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 Winthrop Realty Trust (the “Trust”) control 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 per share data)
(Unaudited)
| | June 30, | | | March 31, | | | December 31, | |
| | 2010 | | | 2010 | | | 2009 | |
ASSETS | | | | | | | | | |
Investments in real estate, at cost | | | | | | | | | |
Land | | | 20,659 | | | $ | 20,659 | | | $ | 20,659 | |
Buildings and improvements | | | 229,132 | | | | 229,046 | | | | 228,419 | |
| | | 249,791 | | | | 249,705 | | | | 249,078 | |
Less: accumulated depreciation | | | (33,279 | ) | | | (32,775 | ) | | | (31,269 | ) |
Investments in real estate, net | | | 216,512 | | | | 216,930 | | | | 217,809 | |
| | | | | | | | | | | | |
Cash and cash equivalents | | | 37,913 | | | | 76,591 | | | | 66,493 | |
Restricted cash held in escrows | | | 8,574 | | | | 7,753 | | | | 9,505 | |
Loans receivable, net | | | 53,395 | | | | 25,516 | | | | 26,101 | |
Accounts receivable, net of allowances of $430, $545 and $565, respectively | | | 11,870 | | | | 13,245 | | | | 14,559 | |
Securities carried at fair value | | | 43,754 | | | | 45,528 | | | | 52,394 | |
Loan securities carried at fair value | | | 4,673 | | | | 1,048 | | | | 1,661 | |
Available for sale securities, net | | | - | | | | 210 | | | | 203 | |
Preferred equity investment | | | 3,951 | | | | 3,992 | | | | 4,012 | |
Equity investments | | | 82,907 | | | | 73,010 | | | | 73,207 | |
Lease intangibles, net | | | 23,218 | | | | 23,926 | | | | 22,666 | |
Deferred financing costs, net | | | 1,366 | | | | 1,370 | | | | 1,495 | |
Assets held for sale | | | 2,180 | | | | 3,134 | | | | 3,087 | |
Deposits | | | 4,100 | | | | - | | | | - | |
TOTAL ASSETS | | $ | 494,413 | | | $ | 492,253 | | | $ | 493,192 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Mortgage loans payable | | | 213,375 | | | $ | 214,977 | | | $ | 216,767 | |
Series B-1 Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference; 852,000 shares authorized and outstanding at June 30, 2010, March 31, 2010 and December 31, 2009, respectively | | | 21,300 | | | | 21,300 | | | | 21,300 | |
Accounts payable and accrued liabilities | | | 8,670 | | | | 6,722 | | | | 7,401 | |
Dividends payable | | | 3,481 | | | | 3,474 | | | | 3,458 | |
Deferred income | | | 38 | | | | 43 | | | | 48 | |
Below market lease intangibles, net | | | 2,514 | | | | 2,679 | | | | 2,849 | |
TOTAL LIABILITIES | | | 249,378 | | | | 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, 144,000 and 544,000 shares authorized and outstanding June 30, 2010, March 31, 2010 and December 31, 2009, respectfully | | | 3,221 | | | | 3,221 | | | | 12,169 | |
Total non-controlling redeemable preferred interest | | | 3,221 | | | | 3,221 | | | | 12,169 | |
| | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | |
Winthrop Realty Trust Shareholders’ Equity: | | | | | | | | | | | | |
Common Shares, $1 par, unlimited shares authorized; 21,181,499 and 20,375,483 issued and outstanding at June 30, 2010 and December 31, 2009, respectively | | |
21,181
| | | | 21,137 | | | | 20,375 | |
Additional paid-in capital | | | 507,440 | | | | 506,876 | | | | 498,118 | |
Accumulated distributions in excess of net income | | | (299,584 | ) | | | (300,660 | ) | | | (301,317 | ) |
Accumulated other comprehensive loss | | | (73 | ) | | | (40 | ) | | | (87 | ) |
Total Winthrop Realty Trust Shareholders’ Equity | | | 228,964 | | | | 227,313 | | | | 217,089 | |
Non-controlling interests | | | 12,850 | | | | 12,524 | | | | 12,111 | |
Total Equity | | | 241,814 | | | | 239,837 | | | | 229,200 | |
TOTAL LIABILITIES AND EQUITY | | $ | 494,413 | | | $ | 492,253 | | | $ | 493,192 | |
WINTHROP REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except per share data)
(Unaudited)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
Revenue | | | | | | | | | | | | |
Rents and reimbursements | | $ | 9,636 | | | $ | 10,105 | | | $ | 19,156 | | | $ | 20,760 | |
Interest and dividends | | | 3,590 | | | | 2,214 | | | | 6,799 | | | | 3,966 | |
| | | 13,226 | | | | 12,319 | | | | 25,955 | | | | 24,726 | |
Expenses | | | | | | | | | | | | | | | | |
Property operating | | | 1,822 | | | | 1,643 | | | | 3,781 | | | | 3,502 | |
Real estate taxes | | | 340 | | | | 621 | | | | 1,060 | | | | 1,294 | |
Depreciation and amortization | | | 2,434 | | | | 2,634 | | | | 4,796 | | | | 5,485 | |
Interest | | | 3,666 | | | | 4,301 | | | | 7,317 | | | | 8,576 | |
Provision for loss on loans receivable | | | - | | | | 1,724 | | | | - | | | | 2,152 | |
General and administrative | | | 1,916 | | | | 1,875 | | | | 3,825 | | | | 3,317 | |
State and local taxes | | | 85 | | | | 147 | | | | 100 | | | | 197 | |
| | | 10,263 | | | | 12,945 | | | | 20,879 | | | | 24,523 | |
Other income (loss) | | | | | | | | | | | | | | | | |
Earnings (loss) from preferred equity investments | | | 85 | | | | (3,209 | ) | | | 168 | | | | (2,194 | ) |
Equity in loss of equity investments | | | (392 | ) | | | (82,249 | ) | | | (919 | ) | | | (100,412 | ) |
Gain on sale of securities carried at fair value | | | 78 | | | | 2,685 | | | | 773 | | | | 2,598 | |
Unrealized (loss) gain on securities carried at fair value | | | (750 | ) | | | 12,580 | | | | 1,790 | | | | 1,432 | |
Impairment loss on real estate loan available for sale | | | - | | | | (203 | ) | | | - | | | | (203 | ) |
Gain on extinguishment of debt | | | - | | | | - | | | | - | | | | 5,237 | |
Unrealized gain on loan securities carried at fair value | | | 3,625 | | | | - | | | | 3,012 | | | | - | |
Interest income | | | 40 | | | | 42 | | | | 77 | | | | 114 | |
| | | 2,686 | | | | (70,354 | ) | | | 4,901 | | | | (93,428 | ) |
| | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | 5,649 | | | | (70,980 | ) | | | 9,977 | | | | (93,225 | ) |
| | | | | | | | | | | | | | | | |
Discontinued operations | | | | | | | | | | | | | | | | |
Loss from discontinued operations | | | (898 | ) | | | (51 | ) | | | (776 | ) | | | (68 | ) |
| | | | | | | | | | | | | | | | |
Consolidated net income (loss) | | | 4,751 | | | | (71,031 | ) | | | 9,201 | | | | (93,293 | ) |
Income attributable to non-controlling interest | | | (175 | ) | | | (165 | ) | | | (420 | ) | | | (336 | ) |
Net income (loss) attributable to Winthrop Realty Trust | | | 4,576 | | | | (71,196 | ) | | | 8,781 | | | | (93,629 | ) |
Income attributable to non-controlling redeemable | | | | | | | | | | | | | | | | |
preferred interest | | | (58 | ) | | | - | | | | (171 | ) | | | - | |
Net income (loss) attributable to Common Shares | | $ | 4,518 | | | $ | (71,196 | ) | | $ | 8,610 | | | $ | (93,629 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | | | | | | | | | | | | | | | |
Consolidated net income (loss) | | $ | 4,751 | | | | (71,031 | ) | | $ | 9,201 | | | $ | (93,293 | ) |
Change in unrealized (loss) gain on available for sale securities | | | (5 | ) | | | 9 | | | | 2 | | | | 11 | |
Change in unrealized (loss) gain on interest rate derivative | | | (28 | ) | | | 127 | | | | 12 | | | | 265 | |
Change in unrealized loss from equity investments | | | - | | | | 26,371 | | | | - | | | | 26,174 | |
Comprehensive income (loss) | | $ | 4,718 | | | $ | (44,524 | ) | | $ | 9,215 | | | $ | (66,843 | ) |
WINTHROP REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except per share data, continued)
(Unaudited)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | | | | | | | | | | | |
Per Common Share data - Basic | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.25 | | | $ | (4.50 | ) | | $ | 0.44 | | | $ | (5.92 | ) |
Loss from discontinued operations | | | (0.04 | ) | | | - | | | | (0.03 | ) | | | - | |
Net income (loss) attributable to Winthrop Realty Trust | | $ | 0.21 | | | $ | (4.50 | ) | | $ | 0.41 | | | $ | (5.92 | ) |
| | | | | | | | | | | | | | | | |
Per Common Share data - Diluted | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.25 | | | $ | (4.50 | ) | | $ | 0.44 | | | $ | (5.92 | ) |
Loss from discontinued operations | | | (0.04 | ) | | | - | | | | (0.03 | ) | | | - | |
Net income (loss) attributable to Winthrop Realty Trust | | $ | 0.21 | | | $ | (4.50 | ) | | $ | 0.41 | | | $ | (5.92 | ) |
| | | | | | | | | | | | | | | | |
Basic Weighted-Average Common Shares | | | 21,175 | | | | 15,822 | | | | 20,888 | | | | 15,814 | |
Diluted Weighted-Average Common Shares | | | 21,177 | | | | 15,822 | | | | 21,412 | | | | 15,814 | |
WINTHROP REALTY TRUST
FUNDS FROM OPERATIONS ANALYSIS
(in thousands, except per share data)
(Unaudited)
| | Three Months | | | Six Months Ended June 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
Reconciliation of Net Income (Loss) to Funds from Operations (FFO): | | | | | | | | | | | | |
| | | | | | | | | | | | |
Basic | | | | | | | | | | | | |
Net income (loss) attributable to Winthrop Realty Trust | | $ | 4,576 | | | $ | (71,196 | ) | | $ | 8,781 | | | $ | (93,629 | ) |
Real estate depreciation | | | 1,508 | | | | 1,657 | | | | 3,014 | | | | 3,347 | |
Amortization of capitalized leasing costs | | | 894 | | | | 1,017 | | | | 1,719 | | | | 2,217 | |
Real estate depreciation and amortization | | | | | | | | | | | | | | | | |
of unconsolidated interests | | | 2,266 | | | | 1,007 | | | | 4,400 | | | | 2,054 | |
Less: Non-controlling interest share of depreciation | | | | | | | | | | | | | | | | |
and amortization | | | (799 | ) | | | (792 | ) | | | (1,584 | ) | | | (1,595 | ) |
Funds from operations | | | 8,445 | | | | (68,307 | ) | | | 16,330 | | | | (87,606 | ) |
Series C preferred dividends | | | (58 | ) | | | - | | | | (171 | ) | | | - | |
Allocation of earnings to Series B-1 Preferred Shares | | | (26 | ) | | | - | | | | (31 | ) | | | - | |
Allocation of earnings to Series C Preferred Shares | | | (43 | ) | | | - | | | | (162 | ) | | | - | |
FFO applicable to Common Shares - Basic | | $ | 8,318 | | | $ | (68,307 | ) | | $ | 15,966 | | | $ | (87,606 | ) |
Weighted-average Common Shares | | | 21,175 | | | | 15,822 | | | | 20,888 | | | | 15,814 | |
FFO Per Common Share - Basic | | $ | 0.39 | | | $ | (4.32 | ) | | $ | 0.76 | | | $ | (5.54 | ) |
| | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | | | |
Funds from operations (per above) | | $ | 8,445 | | | $ | (68,307 | ) | | $ | 16,330 | | | $ | (87,606 | ) |
Allocation of earnings to Series B-1 Preferred Shares (1) | | | (26 | ) | | | - | | | | (31 | ) | | | - | |
FFO applicable to Common Shares | | $ | 8,419 | | | $ | (68,307 | ) | | $ | 16,299 | | | $ | (87,606 | ) |
| | | | | | | | | | | | | | | | |
Weighted-average Common Shares (per above) | | | 21,175 | | | | 15,822 | | | | 20,888 | | | | 15,814 | |
Stock options (2) | | | 2 | | | | - | | | | 2 | | | | - | |
Convertible Series C Preferred Shares | | | 257 | | | | - | | | | 522 | | | | - | |
Diluted weighted-average Common Shares | | | 21,434 | | | | 15,822 | | | | 21,412 | | | | 15,814 | |
FFO Per Common Share - Fully Diluted | | $ | 0.39 | | | $ | (4.32 | ) | | $ | 0.76 | | | $ | (5.54 | ) |
(1) | The Trust's Series B-1 Preferred Shares were considered anti-dilutive for the three and six months ended June 30, 2010 and 2009. |
(2) | The Trust's stock options were considered anti-dilutive for the three and six months ended June 30, 2009. |
WINTHROP REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| | Six Months Ended June 30, | |
| | 2010 | | | 2009 | |
Cash flows from operating activities | | | | | | |
Net income (loss) | | $ | 9,201 | | | $ | (93,293 | ) |
Adjustments to reconcile net income (loss) to net cash | | | | | | | | |
provided by operating activities: | | | | | | | | |
Depreciation and amortization (including amortization | | | | | | | | |
of deferred financing costs) | | | 3,307 | | | | 3,746 | |
Amortization of lease intangibles | | | 1,369 | | | | 2,461 | |
Straight-lining of rental income | | | 708 | | | | 577 | |
(Earnings) losses of preferred equity investments | | | (168 | ) | | | 2,929 | |
Distributions from preferred equity investments | | | 229 | | | | 1,855 | |
Losses of equity investments | | | 919 | | | | 100,412 | |
Distributions from equity investments | | | 2,254 | | | | 665 | |
Restricted cash held in escrows | | | 1,656 | | | | (1,003 | ) |
Gain on sale of securities carried at fair value | | | (773 | ) | | | (2,598 | ) |
Unrealized gain on securities carried at fair value | | | (1,790 | ) | | | (1,432 | ) |
Unrealized gain on loan securities carried at fair value | | | (3,012 | ) | | | - | |
Impairment loss on real estate loan available for sale | | | - | | | | 203 | |
Impairment loss on real estate held for sale | | | 1,000 | | | | - | |
Gain on extinguishment of debt | | | - | | | | (5,237 | ) |
Provision for loss on loan receivable | | | - | | | | 2,152 | |
Tenant leasing costs | | | (2,349 | ) | | | (1,806 | ) |
Bad debt recovery | | | (250 | ) | | | (95 | ) |
Net change in interest receivable | | | (113 | ) | | | (480 | ) |
Loan discount accretion | | | (3,742 | ) | | | - | |
Net change in other operating assets and liabilities | | | 3,423 | | | | 1,082 | |
Net cash provided by operating activities | | | 11,869 | | | | 10,138 | |
| | | | | | | | |
Cash flows from investing activities | | | | | | | | |
Issuance and acquisition of loans receivable | | | (26,451 | ) | | | (11,147 | ) |
Investments in real estate | | | (1,753 | ) | | | (719 | ) |
Investment in equity investments | | | (12,873 | ) | | | - | |
Investment in real estate loan available for sale | | | - | | | | (35,000 | ) |
Purchase of securities carried at fair value | | | (1,856 | ) | | | (29,889 | ) |
Proceeds from preferred equity investments | | | - | | | | 60 | |
Proceeds from sale of securities carried at fair value | | | 13,174 | | | | 16,759 | |
Proceeds from sale of available for sale securities | | | 205 | | | | - | |
Proceeds from sale of loans receivable | | | 3,000 | | | | - | |
Restricted cash held in escrows | | | (2,171 | ) | | | 2,597 | |
Deposits on acquisition of loans receivable | | | (4,100 | ) | | | | |
Collection of loans receivable | | | 12 | | | | 6,800 | |
Net cash used in investing activities | | | (32,813 | ) | | | (50,539 | ) |
| | | | | | | | |
(Continued on next page) | |
WINTHROP REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in thousands, continued)
(Unaudited)
| | Six Months Ended June 30, | |
| | 2010 | | | 2009 | |
Cash flows from financing activities | | | | | | |
Proceeds from mortgage loans payable | | $ | - | | | $ | 49 | |
Proceeds from loan payable | | | - | | | | 19,818 | |
Proceeds from revolving line of credit | | | - | | | | 35,000 | |
Principal payments of mortgage loans payable | | | (3,392 | ) | | | (3,131 | ) |
Restricted cash held in escrows | | | 1,446 | | | | 3,938 | |
Payments of note payable | | | - | | | | (9,800 | ) |
Payment of revolving line of credit | | | - | | | | (35,000 | ) |
Deferred financing costs | | | (164 | ) | | | (61 | ) |
Contribution from non-controlling interest | | | 519 | | | | 723 | |
Distribution to non-controlling interest | | | (200 | ) | | | (743 | ) |
Issuance of Common Shares under Dividend Reinvestment Plan | | | 1,180 | | | | 727 | |
Dividend paid on Common Shares | | | (6,746 | ) | | | (9,888 | ) |
Dividend paid on Series C Preferred Shares | | | (279 | ) | | | - | |
Net cash (used in) provided by financing activities | | | (7,636 | ) | | | 1,632 | |
| | | | | | | | |
Net decrease in cash and cash equivalents | | | (28,580 | ) | | | (38,769 | ) |
Cash and cash equivalents at beginning of period | | | 66,493 | | | | 59,238 | |
Cash and cash equivalents at end of period | | $ | 37,913 | | | $ | 20,469 | |
| | | | | | | | |
Supplemental Disclosure of Cash Flow Information | | | | | | | | |
Interest paid | | $ | 7,216 | | | $ | 8,542 | |
| | | | | | | | |
Taxes paid | | $ | 98 | | | $ | 129 | |
| | | | | | | | |
Supplemental Disclosure on Non-Cash Investing and | | | | | | | | |
Financing Activities | | | | | | | | |
Dividends accrued on Common Shares | | $ | 3,442 | | | $ | 3,956 | |
Dividends accrued on Series C Preferred Shares | | $ | 39 | | | $ | - | |
Capital expenditures accrued | | $ | 165 | | | $ | 222 | |
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)
| | June 30, 2010 | | | March 31, 2010 | | | December 31, 2009 | |
Operating Real Estate | | | | | | | | | |
Land | | $ | 20,659 | | | | 20,659 | | | $ | 20,659 | |
Buildings and improvements | | | | | | | | | | | | |
Buildings | | | 217,793 | | | | 217,793 | | | | 217,793 | |
Building improvements | | | 6,995 | | | | 7,446 | | | | 6,819 | |
Tenant improvements | | | 4,344 | | | | 3,807 | | | | 3,807 | |
| | | 249,791 | | | | 249,705 | | | | 249,078 | |
Accumulated depreciation and amortization | | | (33,279 | ) | | | (32,775 | ) | | | (31,269 | ) |
Total Operating Real Estate | | $ | 216,512 | | | $ | 216,930 | | | $ | 217,809 | |
| | | | | | | | | | | | |
Accounts Receivable | | | | | | | | | | | | |
Straight-line rent receivable | | $ | 8,234 | | | | 8,342 | | | $ | 8,941 | |
Other | | | 3,636 | | | | 4,903 | | | | 5,618 | |
Total Accounts Receivable | | $ | 11,870 | | | $ | 13,245 | | | $ | 14,559 | |
| | | | | | | | | | | | |
Securities Carried at Fair Value | | | | | | | | | | | | |
Debentures | | $ | 15,907 | | | | 17,510 | | | $ | 18,794 | |
Preferred Shares | | | 25,922 | | | | 26,419 | | | | 23,950 | |
Common Shares | | | 1,925 | | | | 1,599 | | | | 9,650 | |
Total Securities Carried at Fair Value | | $ | 43,754 | | | $ | 45,528 | | | $ | 52,394 | |
| | | | | | | | | | | | |
Equity Investments | | | | | | | | | | | | |
Marc Realty Portfolio | | $ | 61,000 | | | | 58,070 | | | $ | 57,560 | |
Sealy Ventures Properties | | | 14,102 | | | | 14,940 | | | | 15,647 | |
WRT-ROIC Riverside | | | 7,805 | | | | - | | | | - | |
Lex-Win Concord | | | - | | | | - | | | | - | |
Total Equity Investments | | $ | 82,907 | | | $ | 73,010 | | | $ | 73,207 | |
| | | | | | | | | | | | |
Non-Controlling Interests | | | | | | | | | | | | |
Westheimer (Houston, TX) | | $ | 9,279 | | | $ | 9,052 | | | $ | 8,840 | |
River City / Marc Realty (Chicago, IL) | | | 2,597 | | | | 2,399 | | | | 2,084 | |
Ontario / Marc Realty (Chicago, IL) | | | 586 | | | | 696 | | | | 801 | |
1050 Corporetum / Marc Realty ( Lisle, IL) | | | 388 | | | | 377 | | | | 386 | |
Total Non-Controlling Interests | | $ | 12,850 | | | $ | 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 as of June 30, 2010, March 31, 2010 and December 31, 2009 (the "Balance Sheet"). See page 1 of this supplement for all Balance Sheet line items. |
WINTHROP REALTY TRUST
SCHEDULE OF SECURITIES CARRIED AT FAIR VALUE
(in thousands)
(Unaudited)
| | June 30, 2010 | | | March 31, 2010 | | | December 31, 2009 | |
| | Cost | | | Fair Value | | | Cost | | | Fair Value | | | Cost | | | Fair Value | |
| | | | | | | | | | | | | | | | | | |
Debentures | | $ | 11,045 | | | $ | 15,907 | | | $ | 12,183 | | | $ | 17,510 | | | $ | 13,597 | | | $ | 18,794 | |
Preferred shares | | | 14,868 | | | | 25,922 | | | | 14,641 | | | | 26,419 | | | | 14,231 | | | | 23,950 | |
Common shares | | | 1,660 | | | | 1,925 | | | | 1,223 | | | | 1,599 | | | | 8,234 | | | | 9,650 | |
Total securities carried at fair value | | $ | 27,573 | | | $ | 43,754 | | | $ | 28,047 | | | $ | 45,528 | | | $ | 36,062 | | | $ | 52,394 | |
| (1) | Securities carried at fair value are comprised of debentures, preferred shares, and common shares for which the Trust has elected the fair value option. |
| (2) | For the three months ended June 30, 2010, the Trust recognized an unrealized loss on securities carried at fair value of $750 and recognized an unrealized gain on securities carried at fair value of $1,790 for the six months ended June 30, 2010. |
WINTHROP REALTY TRUST
SCHEDULE OF LOANS RECEIVABLE AND LOAN SECURITIES
(In thousands)
(Unaudited)
Loans Receivable | | Acquisition Date | | Asset Type | | Location | | Interest Rate | | (000's) Carrying Amount (1) June 30, 2010 | | | (000's) Par Value | | | Maturity Date (2) | | (000's) Senior Debt (3) | |
Mezzanine (4) | | Various | | Office | | Chicago, IL | | | 8.50% | | $ | 1,070 | | | $ | 1,068 | | | Various | | $ | 18,290 | |
B Note | | Jun 2009 | | Office | | San Francisco, CA | | | (5) | | | 5,253 | | | | 38,796 | (6 | ) | Jun 2013 | | | 35,000 | |
Mezzanine | | Various | | Office | | San Francisco, CA | | | 15.00% | | | 2,422 | | | | 2,400 | | | Jun 2013 | | | 73,796 | |
B Note (7) | | Jun 2009 | | Office | | Phoenix, AZ | | | (7) | | | 2,486 | | | | 4,219 | | | Jun 2012 | | | 3,000 | |
B Note | | Dec 2009 | | Hotel | | Beverly Hills, CA | | Libor + 1.74% | | | 6,502 | | | | 10,000 | | | Aug 2011 | | | 166,000 | |
Mezzanine | | Dec 2009 | | Mixed use | | New York, NY | | | 6.79% | | | 2,406 | | | | 3,500 | | | Jul 2017 | | | 22,500 | |
B Note | | Dec 2009 | | Office | | New York, NY | | Libor + 1.50% | | | 8,244 | | | | 15,000 | | | Nov 2011 | | | 81,559 | |
Whole (9) | | May 2010 | | Office | | San Diego, CA | | | 7.47% | | | 6,622 | | | | 6,528 | | | Mar 2010 | | | - | |
Whole (9) | | Jun 2010 | | Office | | Deer Valley, AZ | | | (8) | | | 10,256 | | | | 20,491 | | | Apr 2009 | | | - | |
Whole (9) | | Jun 2010 | | Office | | Englewood, CO | | | 6.07% | | | 8,134 | | | | 10,031 | | | Jul 2015 | | | - | |
| | | | | | Total Loans Receivable | | $ | 53,395 | | | $ | 112,033 | | | | | | | |
Loan Securities Carried at Fair Value | | | | | | | | | | | | | | | | | | | | | | | | |
Rake Bonds | | Dec 2009 | | Office | | Burbank, CA | | | (10) | | $ | 4,605 | | | $ | 6,364 | | | Dec 2010 | | $ | 15,666 | |
CMBS | | Dec 2009 | | Various | | Various | | Libor + 1.75% | | | 68 | | | | 1,130 | | | Jul 2012 | | | 1,496,206 | |
| | | | Total Loan Securities Carried at Fair Value | | $ | 4,673 | | | $ | 7,494 | | | | | | | |
(1) | Carrying amount includes accrued interest of $310 and accretion of discount of $4,763 at June 30, 2010. |
(2) | After giving effect to all contractual extensions. |
(3) | Debt secured by the underlying property which is senior to our loan. |
(4) | Represents 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 June 30, 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 June 30, 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 borrower has notified us of its intent to pay off this loan in August 2010 at the discounted pay off amount of $2,500. |
(8) | The loan bears interest at a rate of 9.25% with respect to $18,200 and 10% with respect to $2,100 of par value. |
(9) | Loan is currently in default and the Trust has commenced foreclosure on the property. |
(10) | Ranges from Libor + 0.65% to Libor + 1.60%. |
WINTHROP REALTY TRUST
SCHEDULE OF CAPITALIZATION, DIVIDENDS AND LIQUIDITY
(in thousands, except per share data)
(Unaudited)
| | June 30, 2010 | |
Debt: | | | |
Mortgage loans payable | | $ | 213,375 | |
Series B-1 Preferred Shares | | | 21,300 | |
Total Debt | | | 234,675 | |
| | | | |
Non-Controlling Redeemable Preferred Interest: | | | | |
Series C Preferred Shares | | | 3,221 | |
| | | | |
Equity: | | | | |
Common Shares (21,181,449 shares outstanding) | | | 228,964 | |
Non-controlling ownership interests | | | 12,850 | |
Total Equity | | | 241,814 | |
| | | | |
Total Capitalization | | $ | 479,710 | |
| |
| Common Dividend Per Share |
| June 30, 2010 | | | March 31, 2010 | | | December 31, 2009 | |
| | | | | | | | |
| $ | 0.1625 | | | $ | 0.1625 | | | $ | 0.1625 | |
| | | | | | | | | | | |
Total Liquidity and Credit Facility does not reflect impact of ongoing acquisition activity occurring after June 30, 2010.
WINTHROP REALTY TRUST
NET OPERATING INCOME FROM CONSOLIDATED PROPERTIES
(in thousands)
(Unaudited)
| | Three Months Ended | |
| | June 30, 2010 | | | March 31, 2010 | | | December 31, 2010 | |
Rents and reimbursements | | | | | | | | | |
Minimum rent | | $ | 8,920 | | | $ | 9,110 | | | $ | 8,659 | |
Deferred rents (straight-line) | | | (109 | ) | | | (599 | ) | | | 767 | |
Recovery income | | | 746 | | | | 941 | | | | 472 | |
Less: | | | | | | | | | | | | |
Above and below market rents | | | 165 | | | | 154 | | | | (143 | ) |
Lease concessions and abatements | | | (86 | ) | | | (86 | ) | | | (197 | ) |
Total rents and reimbursements | | | 9,636 | | | | 9,520 | | | | 9,558 | |
| | | | | | | | | | | | |
Rental property expenses | | | | | | | | | | | | |
Property operating | | | 1,822 | | | | 1,959 | | | | 1,550 | |
Real estate taxes | | | 340 | | | | 720 | | | | 573 | |
Total rental property expenses | | | 2,162 | | | | 2,679 | | | | 2,123 | |
| | | | | | | | | | | | |
Net operating income (1) | | | | | | | | | | | | |
from consolidated properties | | $ | 7,474 | | | $ | 6,841 | | | $ | 7,435 | |
(1) | See definition of non-GAAP measure of Net Operating Income on page 20 of the supplemental package. |
WINTHROP REALTY TRUST
CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA
June 30, 2010
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 | | $ 3,986 | | Ground Lease | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
Denton, TX (3) | | 2004 | | 100% | | 48,000 | | 100% | | The Kroger Co. (2010) | | 48,000 | | 1,355 | | Land Estate | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
Greensboro, NC | | 2004 | | 100% | | 47,000 | | 100% | | The Kroger Co. (2017/2037) | | 47,000 | | 3,267 | | Ground Lease | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
Knoxville, TN (3) | | 2004 | | 100% | | 43,000 | | 100% | | The Kroger Co. (2010) | | 43,000 | | 1,825 | | 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 | | 2,342 | | Land Estate | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
Memphis, TN | | 2004 | | 100% | | 47,000 | | 100% | | The Kroger Co. (2015/2040) | | 47,000 | | 655 | | Land Estate | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
Seabrook TX | | 2004 | | 100% | | 53,000 | | 100% | | The Kroger Co. (2015/2040) | | 53,000 | | 1,199 | | Land Estate | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
Sherman, TX (3) | | 2004 | | 100% | | 46,000 | | 100% | | The Kroger Co. (2010) | | 46,000 | | 708 | | Land Estate | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
St. Louis, MO (3) | | 2004 | | 100% | | 46,000 | | 100% | | The Kroger Co. (2010) | | 46,000 | | 853 | | Land Estate | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Retail | | | | | | 484,000 | | | | | | | | 16,191 | | | | | (1) | |
(Continued on next page )
WINTHROP REALTY TRUST
CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)
June 30, 2010
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 | | $ 17,308 | | Fee | | $16,323 | | 10/2013 5.65% |
| | | | | | | | | | | | | | | | | | | | |
Andover, MA | | 2005 | | 100% | | 93,000 | | 100% | | PAETEC Comm. (2022/2037) | | 93,000 | | 4,815 | | Ground Lease | | 6,201 | | 03/2011 6.60% |
| | | | | | | | | | | | | | | | | | | | |
Chicago, IL (Ontario / Marc Realty) | | 2005 | | 80% | | 126,000 | | 86% | | The Gettys Group (2011/2016) | | 16,000 | | 22,132 | | Fee | | 20,970 | | 03/2016 5.75% |
| | | | | | | | | | River North Surgery (2015/ n/a) | | 15,000 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Chicago, IL (River City / Marc Realty ) | | 2007 | | 60% | | 253,000 | | 69% | | Bally Total Fitness (2011/2021) | | 55,000 | | 13,407 | | Fee | | 9,100 | | 04/2012 6.00% |
| | | | | | | | | | MCI d/b/a Verizon (2019/2023) | | 37,000 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Houston, TX | | 2004 | | 8% | | 614,000 | | 100% | | Spectra Energy (2018/2028) | | 614,000 | | 60,823 | | Fee | | 62,164 | | 04/2016 6.37% |
| | | | | | | | | | | | | | | | | | | | |
Indianapolis, IN (Circle Tower) | | 1974 | | 100% | | 111,000 | | 85% | | No Tenants Over 10% | | - | | 4,376 | | Fee | | 4,281 | | 04/2015 5.82% |
| | | | | | | | | | | | | | | | | | | | |
Lisle, IL | | 2006 | | 100% | | 169,000 | | 50% | | United Healthcare (2014/ n/a) | | 41,000 | | 18,868 | | Fee | | 17,058 | | 06/2016 6.26% |
| | | | | | | | | | | | | | | | | | | | |
Lisle, IL | | 2006 | | 100% | | 67,000 | | 85% | | T Systems, Inc. (4) (2010/2015) | | 35,000 | | 8,248 | | Fee | | 6,967 | | 06/2016 6.26% |
| | | | | | | | | | ABM Janitorial MW (2012/2014) | | 11,000 | | | | | | | | |
| | | | | | | | | | Zenith Insurance (5) (2010/2013) | | 10,000 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Lisle, IL (Marc Realty) | | 2006 | | 60% | | 54,000 | | 100% | | Ryerson (2018/2028) | | 54,000 | | 3,716 | | Fee | | 5,600 | | 03/2017 5.55% |
| | | | | | | | | | | | | | | | | | | | |
Orlando, FL | | 2004 | | 100% | | 256,000 | | 100% | | Siemens Real Estate, Inc. (2017/2042) | | 256,000 | | 14,859 | | Ground Lease | | 38,903 | | 07/2017 6.40% |
| | | | | | | | | | | | | | | | | | | | |
Plantation, FL | | 2004 | | 100% | | 133,000 | | 100% | | BellSouth (2020/2035) | | 133,000 | | 7,679 | | Land Estate | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
South Burlington, VT | | 2005 | | 100% | | 56,000 | | 100% | | Fairpoint Comm. (2014/2029) | | 56,000 | | 2,753 | | Ground Lease | | 2,658 | | 03/2011 6.60% |
| | | | | | | | | | | | | | | | | | | | |
Subtotal - Office | | | | | | 2,132,000 | | | | | | | | 178,984 | | | | 190,225 | | |
WINTHROP REALTY TRUST
CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)
June 30, 2010
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 | | 10,697 | | Fee | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
Mixed Use | | | | | | | | | | | | | | | | | | | | |
Churchill, PA | | 2004 | | 100% | | 1,008,000 | | 100% | | Viacom, Inc. (2010/2040) | | 1,008,000 | | 10,640 | | Ground Lease | | (1) | | (1) |
| | | | | | | | | | | | | | | | | | | | |
Subtotal - Other | | | | | | 1,595,000 | | | | | | | | 21,337 | | | | (1) | | |
Total Consolidated Properties | | 4,211,000 | | | | | | | | $ 216,512 | | | | $ 213,375 | | |
(**) Occupancy rates include all signed leases, including space undergoing tenant improvements. |
| |
(1) | Our retail properties and our properties located in Churchill, PA, Plantation, FL, and Jacksonville, FL collateralized $23,150 of mortgage debt at an interest rate of LIBOR + 1.75% which matures in June 2011. |
(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. |
(4) | T-Systems, Inc lease expires on 12/31/2010 and management is currently in negotiations with tenant and on renewal terms. |
(5) | Zenith Insurance lease expires on 9/30/2010 and management is currently in negotiations with tenant and on renewal terms. |
WINTHROP REALTY TRUST
EQUITY INVESTMENTS – SELECTED PROPERTY DATA
June 30, 2010
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 | | 96% | | No tenants over 10% | | - | | $ 7,050 | | Ground Lease | | $ 4,001 | | 08/2011 6.87% |
| | | | | | | | | | | | | | | | | | | | |
11 East Adams, Chicago, IL | | 2005 | | 49% | | 161,000 | | 76% | | IL School of Health (2015/2020) | | 28,700 | | 3,217 | | Fee | | 9,999 | | 08/2011 Libor + 2% |
| | | | | | | | | | | | | | | | | | | | |
29 East Madison, Chicago, IL | | 2005 | | 50% | | 235,000 | | 89% | | Computer Systems Institute (2020/2030) | | 25,000 | | 7,836 | | Fee | | 11,435 | | 05/2013 5.20% |
| | | | | | | | | | | | | | | | | | | | |
30 North Michigan, Chicago, IL | | 2005 | | 50% | | 221,000 | | 92% | | No tenants over 10% | | - | | 12,012 | | Fee | | 13,274 | | 08/2014 5.99% |
| | | | | | | | | | | | | | | | | | | | |
223 West Jackson, Chicago, IL | | 2005 | | 50% | | 168,000 | | 78% | | Intertrack Partners (7) (2010) | | 27,400 | | 7,358 | | Fee | | 8,001 | | 06/2012 6.92% |
| | | | | | | | | | | | | | | | | | | | |
4415 West Harrison, Hillside, IL | | 2005 | | 50% | | 192,000 | | 68% | | North American Medical Mgmt (2015/2020) | | 21,200 | | 6,034 | | Fee | | 4,872 | | 12/2017 5.62% |
| | | | | | | | | | | | | | | | | | | | |
2000-60 Algonquin, Shaumburg, IL | | 2005 | | 50% | | 101,000 | | 65% | | Landmark Merchant (8) (2010) | | 10,300 | | 2,284 | | Fee | | (2) | | 02/2013 Libor + 2.75% |
| | | | | | | | | | | | | | | | | | | | |
1701 E. Woodfield, Shaumburg, IL | | 2005 | | 50% | | 175,000 | | 83% | | No tenants over 10% | | - | | 3,163 | | Fee | | 10,408 | | 05/2011 5.73% (9) |
| | | | | | | | | | | | | | | | | | | | |
2720 River Rd, Des Plains, IL | | 2005 | | 50% | | 108,000 | | 92% | | No tenants over 10% | | - | | 4,117 | | Fee | | 2,652 | | 10/2012 6.095% |
| | | | | | | | | | | | | | | | | | | | |
3701 Algonquin, Rolling Meadows IL | | 2005 | | 50% | | 193,000 | | 82% | | ISACA (2018/2024) | | 23,400 | | 3,046 | | Fee | | 10,442 | | 02/2013 Libor + 2.75% |
| | | | | | | | | | Relational Funding (2013/ n/a) | | 19,900 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
2205-55 Enterprise, Westchester, IL | | 2005 | | 50% | | 130,000 | | 93% | | Consumer Portfolio (2014/2019) | | 18,900 | | 3,102 | | Fee | | (2) | | 02/2013 Libor + 2.75% |
| | | | | | | | | | | | | | | | | | | | |
900-910 Skokie, Northbrook, IL | | 2005 | | 50% | | 119,000 | | 83% | | MIT Financial Group (2016/ n/a) | | 12,600 | | 1,781 | | Fee | | 5,452 | | 02/2011 Libor + 2% |
| | | | | | | | | | | | | | | | | | | | |
Subtotal - Marc Realty Portfolio | | | | 1,977,000 | | | | | | | | 61,000 | | | | 92,288 | | |
WINTHROP REALTY TRUST
EQUITY INVESTMENTS – SELECTED PROPERTY DATA (Continued)
June 30, 2010
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 | | 71% | | Original Mattress (2020/2025) | | 57,000 | | $ 2,840 | | Fee | | $ 28,750 | | 01/2012 5.7% |
| | | | | | | | | | | | | | | | | | | | |
Atlanta, GA (3) (Newmarket) | | 2008 | | 68% | | 470,000 | | 69% | | Alere Health (2011/ n/a) | | 76,000 | | 7,392 | | Fee | | 37,000 | | 11/2016 6.12% |
| | | | | | | | | | | | | | | | | | | | |
Nashville, TN (5) (Airpark) | | 2007 | | 50% | | 1,155,000 | | 89% | | No tenants over 10% | | - | | 3,870 | | Fee | | 74,000 | | 05/2012 5.77% |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal - Sealy Venture Properties | | 2,097,000 | | | | (Northwest Atlanta) | | | | 14,102 | | | | 139,750 | | |
| | | | | | | | | | | | | | | | | | | | |
Riverside Plaza Loan Asset- Equity Investment | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
WRT-ROIC Riverside (6) | | 2010 | | 50% | | | | | | | | | | 7,805 | | | | - | | |
| | | | | | | | | | | | | | | | | | | | |
Total Equity Investment Properties | | 4,074,000 | | | | | | | | $ 82,907 | | | | $ 232,038 | | |
(**) Occupancy rates include all signed leases including space undergoing tenant improvements |
(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 $11,752 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. |
(6) | On June 28, 2010 the Trust entered into a 50%-50% joint venture with Retail Opportunity Investment Corp. (“ROIC”). The new joint venture entity was formed and funded by its members concurrent with its purchase of the Riverside Plaza loan. |
(7) | Intertrack Partners' lease expired on July 31, 2010 and tenant has vacated and space is being marketed. |
(8) | Landmark Merchant's lease expired on June 30, 2010 and tenant has vacated and space is being marketed. |
(9) | On July 1, 2010 Winthrop acquired the debt of its joint venture property, 1701 E. Woodfield, for $8,200. Simultaneously with the acquisition of this loan, the venture made a principal payment on the loan of $3,200 (50% of which was contributed by each Winthrop and Marc Realty) and the loan was modified to reduce the balance to $5,000 which bears interest at 8% per annum and matures on July 1, 2011. |
WINTHROP REALTY TRUST
CONSOLIDATED PROPERTIES - OPERATING SUMMARY
Six Months ended June 30, 2010
(in thousands, except for Number of Properties and Square Footage)
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 | | | $ | 1,192 | | | $ | 26 | | | $ | - | | | $ | 1,166 | | | $ | - | | | $ | - | | | $ | 129 | | | $ | - | | | $ | 1,037 | |
Office | | | 100 | % | | | 8 | | | | 1,085,000 | | | | 6,992 | | | | 1,426 | | | | 285 | | | | 5,281 | | | | 2,952 | | | | - | | | | 2,027 | | | | - | | | | 302 | |
Other | | | 100 | % | | | 2 | | | | 1,595,000 | | | | 2,186 | | | | 318 | | | | (20 | ) | | | 1,888 | | | | - | | | | - | | | | 204 | | | | - | | | | 1,684 | |
| | | | | | | 20 | | | | 3,164,000 | | | | 10,370 | | | | 1,770 | | | | 265 | | | | 8,335 | | | | 2,952 | | | | - | | | | 2,360 | | | | - | | | | 3,023 | |
Partially Owned Consolidated Properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chicago, IL (Ontario/Marc Realty) | | | 80 | % | | | 1 | | | | 126,000 | | | | 2,370 | | | | 830 | | | | 420 | | | | 1,120 | | | | 614 | | | | - | | | | 584 | | | | 15 | | | | (63 | ) |
Chicago, IL (River City/Marc Realty) | | | 60 | % | | | 1 | | | | 253,000 | | | | 2,023 | | | | 1,010 | | | | 348 | | | | 665 | | | | 300 | | | | - | | | | 380 | | | | 6 | | | | (9 | ) |
Houston, TX (Multiple LP's) | | | 8 | % | | | 1 | | | | 614,000 | | | | 3,957 | | | | 5 | | | | - | | | | 3,952 | | | | 2,009 | | | | - | | | | 1,396 | | | | (440 | ) | | | 107 | |
Lisle, IL (Marc Realty) | | | 60 | % | | | 1 | | | | 54,000 | | | | 436 | | | | 166 | | | | 27 | | | | 243 | | | | 162 | | | | - | | | | 76 | | | | (1 | ) | | | 4 | |
| | | | | | | 4 | | | | 1,047,000 | | | | 8,786 | | | | 2,011 | | | | 795 | | | | 5,980 | | | | 3,085 | | | | - | | | | 2,436 | | | | (420 | ) | | | 39 | |
KeyBank mortgage loan interest expense (2) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 362 | | | | - | | | | - | | | | - | | | | (362 | ) |
Total Consolidated Properties | | | | 24 | | | | 4,211,000 | | | $ | 19,156 | | | $ | 3,781 | | | $ | 1,060 | | | $ | 14,315 | | | $ | 6,399 | | | $ | - | | | $ | 4,796 | | | $ | (420 | ) | | $ | 2,700 | |
Series B-1 Preferred interest expense (3) | | | | | | | | | | | | | | | | | | | | | | | | 781 | | | | | | | | | | | | | | | | | |
Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 137 | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 7,317 | | | | | | | | | | | | | | | | | |
(1) | See definition of Net Operating Income and Net Income / (Loss) from Consolidated Properties on page 20 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 (dividends) on our Series B-1 Preferred Shares treated as debt for GAAP purposes. |
WINTHROP REALTY TRUST
EQUITY INVESTMENTS - OPERATING SUMMARY
Six months ended June 30, 2010
(in thousands, except for Number of Properties and Square Footage)
Venture | | Number of Properties | | Square Footage | | | Rents and Reimburse-ments | | | Operating Expenses | | | Real Estate Taxes | | | Net Operating Income (3) | | | Interest Expense | | | Other Income (Expense) | | | Deprec & Amort | | | Net Income / (Loss) from Equity Invest- ments | | | WRT' S Share of Net Income / (Loss) from Equity Investments | |
Marc Realty Portfolio (1) | | | 12 | | | | 1,977,000 | | | | 20,381 | | | | 8,461 | | | | 2,964 | | | | 8,956 | | | | 2,368 | | | | (986 | ) | | | 4,693 | | | | 909 | | | | 451 | |
Sealy Venture Portfolio | | | 3 | | | | 2,097,000 | | | | 8,544 | | | | 1,774 | | | | 893 | | | | 5,877 | | | | 4,138 | | | | (499 | ) | | | 3,391 | | | | (2,151 | ) | | | (1,231 | ) |
Total Equity Investment Properties | | | 15 | | | | 4,074,000 | | | $ | 28,925 | | | $ | 10,235 | | | $ | 3,857 | | | $ | 14,833 | | | $ | 6,506 | | | $ | (1,485 | ) | | $ | 8,084 | | | $ | (1,242 | ) | | | (780 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of Marc Realty Portfolio basis differential (1) | | | | | | | | | | | | | | | | | | | | | | | | (144 | ) |
WRT-ROIC Riverside - Winthrop's share of net income from equity investment | | | | | | | | | | | | | | | | | | | | | | | | 5 | |
Equity in loss of equity investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (919 | ) |
(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 20 of the supplemental package. |
WINTHROP REALTY TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES OF INCOME TO
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHARES
(in thousands)
| | Three Months Ended | | | Six Months Ended | | | Three Months Ended | | | Three Months Ended | |
| | June 30, | | | June 30, | | | March 31, | | | December 31. | |
| | 2010 | | | 2010 | | | 2010 | | | 2009 | |
| | | | | | | | | | | | |
NOI from consolidated properties (1), (4) | | | 7,474 | | | | 14,315 | | | | 6,841 | | | | 7,435 | |
| | | | | | | | | | | | | | | | |
Less: | | | | | | | | | | | | | | | | |
Interest expense | | | (3,207 | ) | | | (6,399 | ) | | | (3,192 | ) | | | (3,377 | ) |
Depreciation and amortization | | | (2,434 | ) | | | (4,796 | ) | | | (2,362 | ) | | | (2,647 | ) |
Impairment loss on investments in real estate | | | - | | | | - | | | | - | | | | (10,000 | ) |
Income attributable to non-controlling interest | | | (175 | ) | | | (420 | ) | | | (245 | ) | | | (366 | ) |
WRT share of loss from consolidated properties (2), (4) | | | 1,658 | | | | 2,700 | | | | 1,042 | | | | (8,955 | ) |
| | | | | | | | | | | | | | | | |
Equity in loss of equity investments (3) | | | (392 | ) | | | (919 | ) | | | (527 | ) | | | (2,891 | ) |
| | | | | | | | | | | | | | | | |
Add: | | | | | | | | | | | | | | | | |
Earnings from preferred equity investments | | | 85 | | | | 168 | | | | 83 | | | | - | |
Interest and dividend income | | | 3,590 | | | | 6,799 | | | | 3,209 | | | | 874 | |
Gain on sale of securities carried at fair value | | | 78 | | | | 773 | | | | 695 | | | | 2,142 | |
Gain on extinguishment of debt | | | - | | | | - | | | | - | | | | 1,164 | |
Unrealized gain on loan securities carried at fair value | | | 3,625 | | | | 3,012 | | | | - | | | | - | |
Unrealized gain on securities carried at fair value | | | - | | | | 1,790 | | | | 2,540 | | | | 3,852 | |
Interest income | | | 40 | | | | 77 | | | | 37 | | | | 27 | |
State and local tax refunds | | | - | | | | - | | | | - | | | | 54 | |
Income from discontinued operations | | | - | | | | - | | | | 122 | | | | 566 | |
| | | | | | | | | | | | | | | | |
Less: | | | | | | | | | | | | | | | | |
Series B-1 Preferred interest expense | | | (391 | ) | | | (781 | ) | | | (391 | ) | | | (474 | ) |
General and administrative | | | (1,916 | ) | | | (3,825 | ) | | | (1,909 | ) | | | (2,166 | ) |
State and local tax expense | | | (85 | ) | | | (100 | ) | | | (15 | ) | | | - | |
Unrealized loss on loan securities carried at fair value | | | - | | | | - | | | | (613 | ) | | | - | |
Unrealized loss on securities carried at fair value | | | (750 | ) | | | - | | | | - | | | | - | |
Interest expense - other | | | (68 | ) | | | (137 | ) | | | (68 | ) | | | (68 | ) |
Series C Preferred interest | | | (58 | ) | | | (171 | ) | | | (113 | ) | | | (147 | ) |
Loss on discontinued operations | | | (898 | ) | | | (776 | ) | | | - | | | | - | |
Net income (loss) attributable to Common Shares | | $ | 4,518 | | | $ | 8,610 | | | $ | 4,092 | | | $ | (6,022 | ) |
(1) | See detail for the three months ended June 30, 2010 on Page 11 of the supplemental package. |
(2) | See detail for the six months ended June 30, 2010 on Page 17 of the supplemental package. |
(3) | See detail for the six months ended June 30, 2010 on Page 18 of the supplemental package. |
(4) | See definitions for non-GAAP measures on page 20 of the supplemental package. |
WINTHROP REALTY TRUST
DEFINITIONS
Funds From Operations (FFO):
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 ne t 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 Compa ny’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
Net Operating Income (NOI):
Net operating income is a non-GAAP measure equal to revenues from all rental property less operating expenses and real estate taxes. We believe NOI is a useful measure for evaluating operating performance of our real estate assets as well as those held by our unconsolidated equity investments. 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 conju nction 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 / (Loss) from Consolidated Properties:
Net Income / (Loss) 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 / (Loss) from Consolidated Properties is a useful measure for evaluating operating performance of our consolidated operating properties. Net Income / (Loss) from Consolidated Properties presented by us may not be comparable to Net Income / (Loss) 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 / (Loss) from Consolidated Properties should be examined in conjunction with net income as presented in our consolidated financial s tatements. Net Income / (Loss) 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.