100	%		53,000		100	%	The Kroger Co. (2015/2040)		53,000		1,208	Land Estate		(1	)		(1	)

Sherman, TX (3)	2004		100	%		46,000		100	%	The Kroger Co. (2010)		46,000		859	Land Estate		(1	)		(1	)

St. Louis, MO (3)	2004		100	%		46,000		100	%	The Kroger Co. (2010)		46,000		713	Land Estate		(1	)		(1	)

Subtotal Retail						484,000								16,308			23,455			(1	)

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

March 31, 2010 (Unaudited)

Description and Location	Year Acquired	Trust’s Ownership			Rentable Square Feet		% Leased			Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance			Debt Maturity & Int Rate
Office
Amherst, NY (2)	2005		100	%		200,000		100	%	Ingram Micro Systems (2013/2023)		200,000	$	17,421	Fee	$	16,423		10/2013 5.65%

Andover, MA	2005		100	%		93,000		100	%	PAETEC Comm. (2022/2037)		93,000		4,774	Ground Lease		6,233		03/2011 6.6%

Chicago, IL	2005		80	%		126,000		86	%	The Gettys Group (2011/2016)		16,000		22,302	Fee		21,043		03/2016 5.75%
(Ontario / Marc Realty)										River North Surgery (2015/ n/a)		15,000

Chicago, IL	2007		60	%		253,000		76	%	Bally Total Fitness (2011/2021)		55,000		13,208	Fee		9,100		04/2012 6%
(River City / Marc Realty )										MCI d/b/a Verizon (2019/2023)		37,000

Houston, TX	2004		8	%		614,000		100	%	Spectra Energy (2018/2028)		614,000		61,214	Fee		63,035		04/2016 6.4%

Indianapolis, IN (Circle Tower)	1974		100	%		111,000		85	%	No Tenants Over 10%		-		4,303	Fee		4,298		04/2015 5.82%

Lisle, IL	2006		100	%		169,000		66	%	United Healthcare (2014/ n/a)		41,000		18,741	Fee		17,110		06/2016 6.26%
										IPSCO Enterprises (2010/2020)		22,000

Lisle, IL	2006		100	%		67,000		85	%	T Systems, Inc. (2010/2015)		35,000		8,290	Fee		6,989		06/2016 6.26%
										ABM Janitorial MW (2012/2014)		11,000
										Zenith Insurance (2010/2013)		10,000

Lisle, IL (Marc Realty)	2006		60	%		54,000		100	%	Ryerson (2018/2028)		54,000		3,737	Fee		5,600		03/2017 5.55%

Orlando, FL	2004		100	%		256,000		100	%	Siemens Real Estate, Inc. (2017/2042)		256,000		14,967	Ground Lease		39,020		07/2017 6.4%

Plantation, FL	2004		100	%		133,000		100	%	BellSouth (2020/2035)		133,000		7,735	Land Estate		(1	)	(1)

South Burlington, VT	2005		100	%		56,000		100	%	Fairpoint Comm. (2014/2029)		56,000		2,771	Ground Lease		2,671		03/2011 6.6%

Subtotal - Office						2,132,000								179,463			191,522

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

March 31, 2010 (Unaudited)

Description and Location	Year Acquired	Trust’s Ownership			Rentable Square Feet		% Leased			Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance			Debt Maturity & Int Rate

Other
Warehouse
Jacksonville, FL	2004		100	%		587,000		100	%	Football Fanatics (2015/2024)		558,000		10,433	Fee		(1	)		(1	)

Mixed Use
Churchill, PA	2004		100	%		1,008,000		100	%	Viacom, Inc. (2010/2040)		1,008,000		10,726	Ground Lease		(1	)		(1	)

Subtotal - Other						1,595,000								21,159			(1	)
Total Consolidated Properties						4,211,000							$	216,930		$	214,977

(1)

Our retail properties and our properties located in Churchill, PA, Plantation, FL, and Jacksonville, FL collateralized $23,455,000 of mortgage debt at an interest rate of LIBOR + 1.75% which matures in June 2010. In April 2010, we notified our lender of our intent to exercise our one year option through June 2011 on this mortgage loan.

(2)	Represents 2 separate buildings. The ground underlying the properties is leased to us by the local development authority pursuant to a ground lease which requires no payment. Effective October 31, 2013, legal title to these properties will vest in us.

(3)	The tenant has sent notification that they will not be exercising their renewal option upon expiration of current lease term.

WINTHROP REALTY TRUST

EQUITY INVESTMENTS – SELECTED PROPERTY DATA

March 31, 2010 (Unaudited)

Description and Location	Year Acquired	Trust’s Ownership			Rentable Sq Feet		% Leased			Major Tenants (Lease /Options Expirations)	Major Tenants’ Sq. Feet.		($000's) Equity Investment Balance		Ownership of Land	($000's) Debt Balance (1)			Debt Maturity & Int Rate
Marc Realty Portfolio - Equity Investments
8 South Michigan, Chicago, IL	2005		50	%		174,000		95	%	No tenants over 10%		-	$	6,976	Ground Lease	$	4,057		08/2011 6.87%

11 East Adams, Chicago, IL	2005		49	%		161,000		80	%	IL School of Health (2015/2020)		28,700		2,971	Fee		10,000		08/2011 Libor + 2%

29 East Madison, Chicago, IL	2005		50	%		235,000		95	%	Computer Systems Institute (2020/2030)		25,000		7,766	Fee		11,584		05/2013 5.20%

30 North Michigan, Chicago, IL	2005		50	%		221,000		92	%	No tenants over 10%		-		12,008	Fee		13,360		08/2014 5.99%

223 West Jackson, Chicago, IL	2005		50	%		168,000		80	%	Intertrack Partners (2010/2017)		27,400		7,288	Fee		8,101		06/2012 6.92%

4415 West Harrison, Hillside, IL	2005		50	%		192,000		71	%	North American Medical Mgmt (2015/2020)		21,200		6,023	Fee		5,000		12/2017 5.62%

2000-60 Algonquin, Schaumburg, IL	2005		50	%		101,000		56	%	Landmark Merchant (2010/2011)		10,300		1,547	Fee		(2	)	02/2013 Libor + 2.75%%

1701 E. Woodfield, Schaumburg, IL	2005		50	%		175,000		83	%	No tenants over 10%		-		1,534	Fee		10,447		05/2011 5.73%

2720 River Rd, Des Plaines, IL	2005		50	%		108,000		80	%	No tenants over 10%		-		4,099	Fee		2,686		10/2012 6.095%

3701 Algonquin, Rolling Meadows IL	2005		50	%		193,000		79	%	ISACA (2018/2024)		23,400		2,958	Fee		10,485		02/2013 Libor + 2.75%
										Relational Funding (2013/ n/a)		19,900

2205-55 Enterprise, Westchester, IL	2005		50	%		130,000		95	%	Consumer Portfolio (2014/2019)		18,900		3,167	Fee		(2	)	02/2013 Libor + 2.75%

900-910 Skokie, Northbrook, IL	2006		50	%		119,000		79	%	MIT Financial Group (2016/ n/a)		12,600		1,733	Fee		5,480		02/2011 Libor + 2%

Subtotal - Marc Realty Portfolio						1,977,000								58,070			94,300

(Continued on next page)

WINTHROP REALTY TRUST

EQUITY INVESTMENTS – SELECTED PROPERTY DATA (Continued)

For the Three Months Ended March 31, 2010 (Unaudited)

Description and Location	Year Acquired	Trust’s Ownership			Rentable Sq Feet		% Leased			Major Tenants (Lease /Options Expirations)	Major Tenants’ Sq. Feet.		($000's) Equity Investment Balance		Ownership of Land	($000's) Debt Balance (1)		Debt Maturity & Int Rate
Sealy Venture Properties - Equity Investments
Atlanta, GA (4) (Northwest Atlanta)	2006		60	%		472,000		70	%	Original Mattress (2020/2025)		57,000	$	3,014	Fee	$	28,750	01/2012 5.7%

Atlanta, GA (3) (Newmarket)	2008		68	%		470,000		80	%	Alere Health (2011/ n/a)		76,000		7,621	Fee		37,000	11/2016 6.12%
										West Asset Mgmnt (2010 / n/a)		54,000

Nashville, TN (5) (Airpark)	2007		50	%		1,155,000		86	%	No tenants over 10%		-		4,305	Fee		74,000	05/2012 5.77%

Subtotal - Sealy Venture Properties						2,097,000								14,940			139,750

Total Equity Investment Properties						4,074,000							$	73,010		$	234,050

(1)	Debt balance shown represents 100% of the debt encumbering the properties.

(2)	Both the 2000-60 Algonquin and 2205-55 Enterprise Road Marc Realty properties are cross collateralized by a mortgage of $13,100,000 which is included in total Debt Balance.

(3)	Equity investment in Sealy Newmarket consists of six flex/office campus style properties

(4)	Equity investment in Sealy Northwest Atlanta consists of 12 flex/office properties

(5)	Equity investment in Sealy Airpark consists of 13 light distribution and service center properties.

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - OPERATING SUMMARY

For the Three Months Ended March 31, 2010

(In thousands, except for Number of Properties and Square Footage)

(Unaudited)

Description	% Owned	Number of Properties	Square Footage	Rents and Reimburse-ments	Operating Expenses	Real Estate Taxes	Net Operating Income (1)	Interest Expense	Impair-ment	Depreciation & Amortization	(Income)Loss Attributable to Non-controlling Interest	WRT's share Net Income / (Loss) from Consolidated Properties (1)
100% Owned Consolidated Properties
Retail	100%	10	484,000	$ 597	$ 15	$ -	$ 582	$ -	$ -	$ 63	$ -	$ 519
Office	100%	8	1,085,000	3,474	924	250	2,300	1,470	-	1,012	-	(182)
Other	100%	2	1,595,000	1,047	115	53	879	-	-	101	-	778
		20	3,164,000	5,118	1,054	303	3,761	1,470	-	1,176	-	1,115
Partially Owned Consolidated Properties
Chicago, IL (Ontario/Marc Realty)	80%	1	126,000	1,202	359	210	633	306	-	259	(14)	54
Chicago, IL (River City/Marc Realty)	60%	1	253,000	1,029	454	174	401	141	-	191	(28)	41
Houston, TX (Multiple LP's)	8%	1	614,000	1,952	3	-	1,949	1,013	-	698	(212)	26
Lisle, IL (Marc Realty)	60%	1	54,000	219	89	33	97	81	-	38	9	(13)
		4	1,047,000	4,402	905	417	3,080	1,541	-	1,186	(245)	108
KeyBank mortgage loan interest expense (2)		-	-	-	-	-	-	181	-	-	-	(181)
Total Consolidated Properties		24	4,211,000	$ 9,520	$ 1,959	$ 720	$ 6,841	3,192	$ -	$ 2,362	$ (245)	$ 1,042
Series B-1 Preferred interest expense (3)								391
Other								68
Total								$ 3,651

(1)	See definition of Net Operating Income and Net Income from Consolidated Properties on page 19 of the supplemental package.

(2)	Represents interest expense on a mortgage loan made by KeyBank collateralized by our retail properties, our Churchill, PA, Orlando, FL, and Plantation, FL properties.

(3)	Represents interest expense on our Series B-1 Preferred Shares treated as debt for GAAP purposes.

WINTHROP REALTY TRUST

EQUITY INVESTMENTS - OPERATING SUMMARY

For the Three Months Ended March 31, 2010

(In thousands, except for Number of Properties and Square Footage)

(Unaudited)

Venture	Number of Properties	Square Footage	Rents and Reimburse-ments	Operating Expenses	Real Estate Taxes	Net Operating Income (2)	Interest Expense	Other Income (Expense)	Depreciation & Amortization	Net Income / (Loss) from Equity Investments	WRT' S Share of Net Income / (Loss) from Equity Investments
Marc Realty Portfolio	12	1,977,000	10,067	4,300	1,482	4,285	1,152	(496)	2,339	298	148
Sealy Venture Portfolio	3	2,097,000	4,370	957	447	2,966	2,058	(228)	1,712	(1,032)	(603)
Total Equity Investment Properties	15	4,074,000	$ 14,437	$ 5,257	$1,929	$ 7,251	$ 3,210	$ (724)	$ 4,051	$ (734)	(455)

Amortization of Marc Realty Portfolio basis differential (1)											(72)
Impairment of Marc Realty Portfolio equity investment											-
Equity in loss of equity investments											$ (527)

(1)

This amount represents the aggregate difference between the Trust’s historical cost basis and the basis reflected at the equity investment level, which is typically amortized over the life of the related assets and liabilities. The basis differentials are the result of other-than-temporary impairments at the investment level and a reallocation of equity at the venture level as a result of the restructuring.

(2)	See definition of Net Operating Income on page 19 of the supplemental package.

WINTHROP REALTY TRUST

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES OF INCOME TO

NET LOSS ATTRIBUTABLE TO COMMON SHARES

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,			March 31,			December 31.
	2010			2009			2009

NOI from consolidated properties (1), (4)		6,841			8,123			7,435

Less:
Interest expense		(3,192	)		(3,547	)		(3,377	)
Depreciation and amortization		(2,362	)		(2,851	)		(2,647	)
Impairment loss on investments in real estate		-			-			(10,000	)
Income attributable to non-controlling interest		(245	)		(171	)		(366	)
WRT share of income (loss) from consolidated properties (2), (4)		1,042			1,554			(8,955	)

Equity in loss of equity investments (3)		(527	)		(18,163	)		(2,891	)

Add:
Earnings from preferred equity investments		83			1,015			-
Interest and dividend income		3,209			1,752			874
Gain on sale of securities carried at fair value		695			-			2,142
Gain on early extinguishment of debt		-			5,237			1,164
Unrealized gain on securities carried at fair value		2,540			-			3,852
Interest income		37			72			27
State and local tax refunds		-			-			54
Income from discontinued operations		122			-			566

Less:
Series B-1 Preferred interest expense		(391	)		(660	)		(474	)
Provision for loss on loan receivable		-			(428	)		-
General and administrative		(1,909	)		(1,442	)		(2,166	)
State and local tax expense		(15	)		(50	)		-
Loss on sale of securities carried at fair value		-			(87	)		-
Unrealized loss on loan securities carried at fair value		(613	)		-			-
Unrealized loss on securities carried at fair value		-			(11,148	)		-
Interest expense - other		(68	)		(68	)		(68	)
Series C preferred interest		(113	)		-			(147	)
Loss on discontinued operations		-			(17	)		-
Net income (loss) attributable to Common Shares	$	4,092		$	(22,433	)	$	(6,022	)

(1)	See detail on page 10 of the supplemental package.

(2)	See detail for the three months ended March 31, 2010 on page 16 of the supplemental package.

(3)	See detail for the three months ended March 31, 2010 on page 17 of the supplemental package.

(4)	See definitions for non-GAAP measures on page 19 of the supplemental package.

WINTHROP REALTY TRUST

DEFINITIONS

Funds From Operations (FFO):

Net Operating Income (NOI):

Net operating income is a non-GAAP measure equal to rental revenues less operating expenses and real estate taxes in our Operating Property business segment. We believe NOI is a useful measure for evaluating operating performance of our Operating Property business segment. We believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Net Income from Consolidated Properties:

Net Income from Consolidated Properties is a non-GAAP measure equal to NOI less interest, depreciation, impairments and other corporate general administrative expenses related to consolidated properties less income attributable to non-controlling interests. We believe Net Income from Consolidated Properties is a useful measure for evaluating operating performance of our Operating Properties business segment. Net Income from Consolidated Properties presented by us may not be comparable to Net Income from Consolidated Properties reported by other REITs that define it differently. We believe that in order to facilitate a clear understanding of our operating results, Net Income from Consolidated Properties should be examined in conjunction with net income as presented in our consolidated financial statements. Net Income from Consolidated Properties should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Investor Information

Transfer Agent		Investor Relations
Computershare Written Requests: P.O. Box 43078 Providence, RI 02940 phone: 800.622.6757 (U.S., Canada and Puerto Rico) phone: 781.575.4735 (outside U.S.) Overnight Delivery: 250 Royall Street Canton, MA 02021 Internet Inquiries : Investor Centre™ website at www.computershare.com/investor		Beverly Bergman , VP of Investor Relations Winthrop Realty Trust Beverly Bergman P.O. Box 9507 7 Bulfinch Place, Suite 500 Boston, MA 02114-9507 phone: 617.570.4614 fax: 617.570.4746

Research Coverage

Analyst	Firm	Contact Information

David M. Fick, CPA	Stifel Nicolaus	(443) 224-1308 dfick@stifel.com

Joshua A. Barber	Stifel Nicolaus	(443) 224-1347 jabarber@stifel.com

Ross L. Smotrich	Barclays Capital	(212) 526-2306 ross.smotrich@barcap.com

Jeffrey S. Langbaum	Barclays Capital	(212) 526-0971 jeffrey.langbaum@barcap.com

EX-99.3 4 e606916_ex99-3.htm Unassociated Document

Transcript of

Winthrop Realty Trust (FUR)

First quarter 2010

Financial Results Earnings Call

May 6, 2010

Participants

Beverly Bergman –Vice President/ Director of Inv Relations – Winthrop Realty Trust

Michael Ashner – Chairman and CEO – Winthrop Realty Trust

Thomas Staples – Chief Financial Officer – Winthrop Realty Trust

Carolyn Tiffany – President – Winthrop Realty Trust

Presentation

Operator

Greetings, and welcome to the Winthrop Realty Trust First Quarter 2010 Financial Results Earnings Call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press *0 on your telephone keypad. As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Beverly Bergman, Vice President and Director of Investor Relation for Winthrop Realty Trust. Thank you Ms. Bergman, you may begin.

Beverly Bergman – Vice President and Director of Investor Relations – Winthrop Realty Trust

Thank you, Melissa. Good afternoon everyone and welcome to the Winthrop Realty Trust conference call to discuss our first quarter 2010 financial results. With us today from senior management are Michael Ashner, Chairman and Chief Executive Officer; Carolyn Tiffany, President; Tom Staples, Chief Financial Officer and other members of the management team.

This morning May 6th, we issued a press release and posted on our website supplemental financial information, both of which will be furnished on our Form 8-K with the SEC. Both the press release and the supplemental financial information are available on our website at www.winthropreit.com.

The press release can be found in the News and Events section and the supplemental financial information in the Investor Relations section. Additionally, we are hosting a live webcast of today’s call, which you can also access on the site’s News and Events section.

At this time, management would like me to inform you that certain statements made during this conference call which are not historical may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that its expectations will be attained.

Factors and risks that could cause actual results to differ materially from those expressed or implied by forward-looking statements are detailed in the press release and from time-to-time in our filings with the SEC. We do not undertake a duty to update any forward-looking statements.

Please note that in the press release we have reconciled all non-GAAP financial measures to the most directly comparable GAAP measure in accordance with Reg G requirements. This can be found in the FFO table of the press release.

I’d now like to turn the call over to Carolyn Tiffany. Carolyn?

Carolyn Tiffany – President – Winthrop Realty Trust

Thank you, Beverly. Good afternoon, everyone. Again, thank you for joining us on our conference call today. As you know, this morning we announced our financial results for the first quarter.

I will initially discuss the results of the company’s operations before turning the call over to Tom Staples, our Chief Financial Officer to discuss the company’s financial results.

After Tom concludes, Michael Ashner, our Chief Executive Officer and Chairman will discuss our acquisition efforts to date.

As Tom will discuss later in detail, we are pleased to report earnings of $4.1 MILLION for the first quarter 2010.

Over this last quarter, we have addressed our debt maturities. We obtained a two-year extension of the $9.3 MILLION loan on our River City property which now matures in April 2012. The terms of the extension require monthly payments of interest only at a fixed rate of 6% through March 2011 increasing to 6.25% through maturity.

The extension was subject to a $200,000 principal payment which was made in March 2010 and requires an additional $200,000 principal payment in March 2011.

We have obtained extensions for all of the debt maturing in 2010 on our equity investment. Three mortgage loans secured by four Marc Realty properties with an aggregate outstanding balance of approximately $29 MILLION were refinanced. One of the mortgage loans in the amount of $5.5 MILLION was extended through February 2011 on its existing terms. The remaining two mortgage loans amounting to $23.6 million were extended through February 2013 at LIBOR plus 275 with a minimum rate of 4.25%. The refinancing of the mortgage loan also required a $1.3 MILLION principal payment of which the company’s share was $650,000 and which was made in April 2010.

During the remainder of 2010, we have no debt maturing other than the Key Bank loan with an outstanding balance of $23.4 MIILLION collateralized by 14 properties and for which we have the right to extend for one year through June 2011. We’ve notified Key Bank of our intent to do so.

During the first quarter as discussed in our prior call there was significant positive leasing activity at our Jacksonville, Florida; Andover, Massachusetts and Burlington, Vermont properties which are now fully re-leased.

With these new leases, our consolidated assets are 96.1% occupied. Since the additional leasing was completed during the quarter, the full economic impact of the leases is not reflected in this quarter’s earnings.

As you know, the lease on our 1 million square foot property in Churchill, Pennsylvania expires in December 2010 and we had been in discussions with the tenant about our ongoing issues concerning the property’s condition.

We have been unable to reach resolution with CBS and Viacom, the obligors under the lease as to their collective contractual restoration obligations relating to the severe disrepair of the property. Accordingly, we’ve advised CBS and Viacom that we will be seeking damages in excess of $29 million in view of the year-end lease termination.

We continue to aggressively market for lease or sale five buildings containing 229,000 square feet currently leased to Kroger which previously notified us of its intention not to exercise its renewal options.

We are awaiting the results of an independent third party valuation to determine the purchase price of the Athens, Georgia property for which Kroger did exercise its purchase option and expect that the sale will be consummated during the fourth quarter of 2010.

The Marc Realty portfolio had a blended average occupancy rate of 83.5% at March 31, 2010. There is no debt maturing on the Marc properties in 2010, approximately $30 million maturing in 2011 and $64 million maturing between 2012 and 2017.

Winthrop’s three Sealy venture properties with 2.1 million rentable square feet comprise two properties located in Atlanta, Georgia and one in Nashville, Tennessee.

The two Georgia properties have experienced decline in occupancy due to a soft market and these properties are being marketed for lease. Average occupancy at the three properties as of March 31, 2010 was 79.5%.

During the quarter, we sold at par a $3 million senior 8% sub-participation interest in the Siete Square loan and retained a $4.2 million junior 10.4% sub-participation interest. With respect to the retained interest, if the loan is satisfied at its discounted pay-off amount of $5.5 million, it will result in us receiving an effective yield of 19.4% on the investment.

We continue to see strong returns from the sale of our REIT Securities which generated over $11.4 million of net proceeds during the period ended March 31, 2010. Our loans receivable and loans securities consist of approximately $26 million invested in various types of loans that are secured by quality assets in major cities with principal outstanding net of any borrower discounted pay-off option of approximately $50 million. The portfolio generated interest earnings of $2.6 million for the first quarter of 2010.

Our balance sheet remains strong with liquid assets of over $122 million and as Michael will discuss, we look forward to taking advantage of investment opportunities. Now, I’ll turn the call over to Thomas Staples. Tom?

Thomas Staple – Chief Financial Officer – Winthrop Realty Trust

Thank you, Carolyn. Good afternoon, everyone. In addition to an overview of our financial results, I will briefly review highlights for each of our business segments. And again, we have furnished a quarterly supplemental report which you can access on our website’s Investor Relations section.

For the quarter ended March 31, 2010, we reported net income of $4.1 million or $0.20 per common share compared with a net loss of $22.4 million or $1.42 per common share for the quarter ended March 31, 2009.

In the three-month period ended March 31, 2010 we recognized an improvement in operating results from our REIT Securities in loan assets business segments. During Q1 2010 we recognized $695,000 of realized gains and $2.5 million of unrealized gains from our REIT Securities and increased interest earnings by $2.1 million on our loan assets.

The prior period loss for the three months ended March 31, 2009 was primarily due to a $17.7 million loss attributable to our investment in Lex-Win Concord and an $11.2 million unrealized loss on securities carried at fair value during the 2009 period.

Total FFO for the first quarter of 2010 was $7.9 million or $0.37 per common share compared with a negative FFO of $19.3 million or a loss of $1.22 per common share for the first quarter of 2009. The increase in FFO is due to the same factors which impacted our net earnings noted earlier.

Adjusting FFO for certain items that affect comparability, FFO for the quarter ended March 31, 2010 was unchanged at $7.9 million or $0.37 per common share compared with negative FFO of $4 million or a loss of $0.25 per common share for the quarter ended March 31, 2009.

With respect to our operating properties business segment, net operating income was $6.3 million for the three months ended March 31, 2010 compared with $7.6 million for the three months ended March 31, 2009.

The decrease in net operating income from our consolidated operating properties was the result of decreased rents and reimbursements of $1,135,000 increased operating expenses of $100,000 and increased real estate tax expenses of $47,000.

The rental income decrease consisted of a $369,000 decrease in rents at our Andover, Massachusetts property due to the prior lease expiration which space has been fully re-leased effective March 18, 2010.

Additionally, contributing to the rental decline was a $340,000 decrease in rent from our Plantation, Florida property due to the decrease or reduced rent pursuant to the April 2009 restructuring in 10-year extension of this lease.

Also, a $158,000 decrease in rents at our Jacksonville, Florida property due to the loss of two tenants in 2009 which space has been fully re-leased effective February 1, 2010 and as well a decrease of $131,000 in rents and reimbursements from our Lisle, Illinois properties due to a decrease in average occupancy in some of the properties.

The increase in operating expenses and real estate taxes relates primarily to leases at the Andover, Massachusetts and the Burlington, Vermont properties which are no longer on a triple net lease basis.

Equity losses from our non-consolidated Sealy venture operating properties increased by a $121,000. The increase in the loss was primarily the result of an $88,000 increase in losses from the Sealy equity investments located in Atlanta, Georgia, which experienced a decrease in occupancy at March 31, 2010 from March 31, 2009. We received cash distributions of $104,000 from the Sealy investments for the three months ended March 31, 2010.

These decreases were partially offset by $76,000 of income in 2010 representing our share of operations from our 12 Marc Realty equity investments for the three months ended March 31, 2010. We received cash distributions of $486,000 from our Marc Realty equity investments during the three months ended March 31, 2010.

With respect to our loan assets and loan securities business segment, net operating income was $2.5 million for the three months ended March 31, 2010 compared to a net loss of $16.7 million for the three months ended March 31, 2009.

The $19.2 million increase in net operating income was primarily due to a $17.7 million reduction in losses recognized on our equity investment at Lex-Win Concord. Interest income on our loan assets increased by $2.1 Million primarily to income recognized on loan assets acquired in June and December of 2009.

Partially offsetting these increases was a $932,000 decrease in interest earnings from our preferred equity investment in Marc Realty as a result of the July 1, 2009 restructuring of this investment now considered an equity investment in our operating properties portfolio.

With the respect to our REIT securities business segment, net operating income was $3.4 million for the three months ended March 31, 2010 compared with a net operating loss of $9.9 million for the three months ended March 31, 2009. The $13.3 million increase in income for the period was primarily due to a $13.7 million swing in unrealized gains and securities carried at fair value. The 2009 results reflect an $11.2 Million unrealized loss compared to the 2010 results reflecting an unrealized gain of $2.5 million. Additionally we recognized a $695,000 realized gain on the sale of securities carried at fair value for the three months ended March 31, 2010 as compared to a loss of $87,000 recognize in the same period last year.

Partially offsetting this increase was a $613,000 unrealized loss on our loan securities held at fair value as well as a $627,000 decrease in interest and dividend income.

At March 31, 2010 we had cash, cash equivalents and restricted cash of $84.3 Million as compared to our December 31, 2009 balance of $76 Million. This increase is primarily the results of $11.4 million of proceeds from the sales of securities carried at fair value.

Lastly, on April 15, 2010 we paid a regular quarterly cash dividend of $0.1625 per common share for the first quarter of 2010. Now, I’ll turn the call over Michael Ashner, Michael?

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

Thank you, Tom. We continue to believe and operate our business with a view that the problems affecting all commercial asset classes, from low demand to excessive debt have not been meaningfully resolved, creating an opportunistic real estate investment environment. Consistent with that view, it is our belief that the ongoing weakness in operating fundamentals mandates a cautious investment focus suggesting that we concentrate our efforts in sourcing existing distress debt, providing either preferred equity or mezzanine funding for proposed borrow recapitalizations and acquiring controlling positions in the existing portfolios.

In each instance, we seek to obtain meaningful risk adjusted returns on our investments while reducing our capital’s exposure through its seniority in each specific investment’s capital stock. This has been our business model from more than 20 years. This is what we know best and it’s where all of our past successes have come.

Opportunity does not fall from the sky nor does it generally arise through wide spread auctions. Rather, it takes time and effort to set up an infrastructure which sources both market and off market transaction.

Since approximately November of 2009 we have spent considerable time, effort and capital, building an infrastructure which is just beginning to bear fruit. To that end we have maintained our liquidity in order to realize on these opportunities as they occur.

If the first two lessons of 20 years of opportunistic investing are create your own sourcing infrastructure maintaining your liquidity, the third is patience and discipline. In each down cycle in which I have participated, I saw too much fresh capital lost by too many investors who dove into the market simply because assets had become cheaper.

The prudent investor is not unwilling to give up some return in exchange for the lower risk associated with stabilizing or improving fundamentals. These are the three legs of our investment approach to this market. Having said that, we are confident that we will start closing on opportunities in the near term. With that let’s open it up to questions, operator.

Operator

Thank you. We will now be conducting a question and answer session. If you would like to ask a question please press *1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press *2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the * key, one moment while we poll for questions.

Our first question is from David Fick with Stifel Nicolaus please proceed with your question.

Dave Fick - Stifel Nicolaus

Good Afternoon.

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

Good afternoon.

Dave Fick - Stifel Nicolaus

You have a lot of dry powder and you’ve been dealing with a bunch of issues, Viacom and so forth but I’m just wondering where your focus will be in terms of getting that powder deployed now? You explored a bunch of alternatives, you looked at anything and everything, I know that but do you think we’ll see something significant in the next quarter, the next two quarters sometime this year?

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

I believe you will start seen a significant ramp up in acquisitions probably and hopefully in this quarter certainly to the rest of the year. What we’re focusing on I touched on it briefly let’s call it debt and preferred equity. We are buying and sourcing debt that is fort mortgage debt, medicine debt as well as proving capital for borrowers in their re-capitalizations and that’s I would say that together with some level of control transactions with respect to private acuity portfolios that’s pretty much where you see us focus within likely will go back into probably trading real estate securities.

We’re not too interested in things that flip deals. I mean, we're looking to have higher yields, be where we want to be in the capital stock, have the opportunity to either work with a borrower or an owner on a preferred basis or take the property. That’s where we’re going. And it really took us a lot of time to set up the infrastructure. It took us at least, as I said November.

Dave Fick - Stifel Nicolaus

Okay and not to go back to part of the history again but any thoughts today about – I know you’ve Concord down to essentially zero, any recovery potential there or anything you’d like to talk about regarding the miss and your activities with regards to Peter Cooper Village or any of the other investment inside that?

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

I do believe there is a substantial possibility - I don’t want to get sued here, of some level of recovery from Concord. There are a lot of pieces to it, the CDO is still there. The CDO there and some other assets are there. I do believe it will be some level of recovery form for both Lexington and our selves. It will take work. I wouldn’t say at this point any longer it’s a major distractions in our part, but you know I think you know how our corporate view is that in all situations if we think we have rights we pursue them.

Dave Fick - Stifel Nicolaus

Okay, what are you today Michael or Carolyn for that matter, losing sleep over? What’s the thing that worries you the most about Winthrop today, where you sit today?

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

Well, I can speak for myself and I want Carolyn to weight in, the only thing I worry about is I don’t think any different than any real estate, publicly traded real estate CEO worries about and that is when our operating fundamentals going to turn around? One can, if we’re getting top rates in what people pay for real estate at the end of the day, without being able to project when they turn around we all know that rents roll down. We are a lagging industry and that we’re in a roll down period. Operating expenses are more likely than not, particularly in view of municipal difficulties throughout the nation to increase interest rates which is a big operating expense in leverage real estates. It’s going to rise and we all worry about that, do I worry about it to the point where I am concerned that we’re going to lose properties? No. But I am concerned about it. I don’t think that’s any different from any other CEO of a publicly-traded company that’s owns real estate assets. But Carolyn may have a different view. What are you worried about Carolyn? Besides me?

Carolyn Tiffany – President – Winthrop Realty Trust

Well, I by nature am worry-wart as Michael will attest to but for me what I worry about is finding the opportunity so that we can deploy our capital or opportunities that make sense I guess as what I’m saying. I’m surprised. We see a lot out there and I’m surprised. I think people are bidding in a lot of instances, they’re pricing in a recovery for which there is no evidence it exists.

Dave Fick - Stifel Nicolaus

They would say that maybe we’re getting an adjustment in expectation; REIT is down 5% as we speak. On of your peers is down over 30%, you’re down 15% today so, my second to the last question is what do you think about Winthrop valuation? What’s sort of an appropriate level - I know you have to be careful what you say, but how do you look at your equity value compared to what you think the underlying assets are worth and what do you think about today’s weakness and what it is driving at?

Carolyn Tiffany – President – Winthrop Realty Trust

We said historically that we believe the Marc Realty we will ultimately recover more than we’re turning out on the books for. We’ve got our loan portfolio which as I mentioned we’ve invested $26 million after giving effect to borrow discounted payoff options at a par value of $50 million so I think that there is a lot of embedded value that’s not reflected in our real estate and all I can say about today is there is more sellers than buyers.

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

I can I add two points to that. We have a rule in our firm; we never look at the stock price during the day. We’re not allowed to. We’re to think about our business of investing and running our real estate, we’re never; you know that David, we just do not look at our stock price. Having said that, I’m not a seller of our stock at this price period end of story and that tells you something, there you are.

Dave Fick - Stifel Nicolaus

Alright, and then my last question is a detail – the quarter leases that are rolling this year, what’s your current handicapping of what’ll be vacated, sold what have you, and what are you going to do with those assets?

Carolyn Tiffany – President – Winthrop Realty Trust

Well, they five for which they told us that they’re not going to renew right now we’re in the process. They’re in there through October of this year. We’re in the process of marketing those, both for lease and for sale. At this point now we say it’s too early to handicap. Our preference would be to re-lease them.

Dave Fick - Stifel Nicolaus

And that will be it? There’s no more evaluation going on? You don’t have any further risk there beyond slot?

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

There may be some minimal amount of risk but nothing material to the company but it’s our goal actually do re-lease them not to sell them to tell you the truth.

Carolyn Tiffany – President – Winthrop Realty Trust

The only one of those for which I would say that the final valuation - would be the Athens, Georgia property which we’ve got held for sale, we’re carried on the books I think for about a little over $3 million. That is subject to the purchase option and we have to wait for the independent appraiser to come through. So that will be what will be but we’re not talking about big dollars in any event.

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

We’re not holding my feet to the fire. I looked at the brokers – what the brokers suggested the market rents would be for the properties and in most case they’d be accretive to our position so we’re more interested in leasing the properties than we are in selling them right now.

Dave Fick - Stifel Nicolaus

Okay, I did have one another question you may or may not want to answer and that is, are you still on a position that if need be you will go to war in Pittsburg with Viacom?

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

You know I knew you were going to be the one to ask me that question. And since I knew that you would ask me that question, there’s a room full of lawyers ready to spring on me based on how I answer. The answer is absolutely yes without a doubt, absolutely without a doubt. There is no difference here and the pursuit of what it is we’re entitled to get and what it is we’re owed in this situation then there would be with respect to a distress mortgage where the borrower doesn’t want to pay, alright?

We feel very strongly here about this situation, what our rights our, how they’ve behaved and we intend to pursue our remedy vigorously, alright?

Dave Fick - Stifel Nicolaus

Without being argumentative or lawyerly, they’re a hell of a lot bigger than you are.

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

Well, that’s good. So was Coral Icon and…

Dave Fick - Stifel Nicolaus

What limit you are you willing to put on your willingness to expense this effort?

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

You know what, when I have – you know, I’m the type of person that says that principle is important but you want to have to think of principle in the context of value, so this one is relatively clear that the costs involves with realizing what we believe we’re entitled to are de minimus in the context of what it is we’re talking about and we’re going to pursue it. End of story. I mean, we are adamant on that.

Dave Fick - Stifel Nicolaus

Good. Thanks.

Operator

Thank you. Ladies and gentlemen please press * and 1 to ask the question at this time.

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

Dave took the wind out of everybody’s sails.

Operator

Mr. Ashner there are no questions left in the queue at this time, I would like to turn the floor back over to you for closing statements.

Michael Ashner – Chairman and Chief Executive Officer - Winthrop Realty Trust

Alright, again we thank you all for joining us, particularly David Fick who as always gets us to on all the touch pertinent topics. As always, we appreciate your continued support. We welcome your input and questions concerning the company and its business at all times. I look forward to seeing many of you at our annual meeting, which be held at the offices of KMZ Rosenman in New York City this coming Tuesday May 11, 2010 at 11 AM. The time was selected so we have to for your lunch. If you would like to receive additional information about us, please contact Beverly Bergman at our offices. You can also find additional information about us on our website at www.winthropreit.com. In addition, please feel free to contact Carolyn or myself or any other member of management at any time which you have questions. I thank you all and have a good afternoon.

Operator

Thank you. This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.

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