Winthrop Realty Trust Announces Results for Fourth Quarter 2015
10 Marzo 2016 - 1:46AM
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 fourth quarter ended December 31, 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 December 31, 2015 would result in
future liquidating distributions of approximately $14.18 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 market conditions, 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 $1.00 per common
share liquidating distribution which was paid on December 3, 2015
this current estimate represents an increase in liquidating
distributions of $0.01 per common share above the Company’s
estimate at September 30, 2015. The increase is primarily the
result of an increase in the liquidation value of the Company’s 701
Seventh Avenue, Times Square equity investment to $202.1 million
due to an increase in projected retail rents and an increase in the
liquidation value of the Company’s Lake Brandt, Greensboro, North
Carolina residential property. These increases were partially
offset by: (i) a decrease in estimated cash flow received from the
Company’s Sullivan Center investment due to a substantially shorter
than expected hold period; (ii) a reduction in estimated receipts
from the Company’s CDH CDO venture due to a decrease in the
underlying collateral value of one of its loan assets; (iii) a
decrease in the liquidation value of the Company’s luxury
residential property in Houston, Texas due to a downturn in the
Houston real estate market related to the energy industry; and (iv)
a decrease in the liquidation value of the Company’s 450 West 14th
Street, New York property due to a change in exit strategy
resulting in lower expected proceeds on disposition.
2015 Fourth Quarter Activity and
Subsequent Events
Assets Sold
- Edens Center and Norridge Commons – On October 9, 2015 the
Company received $3.1 million in full satisfaction of its loan
receivable, accrued and unpaid interest, and its participation
interest. In addition, in connection with the loan
satisfaction, the Company sold its general partner interests in
Edens Center and Norridge Commons for an aggregate price of
$493,000 pursuant to the terms of an existing option agreement
bringing total consideration received on disposition to $3.6
million. The aggregate liquidation value of these interests
was $3.6 million at September 30, 2015 and $3.5 million at June 30,
2015.
Assets Under Contract for Sale
- Highgrove, Stamford, Connecticut – On January 21, 2016 the
contract (the “First Purchase Agreement”) which was previously
entered into to sell the apartment building located in Stamford,
Connecticut was terminated due to the prospective purchaser’s
inability to timely close. In accordance with the terms of
the purchase agreement, the venture in which the Company holds an
83.7% interest retained the $5.0 million deposit.On February 18,
2016 the venture entered into a purchase agreement (the “Second
Purchase Agreement”) to sell this asset for gross proceeds of $87.5
million. The purchaser has provided a $10.0 million
non-refundable deposit. The closing is expected to occur, if
at all, in the second quarter of 2016. In connection with
entering into the Second Purchase Agreement, the venture entered
into a settlement agreement with the purchaser under the First
Purchase Agreement providing for the return of $1.0 million of the
previously retained deposit and an agreement to return up to an
additional $1.5 million of the previously retained deposit upon the
closing or termination of the Second Purchase Agreement. As a
result, assuming the consummation of the transaction contemplated
by the Second Purchase Agreement, the venture will receive gross
sales proceeds, inclusive of forfeited deposits, totaling $90.0
million.
- Sullivan Center, Chicago, Illinois – On January 8, 2016 the
Company entered into a contract with its Sullivan Center venture
partner to sell its interest in WRT One South State Lender LP which
holds the mezzanine loan on the property and its interest in
WRT-Elad One South State Equity LP for an aggregate purchase price
of approximately $91.6 million subject to upward adjustment for
additional advances on the mezzanine loan by the Company prior to
closing plus accrued and unpaid interest. An additional $2.8
million advanced on the mezzanine loan on January 15, 2016 will be
added to the purchase price at closing. The buyer’s $3.0
million deposit under the purchase contract is non-refundable.
The buyer has the right to extend the closing date to
May 16, 2016 with two additional $1.0 million non-refundable
deposits. If consummated, the sale is expected to close by
May 16, 2016.
- Lake Brandt, Greensboro, North Carolina – On January 20, 2016
the Company entered into a contract with an independent third party
to sell its residential property known as Lake Brandt Apartments
for gross proceeds of $20.0 million. The buyer’s $0.5 million
deposit under the contract is non-refundable. If consummated,
the sale is expected to close in the second quarter of 2016.
The liquidation value was $20.0 million at December 31, 2015 and
$18.6 million at September 30, 2015.
Properties Currently Being Marketed for
Sale
- One East Erie, Chicago, IL – a 126,000 square foot
multi-tenanted office property and parking garage.
- 550 Corporetum, Lisle, IL – a 169,000 square foot
multi-tenanted office property.
- Churchill, PA – a 52,000 square foot mixed use facility leased
to Westinghouse Electric Company LLC.
For
a complete list of the Company’s assets and current projected
disposition timetable, refer to our quarterly supplemental report
at www.winthropreit.com in the Investor Relations
section.
Distribution
On December 3, 2015 paid a liquidating
distribution of $1.00 per common share of beneficial interest to
common shareholders of record on November 25, 2015.
Conference Call Information
The Company will host a conference call to
discuss its fourth quarter 2015 activities today, Monday, February
29, 2016 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 March
29, 2016 by dialing (877) 660-6853; conference ID 13628533.
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.
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) |
|
|
December 31, |
|
December 31, |
|
|
2015 |
|
|
|
2014 |
|
ASSETS |
|
|
|
Investments in real estate |
$ |
353,862 |
|
|
$ |
557,325 |
|
Equity investments |
|
327,738 |
|
|
|
389,921 |
|
Cash and cash
equivalents |
|
21,128 |
|
|
|
127,583 |
|
Restricted cash held in
escrows |
|
6,603 |
|
|
|
5,831 |
|
Loans receivable |
|
5,280 |
|
|
|
24,005 |
|
Secured financing
receivable |
|
28,928 |
|
|
|
29,210 |
|
Accounts
receivable |
|
2,090 |
|
|
|
1,468 |
|
Loan securities |
|
- |
|
|
|
918 |
|
TOTAL ASSETS |
|
745,629 |
|
|
|
1,136,261 |
|
|
|
|
|
LIABILITIES |
|
|
|
Mortgage loans
payable |
|
172,095 |
|
|
|
296,954 |
|
Senior notes payable |
|
- |
|
|
|
71,265 |
|
Liability for
non-controlling interests |
|
17,796 |
|
|
|
46,564 |
|
Liability for estimated
costs in excess of estimated receipts during liquidation |
|
29,297 |
|
|
|
31,253 |
|
Dividends
payable |
|
1,822 |
|
|
|
82,353 |
|
Accounts
payable, accrued liabilities and other liabilities |
|
6,382 |
|
|
|
10,794 |
|
Related party fees
payable |
|
1,841 |
|
|
|
2,374 |
|
TOTAL
LIABILITIES |
|
229,233 |
|
|
|
541,557 |
|
|
|
|
|
COMMITMENTS AND
CONTINGENCIES |
|
|
|
Net assets in
liquidation |
$ |
516,396 |
|
|
$ |
594,704 |
|
|
|
|
|
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, 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
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