Ohio | ||
(State or Other Jurisdiction of Incorporation)
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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
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(Registrant's Telephone Number, Including Area Code)
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n/a |
(Former Name or Former Address, if Changed Since Last Report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02
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Results of Operations and Financial Condition
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Item 7.01.
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Regulation FD Disclosure.
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Item 9.01
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Financial Statements and Exhibits.
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(c)
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Exhibits
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99.1
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Press Release dated August 6, 2015
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99.2
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Supplemental Reporting Package for the quarter ended June 30, 2015
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WINTHROP REALTY TRUST
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By:
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/s/ Carolyn Tiffany | |
Carolyn Tiffany
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President
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99.1
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Press Release dated August 6, 2015
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99.2
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Supplemental Reporting Package for the quarter ended June 30, 2015
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·
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44 Monroe – On April 14, 2015 the ST Residential venture in which the Company holds an 83.7% interest sold its apartment building located in Phoenix, Arizona for gross proceeds of $50.65 million. The entire net proceeds, after closing costs and pro-rations, of approximately $49.14 million were used to pay down the loan collateralized by the remaining properties in the venture reducing the outstanding principal balance to $77.8 million. The gross liquidation value of the property was $50.65 million at March 31, 2015.
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·
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MSREF Luxury Hotel – The luxury hotel assets owned by the MSREF hotel venture in which the Company has an equity interest through its investment in Concord Debt Holdings were sold on May 8, 2015. The Company’s share of the distribution from the sale was $20.2 million. In addition, a portion of the purchase price is being held in reserves which could result in an additional distribution to the Company of up to $1.6 million.
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·
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Vintage Housing Holdings – On June 1, 2015 the Company sold its interest in the Vintage Housing Holdings venture and received net proceeds of $82.5 million, which is net of lender transfer fees and $1.4 million of return of capital distributions received during the quarter.
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·
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Highgrove, Stamford, Connecticut – On June 26, 2015 the venture in which the Company holds an 83.7% interest entered into a contract to sell its apartment building located in Stamford, Connecticut for gross proceeds of $90.0 million. The buyer’s $2.0 million deposit under the purchase contract is non-refundable, subject to customary closing conditions. If consummated, the sale is expected to close in the third quarter of 2015. The property is currently subject to a $77.8 million loan cross-collateralized with the Mosaic apartment property in Houston, Texas. The loan will be satisfied in full from the sales proceeds. After giving effect to this transaction, the venture will hold its remaining property, located in Houston, Texas, free of debt. The liquidation value of the Stamford, Connecticut property was $84.9 million at March 31, 2015 and December 31, 2014. The liquidation value at June 30, 2015 was increased to $90.0 million to reflect this contract for sale.
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·
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Cerritos, California – On June 15, 2015 the Company entered into a contract to sell its office property located in Cerritos, California for gross proceeds of $30.5 million. The buyer’s $850,000 deposit under the purchase contract is non-refundable, subject to customary closing conditions. If consummated, the sale is expected to close in the third quarter of 2015. The property is currently subject to a loan that will require a payment of approximately $23.3 million to be satisfied, which amount will be paid from the sales proceeds. The liquidation value of the property was $29.9 million at March 31, 2015 and December 31, 2014. The liquidation value at June 30, 2015 was increased to $30.5 million to reflect the contract for sale.
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·
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Jacksonville, Florida – On June 1, 2015 the Company entered into a contract to sell its 588,000 square foot warehouse property leased primarily to Fanatics, Inc. The buyer’s deposit is refundable through August 24, 2015 pending a diligence period.
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·
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On June 23, 2015 the Company notified the trustee of its outstanding 7.75% Senior Notes due 2022 that it will redeem the Senior Notes in full effective August 15, 2015. The aggregate redemption price payable on such date, exclusive of Senior Notes held by Winthrop, is $72,635,081.42 (or $25.484375 per $25.00 face amount Senior Note).
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June 30,
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December 31,
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|||||||
2015
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2014
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|||||||
ASSETS
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||||||||
Investments in real estate
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$ | 516,367 | $ | 557,325 | ||||
Equity investments
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285,569 | 389,921 | ||||||
Cash and cash equivalents
|
115,549 | 127,583 | ||||||
Restricted cash held in escrows
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7,514 | 5,831 | ||||||
Loans receivable
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8,395 | 24,005 | ||||||
Secured financing receivable
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29,164 | 29,210 | ||||||
Accounts receivable
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1,322 | 1,468 | ||||||
Loan securities
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- | 918 | ||||||
TOTAL ASSETS
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963,880 | 1,136,261 | ||||||
LIABILITIES
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||||||||
Mortgage loans payable
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246,641 | 296,954 | ||||||
Senior notes payable
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71,255 | 71,265 | ||||||
Liability for non-controlling interests
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46,706 | 46,564 | ||||||
Liability for estimated costs in excess of estimated receipts during liquidation
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32,781 | 31,253 | ||||||
Dividends payable
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1,549 | 82,353 | ||||||
Accounts payable, accrued liabilities and other liabilities
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8,011 | 10,794 | ||||||
Related party fees payable
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2,045 | 2,374 | ||||||
TOTAL LIABILITIES
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408,988 | 541,557 | ||||||
COMMITMENTS AND CONTINGENCIES
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||||||||
Net assets in liquidation
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$ | 554,892 | $ | 594,704 |
Winthrop Realty Trust
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Comparison of Realized Sales Proceeds to December 31, 2013 Net Asset Value
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December 31, 2013 Reported NAV Range
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Sales Costs
Adjustment [1]
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December 31, 2013 Modified NAV Range
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Date Sold/Repaid
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Actual Proceeds
After Sales Costs [3]
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|||||||||||||||||||||||||
Loans Sold/Repaid
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|||||||||||||||||||||||||||||
Hotel Wales - Whole Loan
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$ | 6,000 |
to
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$ | 6,000 | $ | - | $ | 6,000 |
to
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$ | 6,000 |
7-Feb-14
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$ | 6,002 | ||||||||||||||
San Marbeya - Whole Loan
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13,810 |
to
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13,810 | - | 13,810 |
to
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13,810 |
7-Feb-14
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13,726 | ||||||||||||||||||||
500-512 Seventh Ave - B Note
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10,373 |
to
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10,373 | - | 10,373 |
to
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10,373 |
7-Feb-14
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10,344 | ||||||||||||||||||||
Wellington Tower - Mezzanine Loan
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3,102 |
to
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3,102 | - | 3,102 |
to
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3,102 |
7-Feb-14
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3,102 | ||||||||||||||||||||
Legacy Orchard - Corporate Loan
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9,750 |
to
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9,750 | - | 9,750 |
to
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9,750 |
11-Feb-14
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9,790 | ||||||||||||||||||||
Queensridge - Whole Loan
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4,600 |
to
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4,600 | - | 4,600 |
to
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4,600 |
31-Mar-14
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4,695 | ||||||||||||||||||||
Stamford - Mezzanine Loan
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9,415 |
to
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9,415 | - | 9,415 |
to
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9,415 |
6-Aug-14
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9,450 | ||||||||||||||||||||
The Shops at Wailea - B Note
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7,644 |
to
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7,644 | - | 7,644 |
to
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7,644 |
7-Aug-14
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7,556 | ||||||||||||||||||||
Pinnacle - B Note
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5,108 |
to
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5,108 | - | 5,108 |
to
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5,108 |
22-Oct-14
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4,970 | ||||||||||||||||||||
Playa Vista - Mezzanine Loan
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12,823 |
to
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14,323 | - | 12,823 |
to
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14,323 |
9-Dec-14
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19,959 | [4 | ] | ||||||||||||||||||
Operating Properties Sold
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|||||||||||||||||||||||||||||
Newbury Apartments - Meriden, CT
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5,600 |
to
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5,600 | (766 | ) | 4,834 |
to
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4,834 |
26-Feb-14
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5,734 | |||||||||||||||||||
River City - Chicago, IL
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5,493 |
to
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5,493 | - | 5,493 |
to
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5,493 |
5-Mar-14
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5,800 | ||||||||||||||||||||
High Point - Hillside, IL
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- |
to
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- | - | - |
to
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- |
5-Mar-14
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- | ||||||||||||||||||||
1701 E. Woodfield - Shaumburg, IL
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1 |
to
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301 | - | 1 |
to
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301 |
5-Mar-14
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150 | ||||||||||||||||||||
Enterprise - Westchester, IL
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- |
to
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45 | - | - |
to
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45 |
5-Mar-14
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50 | ||||||||||||||||||||
Crossroads I and II - Englewood, CO
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30,175 |
to
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30,175 | (466 | ) | 29,709 |
to
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29,709 |
1-May-14
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30,634 | |||||||||||||||||||
Amherst - Amherst, NY
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24,027 |
to
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25,743 | (712 | ) | 23,315 |
to
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25,031 |
25-Jun-14
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23,788 | |||||||||||||||||||
Fenway Wateridge - San Diego, CA
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350 |
to
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840 | - | 350 |
to
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840 |
6-Aug-14
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2,383 | ||||||||||||||||||||
223 West Jackson - Chicago, IL
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5,804 |
to
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6,001 | - | 5,804 |
to
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6,001 |
8-Sep-14
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5,769 | ||||||||||||||||||||
5400 Westheimer - Houston, TX
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7,616 |
to
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11,402 | - | 7,616 |
to
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11,402 |
15-Oct-14
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10,750 | ||||||||||||||||||||
Waterford Apartments - Memphis, TN
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15,787 |
to
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16,992 | (344 | ) | 15,443 |
to
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16,648 |
16-Oct-14
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15,516 | |||||||||||||||||||
Kroger - Atlanta, GA
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1,992 |
to
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2,158 | (112 | ) | 1,880 |
to
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2,046 |
20-Oct-14
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1,464 | |||||||||||||||||||
Kroger - Greensboro, NC
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2,444 |
to
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2,750 | (42 | ) | 2,402 |
to
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2,708 |
20-Oct-14
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1,708 | |||||||||||||||||||
San Pedro - San Pedro, CA [2]
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20,290 |
to
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20,290 | (481 | ) | 19,809 |
to
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19,809 |
24-Oct-14
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23,319 | [2 | ] | |||||||||||||||||
Kroger - Louisville, KY
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1,945 |
to
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2,140 | (180 | ) | 1,765 |
to
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1,960 |
25-Nov-14
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2,320 | |||||||||||||||||||
1515 Market Street - Philadelphia, PA
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27,807 |
to
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32,980 | (3,433 | ) | 24,374 |
to
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29,547 |
2-Dec-14
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40,304 | |||||||||||||||||||
Sealy Joint Venture - Northwest Atlanta
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2,546 |
to
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3,215 | - | 2,546 |
to
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3,215 |
23-Dec-14
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5,641 | ||||||||||||||||||||
South Burlington, VT
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1,991 |
to
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2,305 | (147 | ) | 1,844 |
to
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2,158 |
23-Dec-14
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2,552 | |||||||||||||||||||
Monroe - Phoenix, AZ [2]
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40,579 |
to
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40,579 | (578 | ) | 40,001 |
to
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40,001 |
14-Apr-15
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50,072 | [2 | ] | |||||||||||||||||
Vintage - Various
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67,625 |
to
|
77,145 | (1,035 | ) | 66,590 |
to
|
76,110 |
1-Jun-15
|
80,138 | [5 | ] | |||||||||||||||||
Totals to Date
|
$ | 344,697 |
to
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$ | 370,279 | $ | (8,296 | ) | $ | 336,401 |
to
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$ | 361,983 | $ | 397,686 |
[1]
|
At December 31, 2013, the Net Asset Value reported did not deduct for any costs estimated to be incurred in connection with a sale of the asset. In order to present a comparable analysis,management has adjusted the previously reported Net Asset Value to give effect for the actual sales costs incurred.
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[2]
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The San Pedro and Monroe properties were encumbered by a cross collateralized loan of $150.0 million. All of the net proceeds were utilized to pay down the $150.0 million mortgage debt.The asset value presented as of December 31, 2013 is the net proceeds before the paydown of the debt.
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[3]
|
Includes sales costs only and does not include prorations for accrued real estate taxes, other liabilities or cash. Those amounts were reported in the December 31, 2013 supplement
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[4]
|
At December 31, 2013 the Trust owned a 50% interest in this loan. The remaining 50% interest was purchased in 2014, for $14.0 million, which has been deducted from the actual proceeds.
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[5]
|
The Trust contributed an additional $5,645 to the venture on January 2, 2015. The Trust received $5,740 on the sale of the investment which has been deducted from the actual proceeds.
|
June 30,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
ASSETS
|
||||||||
Investments in real estate
|
$ | 516,367 | $ | 557,325 | ||||
Equity investments
|
285,569 | 389,921 | ||||||
Cash and cash equivalents
|
115,549 | 127,583 | ||||||
Restricted cash held in escrows
|
7,514 | 5,831 | ||||||
Loans receivable
|
8,395 | 24,005 | ||||||
Secured financing receivable
|
29,164 | 29,210 | ||||||
Accounts receivable
|
1,322 | 1,468 | ||||||
Loan securities
|
- | 918 | ||||||
TOTAL ASSETS
|
963,880 | 1,136,261 | ||||||
LIABILITIES
|
||||||||
Mortgage loans payable
|
246,641 | 296,954 | ||||||
Senior notes payable
|
71,255 | 71,265 | ||||||
Liability for non-controlling interests
|
46,706 | 46,564 | ||||||
Liability for estimated costs in excess of estimated receipts during liquidation
|
32,781 | 31,253 | ||||||
Dividends payable
|
1,549 | 82,353 | ||||||
Accounts payable, accrued liabilities and other liabilities
|
8,011 | 10,794 | ||||||
Related party fees payable
|
2,045 | 2,374 | ||||||
TOTAL LIABILITIES
|
408,988 | 541,557 | ||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
Net assets in liquidation
|
$ | 554,892 | $ | 594,704 |
WINTHROP REALTY TRUST
INVESTOR INFORMATION
|
![]() |
TRANSFER AGENT
|
INVESTOR RELATIONS
|
||||
Computershare
Written Requests:
P.O. Box 43078
Providence, RI 02940
phone: 800.622.6757 (US, Canada and Puerto Rico)
phone: 781.575.4735 (outside US)
Overnight Delivery:
250 Royall Street
Canton, MA 02021
Internet Inquiries :
Investor Centre™ website at www.computershare.com/investor
|
Carolyn Tiffany, Investor Relations
Winthrop Realty Trust
P.O. Box 9507
7 Bulfinch Place, Suite 500
Boston, MA 02114-9507
phone: 617.570.4614
fax: 617.570.4746
|
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