SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
FORM 8-K
 
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) August 6, 2015

WINTHROP REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
 
  Ohio  
 
(State or Other Jurisdiction of Incorporation)
  
 
001-06249   34-6513657
(Commission File Number)   (I.R.S. Employer Identification No.)
     
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114
(Address of Principal Executive Offices)  (Zip Code)
     
 
(617) 570-4614
  
(Registrant's Telephone Number, Including Area Code)
 
n/a
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

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

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

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

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item  2.02
 Results of Operations and Financial Condition
 
On August 6, 2015, Winthrop Realty Trust (the “Trust”) issued a press release announcing its financial results for the three months ended June 30, 2015.  A copy of the release is furnished as Exhibit 99.1 to this Report on Form 8-K.
 
The information in this section of this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. 
Regulation FD Disclosure.

On August 6, 2015, the Trust made available supplemental information, which the Trust refers to as the Supplemental Reporting Package.  A copy of the Supplemental Reporting Package is furnished herewith as Exhibit 99.2 and is available at the Trust’s website, www.winthropreit.com under the “Investor Relations” tab.

Also on August 6, 2015, the Trust’s management discussed the Trust’s financial results for the quarter ended June 30, 2015 on a conference call with analysts and investors.  A replay of the conference call is available through September 6, 2015 by dialing (877) 660-6853; conference ID 13613811.  Both a transcript of the conference call and an online replay of the conference call is also available on the Trust’s website at www.winthropreit.com under the “News and Events” tab.

The information in this section of this Report on Form 8-K and Exhibit 99.2 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 9.01
Financial Statements and Exhibits.

 
(c) 
Exhibits

 
99.1
Press Release dated August 6, 2015
 
99.2
Supplemental Reporting Package for the quarter ended June 30, 2015
 
 
 
 

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 6th day of August, 2015.
 
 
WINTHROP REALTY TRUST
  
       
 
By:
/s/ Carolyn Tiffany  
   
Carolyn Tiffany
  
   
President
  
 
 
 
 
 
Exhibit Index
 
 
99.1
Press Release dated August 6, 2015
 
99.2
Supplemental Reporting Package for the quarter ended June 30, 2015
 


 
WINTHROP REALTY TRUST ANNOUNCES RESULTS FOR
SECOND QUARTER 2015
 
FOR IMMEDIATE RELEASE

Boston, Massachusetts – August 6, 2015 – Winthrop Realty Trust (NYSE:FUR) (the “Company” or “Winthrop”), which is liquidating and winding down pursuant to a plan of liquidation, announced today its financial and operating results for the second quarter ended June 30, 2015.

Financial Results

Liquidation Basis of Accounting

As a result of the shareholder approval of the plan of liquidation on August 5, 2014, effective August 1, 2014, the Company began reporting its financial results on the liquidation basis of accounting.  The liquidation basis of accounting requires, among other things, that management estimate sales proceeds on an undiscounted basis as well as include in the Company’s assets and liabilities the undiscounted estimate of future revenues and expenses of the Company.  The estimated net assets in liquidation at June 30, 2015 would result in liquidating distributions of approximately $15.23 per common share.  This estimate of future liquidating distributions includes projections of costs and expenses to be incurred during the period required to complete the plan of liquidation.  There is inherent uncertainty with these projections and, accordingly, these projections could change materially based on a number of factors both within and outside of Winthrop’s control including the timing of sales, the performance of underlying assets and any changes in the underlying assumptions of projected cash flows.

After giving effect to the $1.25 per common share liquidating distribution which was paid on June 16, 2015 this current estimate represents an increase in liquidating distributions of $0.09 per common share over the Company’s estimate at March 31, 2015.  The increase is primarily the result of increased liquidation values for the Company’s luxury residential property in Stamford, Connecticut and its office property in Cerritos, California both of which are under contract to be sold.  In addition, the Company’s investments in the Sullivan Center, Vintage Housing Holdings and Concord Debt Holdings were increased slightly.  These increases were partially offset by a decrease in the liquidation value of the Company’s investment in CDH CDO based on a decrease in the estimated underlying collateral value of one of the loan assets held by the venture.  No change has been made to the valuation of the Company’s investment in 701 Times Square.
 
2015 Second Quarter Activity and Subsequent Events

Assets Sold

 
·
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.

 
·
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.

 
·
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.
 
 
 
 
 
Assets Under Contract for Sale

 
·
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.

 
·
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.

 
·
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.
 
Senior Note Repayment

 
·
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).
 
Conference Call Information

The Company will host a conference call to discuss its second quarter 2015 activities today, Thursday, August 6, 2015 at 12:00 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.  An online replay will be available for one year.  A replay of the call will be available through September 6, 2015 by dialing (877) 660-6853; conference ID 13613811.

About Winthrop Realty Trust

Winthrop, headquartered in Boston, Massachusetts, is a NYSE-listed real estate investment trust (REIT).  On August 5, 2014 Winthrop’s shareholders adopted a plan of liquidation pursuant to which Winthrop is liquidating and winding down and, in connection therewith, is seeking to sell its assets in an orderly fashion to maximize shareholder value.  For more information, please visit our web-site at www.winthropreit.com.
 
 
2
 
 
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.
 
CONSOLIDATED STATEMENTS OF NET ASSETS
(Liquidation Basis)
(unaudited, in thousands)
 
   
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  
 
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 June 30, 2015 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

John Garilli
Chief Financial Officer
(617) 570-4614
 
 
3



 
Winthrop Realty Trust
Supplemental Operating and Financial Data
For the Period Ended June 30, 2015
 
 
 
 
 
Winthrop Realty Trust
Comparison of Realized Sales Proceeds to December 31, 2013 Net Asset Value
 
   
December 31, 2013 Reported NAV Range
    
Sales Costs
Adjustment [1]
    
December 31, 2013 Modified NAV Range
  
Date Sold/Repaid
  
Actual Proceeds
After Sales Costs [3]
  
Loans Sold/Repaid
                                              
Hotel Wales  - Whole Loan
   $ 6,000  
 to
   $ 6,000     $ -     $ 6,000  
 to
   $ 6,000  
7-Feb-14
   $ 6,002      
San Marbeya - Whole  Loan
     13,810  
 to
     13,810       -       13,810  
 to
     13,810  
7-Feb-14
     13,726      
500-512 Seventh Ave - B Note
     10,373  
 to
     10,373       -       10,373  
 to
     10,373  
7-Feb-14
     10,344      
Wellington Tower - Mezzanine Loan
     3,102  
 to
     3,102       -       3,102  
 to
     3,102  
7-Feb-14
     3,102      
Legacy Orchard - Corporate Loan
     9,750  
 to
     9,750       -       9,750  
 to
     9,750  
11-Feb-14
     9,790      
Queensridge - Whole Loan
     4,600  
 to
     4,600       -       4,600  
 to
     4,600  
31-Mar-14
     4,695      
Stamford - Mezzanine Loan
     9,415  
 to
     9,415       -       9,415  
 to
     9,415  
6-Aug-14
     9,450      
The Shops at Wailea - B Note
     7,644  
 to
     7,644       -       7,644  
 to
     7,644  
7-Aug-14
     7,556      
Pinnacle - B Note
     5,108  
 to
     5,108       -       5,108  
 to
     5,108  
22-Oct-14
     4,970      
Playa Vista - Mezzanine Loan
     12,823  
 to
     14,323       -       12,823  
 to
     14,323  
9-Dec-14
     19,959   [4 ]
                                                           
Operating Properties Sold
                                                          
Newbury Apartments - Meriden, CT
     5,600  
 to
     5,600       (766 )     4,834  
 to
     4,834  
26-Feb-14
     5,734      
River City - Chicago, IL
     5,493  
 to
     5,493       -       5,493  
 to
     5,493  
5-Mar-14
     5,800      
High Point - Hillside, IL
     -  
 to
     -       -       -  
 to
     -  
5-Mar-14
     -      
1701 E. Woodfield - Shaumburg, IL
     1  
 to
     301       -       1  
 to
     301  
5-Mar-14
     150      
Enterprise - Westchester, IL
     -  
 to
     45       -       -  
 to
     45  
5-Mar-14
     50      
Crossroads I and II - Englewood, CO
     30,175  
 to
     30,175       (466 )     29,709  
 to
     29,709  
1-May-14
     30,634      
Amherst - Amherst, NY
     24,027  
 to
     25,743       (712 )     23,315  
 to
     25,031  
25-Jun-14
     23,788      
Fenway Wateridge - San Diego, CA
     350  
 to
     840       -       350  
 to
     840  
6-Aug-14
     2,383      
223 West Jackson - Chicago, IL
     5,804  
 to
     6,001       -       5,804  
 to
     6,001  
8-Sep-14
     5,769      
5400 Westheimer - Houston, TX
     7,616  
 to
     11,402       -       7,616  
 to
     11,402  
15-Oct-14
     10,750      
Waterford Apartments - Memphis, TN
     15,787  
 to
     16,992       (344 )     15,443  
 to
     16,648  
16-Oct-14
     15,516      
Kroger - Atlanta, GA
     1,992  
 to
     2,158       (112 )     1,880  
 to
     2,046  
20-Oct-14
     1,464      
Kroger - Greensboro, NC
     2,444  
 to
     2,750       (42 )     2,402  
 to
     2,708  
20-Oct-14
     1,708      
San Pedro - San Pedro, CA [2]
     20,290  
 to
     20,290       (481 )     19,809  
 to
     19,809  
24-Oct-14
     23,319   [2 ]
Kroger - Louisville, KY
     1,945  
 to
     2,140       (180 )     1,765  
 to
     1,960  
25-Nov-14
     2,320      
1515 Market Street - Philadelphia, PA
     27,807  
 to
     32,980       (3,433 )     24,374  
 to
     29,547  
2-Dec-14
     40,304      
Sealy Joint Venture - Northwest Atlanta
     2,546  
 to
     3,215       -       2,546  
 to
     3,215  
23-Dec-14
     5,641      
South Burlington, VT
     1,991  
 to
     2,305       (147 )     1,844  
 to
     2,158  
23-Dec-14
     2,552      
Monroe - Phoenix, AZ [2]
     40,579  
 to
     40,579       (578 )     40,001  
 to
     40,001  
14-Apr-15
     50,072   [2 ]
Vintage - Various
     67,625  
 to
     77,145       (1,035 )     66,590  
 to
     76,110  
1-Jun-15
     80,138   [5 ]
                                                           
Totals to Date
   $ 344,697  
 to
   $ 370,279     $ (8,296 )   $ 336,401  
 to
   $ 361,983       $ 397,686      
 
Notes
[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.
 
[2] 
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.
 
[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
 
[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.
 
[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.
 
 
 
 
 
CONSOLIDATED STATEMENTS OF NET ASSETS
(Liquidation Basis)
(unaudited, in thousands)
 
   
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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