Winthrop Realty Trust Announces Results for Fourth Quarter and Full Year 2009 and Declares Regular Quarterly Cash Dividend

Winthrop Realty Trust (NYSE:FUR) announced today financial and operating results for the fourth quarter and full year ended December 31, 2009. All per share amounts are on a diluted basis.

2009 Fourth Quarter Highlights and Recent Events

The Company reported a net loss attributable to Common Shares of $6.0 million or $0.34 per share loss for the quarter ended December 31, 2009, compared with a net loss of $52.7 million or $3.34 per common share for the quarter ended December 31, 2008.

As of December 31, 2009, cash, cash equivalents and restricted cash were $76.0 million as compared to $73.6 million at the end of 2008, inclusive of net proceeds of approximately $40.2 million from the Company's rights offering which was consummated in November 2009.

As of December 31, 2009, held REIT securities with an aggregate value of $52.6 million, compared with $36.7 million at December 31, 2008.

Recorded a realized gain of $2.1 million on securities sold during the fourth quarter of 2009 and an unrealized gain of $3.9 million on securities held at December 31, 2009.

In December 2009, acquired for a gross price of $15.6 million, junior participations or rake bonds in three first mortgage loans and one mezzanine loan, which have an aggregate outstanding balance of $34.8 million. Each loan or bond is secured by either a class A office building located in New York City, a class A office building located in the greater Los Angeles metro market, the Beverly Hills Hilton Hotel or a retail condominium building located in New York City.

As of December 31, 2009, reduced the Company's overall debt and preferred shares redemption obligations by approximately 16.5%, or $49.6 million, to $250.2 million. Additionally, an affiliate of Fairholme Capital Management LLC recently 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.

Declared a regular quarterly cash dividend for the fourth quarter of 2009 of $0.1625 per Common Share which was paid on January 15, 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.

Fourth Quarter 2009 Financial Results

Net loss applicable to Common Shares for the quarter ended December 31, 2009 was $6.0 million, or $0.34 per Common Share loss, compared with a net loss of $52.7 million, or $3.34 per Common Share loss, for the quarter ended December 31, 2008. The loss for the period was primarily the result of a $10.0 million impairment loss on its Churchill, Pennsylvania property and a $2.5 million other-than-temporary impairment loss on one of its Marc Realty equity investments. During the quarter the Company reported $6.0 million in gains recognized on REIT securities carried at fair value. The gains on securities consisted of $2.1 million of realized gains and $3.9 million of unrealized gains.

For the quarter ended December 31, 2009, the Company reported negative Funds from Operations (FFO) applicable to Common Shares of $2.0 million, or $0.11 negative FFO per Common Share, compared with a negative FFO of $51.2 million, or $3.25 negative FFO per Common Share, for the quarter ended December 31, 2008. Adjusting FFO for certain items that affect comparability which are listed in the table below, FFO for the quarter ended December 31, 2009 was $9.8 million or $0.50 per Common Share, compared with FFO of $7.0 million, or $0.37 per Common Share for the quarter ended December 31, 2008.

Quarter Ended December 31,

2009

2008

(Amounts in thousands)

(unaudited)

FFO applicable to Common Shares (1)

$(1,999)

$(51,209)

Items that affect comparability (income) expense:

Non-cash asset write-downs:

Impairment loss on investments in real estate

10,000

2,100

Provision for loss on loans receivable

1,179

Preferred equity impairment

5,512

Impairment of equity investment in Lex-Win Concord

36,543

Impairment of equity investment in Marc Realty

2,500

Loan loss and impairments from partially owned entity – Lex-Win Concord

19,832

Net (gain) loss on sale of preferred equity

(245)

Net gain on extinguishment of debt

(1,456)

(6,284)

Net gain on extinguishment of debt from partially owned entity – Lex-Win Concord

(1,453)

Total items that affect comparability

11,128

57,184

Series C preferred dividend

147

Series B-1 preferred interest

474

1,000

FFO as adjusted for comparability

$9,750

$6,975

Basic weighted average Common Shares

17,608

15,747

Series B-1 Preferred Shares

1,150

3,026

Series C Preferred Shares

644

Stock options

Diluted weighted average Common Shares

19,402

18,774

Per Common Share

$0.50

$0.37

_______________________

(1) See page 6 for a reconciliation of net income to FFO for the quarters ended December 31, 2009 and 2008.

Year Ended December 31, 2009 Financial Results

Net loss applicable to Common Shares for the year ended December 31, 2009 was $84.5 million or $5.19 per Common Share loss as compared with a net loss of $68.2 million or $4.59 per Common Share for the year ended December 31, 2008. The loss for the period was primarily the result of a $98.6 million loss from the Company's equity investment in Lex-Win Concord, a $10 million impairment loss on the Churchill, Pennsylvania property and a $2.5 million other-than-temporary impairment loss on one of its Marc Realty equity investments. These losses were partially offset by $23.3 million of gains recognized on its REIT securities carried at fair value. The gains on securities consisted of $5.4 million of realized gains and $17.9 million of unrealized gains.

Negative FFO for the year ended December 31, 2009 was $70.4 million, or $4.32 negative FFO per Common Share, compared with negative FFO of $57.7 million, or $3.88 negative FFO per Common Share for December 31, 2008. Adjusting FFO for certain items that affect comparability which are listed in the table below, FFO for the years endedDecember 31, 2009 and 2008 was $47.2 million or $2.62 per Common Share and $33.0 million or $1.77 per Common Share, respectively.

Year Ended December 31,

2009

2008

(Amounts in thousands)

(unaudited)

FFO applicable to Common Shares (1)

$(70,392)

$(57,667)

Items that affect comparability (income) expense:

Non-cash asset write-downs:

Impairment loss on investments in real estate

10,000

2,100

Provision for loss on loans receivable

2,152

1,179

Impairment loss on real estate loan available for sale

203

Available for sale securities impairment

207

Preferred equity impairment

4,850

7,512

Impairment of equity investment in Lex-Win Concord

31,670

36,543

Impairment of equity investment in Marc Realty

2,500

Loan loss and impairments from partially owned entity – Lex-Win Concord

71,390

52,443

Net gain on sale of preferred equity

(650)

(1,160)

Net gain on extinguishment of debt

(7,138)

(6,284)

Net gain on extinguishment of debt from partially owned entity – Lex-Win Concord

(7,802)

Total items that affect comparability

114,977

84,738

Series C preferred dividend

147

Series B-1 preferred interest

2,460

5,931

FFO as adjusted for comparability

$47,192

$33,002

Basic weighted average Common Shares

16,277

14,866

Series B-1 Preferred Shares

1,563

3,768

Series C Preferred Shares

162

Stock options

Diluted weighted average Common Shares

18,002

18,643

Per Common Share

$2.62

$1.77

_______________________

(1) See page 6 for a reconciliation of net income to FFO for the years ended December 31, 2009 and 2008.

Supplemental Financial Information

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

First Quarter 2010 Dividend Declaration

The Company's Board of Trustees is announcing that it has declared a dividend for the first quarter of 2010 of $0.1625 per Common Share payable on April 15, 2010 to common shareholders of record on March 31, 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 April 29, 2010 to the holders of Series B-1 Preferred Shares or Series C Preferred Shares, as applicable, of record on March 31, 2009.

Conference Call Information

The Company will host a conference call to discuss its fourth quarter and year end 2009 results today, Thursday, March 4, 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 April 5, 2010 by dialing (877) 660-6853; account #286, confirmation #339728. An online replay will also be available through April 5, 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.

Condensed Financial Results

Financial results for the three months and year ended December 31, 2009 and 2008 are as follows (in thousands except per share amounts):

Three Months Ended

Years Ended

December 31,

2009

2008

2009

2008

(unaudited)

Revenue

Rents and reimbursements

$9,558

$10,476

$40,605

$42,088

Interest and dividends

874

1,186

7,336

2,448

10,432

11,662

47,941

44,536

Expenses

Property operating

1,550

1,716

7,043

6,768

Real estate taxes

573

315

2,542

2,428

Depreciation and amortization

2,647

2,942

10,779

11,766

Interest

3,919

5,083

16,664

21,963

Impairment loss on investments in real estate

10,000

2,100

10,000

2,100

Impairment loss on available for sale securities

207

Provision for loss on loans receivable

1,179

2,152

1,179

General and administrative

2,166

1,768

7,303

6,887

State and local taxes

(54)

157

330

20,801

15,198

56,640

53,628

Other income (loss)

Loss from preferred equity investments

(4,163)

(2,108)

(1,645)

Equity in loss of equity investments

(2,891)

(53,112)

(103,092)

(69,310)

Gain (loss) on sale of available for sale securities

(449)

1,580

Gain on sale of mortgage-backed securities

454

Gain on sale of securities carried at fair value

2,142

5,416

Gain on sale of other assets

Gain on early extinguishment of debt

1,164

6,284

6,846

6,284

Unrealized gain on securities carried at fair value

3,852

17,862

Impairment loss on real estate loan available for sale

(203)

Interest income

245

172

1,670

Other income

499

4,294

(50,672)

(75,107)

(60,420)

Loss from continuing operations

(6,075)

(54,208)

(83,806)

(69,512)

Discontinued operations

Income (loss) from discontinued operations

566

(40)

184

Gain on early extinguishment of debt

292

Gain on sale of real estate

1,807

Income from discontinued operations

566

1,767

476

1,819

Consolidated net loss

(5,509)

(52,441)

(83,330)

(67,693)

Income attributable to non-controlling interest

(366)

(219)

(1,017)

(483)

Net loss attributable to Winthrop Realty Trust

(5,875)

(52,660)

(84,347)

(68,176)

Income attributable to non-controlling redeemable preferred interest

(147)

Net loss attributable to Common Shares

$(6,022)

$(52,660)

$(84,494)

$(68,176)

Comprehensive loss

Consolidated net loss

$(5,509)

$(52,441)

$(83,330)

$(67,693)

Change in unrealized gain (loss) on available for sale securities

(2)

(466)

1,662

Change in unrealized gain on mortgage-backed securities

190

Change in unrealized gain (loss) on interest rate derivative

137

(534)

543

(743)

Change in unrealized gain (loss) from equity investments

(9,602)

26,174

(6,137)

Less reclassification adjustment included in net income

425

(2,058)

Comprehensive loss

$(5,374)

$(62,618)

$(56,594)

$(74,779)

Per Common Share Data – Basic:

Loss from continuing operations

$(0.37)

$(3.46)

$(5.22)

$(4.71)

Income from discontinued operations

0.03

0.12

0.03

0.12

Net loss

$(0.34)

$(3.34)

$(5.19)

$(4.59)

Per Common Share Data – Diluted:

Loss from continuing operations

$(0.37)

$(3.46)

$(5.22)

$(4.71)

Income from discontinued operations

0.03

0.12

0.03

0.12

Net loss

$(0.34)

$(3.34)

$(5.19)

$(4.59)

Basic Weighted-Average Common Shares

17,608

15,747

16,277

14,866

Diluted Weighted-Average Common Shares

17,608

15,747

16,277

14,866

Funds From Operations:

The following presents a reconciliation of net loss to funds from operations for the three months and year ended December 31, 2009 and 2008 (in thousands, except per share amounts):

For the Three Months Ended

For the Year Ended

December 31,

2009

2008

2009

2008

(unaudited)

Net loss attributable to Winthrop Realty Trust

$(5,875)

$(52,660)

$(84,347)

$(68,176)

Real estate depreciation

1,704

1,709

6,688

6,715

Amortization of capitalized leasing costs

959

1,262

4,226

5,160

Real estate depreciation and amortization of unconsolidated interests

2,169

1,109

6,379

3,699

Less: Non-controlling interest share of depreciation and amortization

(809)

(822)

(3,191)

(3,258)

Gain on sale of real estate

(1,807)

Funds from operations

(1,852)

(51,209)

(70,245)

(57,667)

Series C preferred dividends

(147)

Funds from operations applicable to Common Shares

$(1,999)

$(51,209)

$(70,392)

$(57,667)

Weighted-average Common Shares

17,608

15,747

16,277

14,866

Diluted weighted-average Common Shares

17,608

15,747

16,277

14,866

Fund from operations per Common Share – diluted

$(0.11)

$(3.25)

$(4.32)

$(3.88)

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. Management believes that FFO and FFO per diluted share are helpful to investors as supplemental performance measures because these measures 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 on page 2 and 3 of this press release.

Consolidated Balance Sheets:

(in thousands, except share data)

December 31,

2009

2008

(unaudited)

ASSETS

Investments in real estate, at cost

Land

$20,659

$21,344

Buildings and improvements

228,419

246,362

249,078

267,706

Less: accumulated depreciation

(31,269)

(25,901)

Investments in real estate, net

217,809

241,805

Cash and cash equivalents

66,493

59,238

Restricted cash held in escrows

9,505

14,353

Loans receivable, net of allowances of $0 and $2,455, respectively

26,101

22,876

Accounts receivable, net of allowances of $565 and $225, respectively

14,559

14,028

Securities carried at fair value

52,394

36,516

Loan securities carried at fair value

1,661

Available for sale securities, net

203

184

Preferred equity investment

4,012

50,624

Equity investments

73,207

92,202

Lease intangibles, net

22,666

25,929

Deferred financing costs, net

1,495

3,218

Assets of discontinued operations

3,087

Deposit

17,081

Other assets

TOTAL ASSETS

$493,192

$578,094

LIABILITIES

Mortgage loans payable

$216,767

$229,737

Series B-1 Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference; 852,000 and 2,413,105 shares authorized and outstanding at December 31, 2009 and 2008, respectively

21,300

60,328

Note payable

9,800

Accounts payable and accrued liabilities

7,401

8,596

Dividends payable

3,458

5,934

Deferred income

795

Below market lease intangibles, net

2,849

3,696

TOTAL LIABILITIES

251,823

318,886

COMMITMENTS AND CONTINGENCIES

NON-CONTROLLING REDEEMABLE PREFERRED INTEREST

Series C Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference, 544,000 shares authorized and outstanding at December 31, 2009

12,169

Total non-controlling redeemable preferred interest

12,169

EQUITY

Winthrop Realty Trust Shareholder's Equity:

Common Shares, $1 par, unlimited shares authorized; 20,375,483 and 15,754,495 issued and outstanding in 2009 and 2008, respectively

20,375

15,754

Additional paid-in capital

498,118

460,956

Accumulated distributions in excess of net income

(301,317)

(213,284)

Accumulated other comprehensive loss

(87)

(15,176)

Total Winthrop Realty Trust Shareholder's Equity

217,089

248,250

Non-controlling interests

12,111

10,958

Total Equity

229,200

259,208

TOTAL LIABILITIES AND EQUITY

$493,192

$578,094

Further details regarding the Company's results of operations, properties, joint ventures and tenants are available in the Company's Form 10-K for the year ended December 31, 2009 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: Winthrop Realty Trust

Thomas Staples, Chief Financial Officer

(617) 570-4614

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