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Winthrop Realty Trust Announces Third Quarter 2009 Results and Declares Fourth Quarter Cash Dividend

Posted : Thu, 05 Nov 2009 13:07:36 GMT
Author : Winthrop Realty Trust
Category : Press Release
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BOSTON, Nov. 5 MA-Winthrop-3Q-earns

BOSTON, Nov. 5 /PRNewswire-FirstCall/ -- Winthrop Realty Trust (NYSE: FUR) announced today financial and operating results for the third quarter ended September 30, 2009. All per Common Share amounts are on a diluted basis, and the presentation for the period ended September 30, 2008 has been revised to reflect the effect of the reverse stock split in November 2008.

2009 Third Quarter Highlights and Recent Events

  • The Company reported net income of $15.2 million or $0.90 per share for the quarter ended September 30, 2009, compared with net income of $2.2 million or $0.14 per share for the quarter ended September 30, 2008.

  • In July 2009 the Company sold to an unrelated third party a $35.0 million 9.75% A Note at par with respect to the first mortgage loan collateralized by an office building located at 160 Spear Street in San Francisco, California.

  • In October 2009 the Company commenced a rights offering to its existing Common and Preferred Shareholders pursuant to which the Company will issue up to 4,974,911 of its Common Shares at a price of $9.05 per share resulting in potential net proceeds to the Company of approximately $45.0 million. The rights offering is scheduled to expire on November 19, 2009.

  • Holders of 544,000 Series B-1 Preferred Shares accepted the Company's offer and elected to convert their Series B-1 Preferred Shares into an equivalent number of the Company's newly-issued Series C Preferred Shares, leaving 852,000 Series B-1 Preferred Shares outstanding as of November 1, 2009.

  • Recorded an unrealized gain on securities held at September 30, 2009 of $12.6 million.

  • Sold securities with a cost basis of $4.3 million for sales proceeds of $6.1 million.

  • Retained liquid assets consisting of cash, cash equivalents, restricted cash and marketable securities of $105.6 million at September 30, 2009.

  • Declared a regular quarterly cash dividend of $0.25 per Common Share, which was paid on October 15, 2009 to Common Shareholders of record on September 30, 2009. Additionally declared a quarterly cash dividend of $0.40625 per Series B-1 Preferred Share, which was paid on October 31, 2009, to Preferred Shareholders of record on October 20, 2009.

Third Quarter 2009 Financial Results

  • Net income applicable to Common Shares was $15.2 million, or $0.90 per Common Share, compared with net income of $2.2 million, or $0.14 per Common Share for the quarter ended September 30, 2008. The increase in income from the prior period is primarily the result of a $12.6 million unrealized gain on REIT securities carried at fair value and $2.5 million received from interest and dividends.

  • The Company reported Funds from Operations (FFO) of $19.9 million, or $1.14 FFO per Common Share, compared with FFO of $5.3 million, or $0.34 FFO per Common Share, for the quarter ended September 30, 2008. Adjusting FFO for certain items that affect comparability which are listed in the table below, FFO for the quarter ended September 30, 2009 was $6.2 million or $0.35 per Common Share, compared with FFO of $6.3 million, or $0.40 per Common Share for the quarter ended September 30, 2008.

    (Amounts in thousands)                   For the Three     For the Nine
                                             Months Ended      Months Ended
                                             September 30,     September 30,
                                             2009    2008      2009     2008
                                             ----    ----      ----     ----
                                              (Unaudited)        (Unaudited)

    FFO applicable to Common Shares (1)   $19,854  $5,307  $(68,393) $(6,457)
                                          =======  ======  ========  =======
    Per Common Share                        $1.14   $0.34    $(4.32)  $(0.44)
                                            =====   =====    ======   ======

    Items that affect comparability
     (income) expense:
      Non-cash asset write-downs:
       Loan loss allowances                    $-      $-    $2,152       $-
       Impairment loss on real estate
        loan available for sale                 -       -       203        -
       Loan loss and impairments from
        partially owned entity - Concord        -   3,603    71,390   32,610
       Available for sale securities            -       -         -      207
       Impairment of equity investment
        in Concord                              -       -    31,670        -
       Preferred equity impairment              -       -     4,850    2,000
      Net unrealized gain on securities   (12,578)      -   (14,010)       -
      Net gain on sale of
       mortgage-backed securities               -       -         -     (454)
      Net gain on sale of securities         (676)      -    (3,274)  (2,029)
      Net gain on sale of preferred equity      -       -      (735)    (959)
      Net gain on repurchase of Series B-1
         Preferred Shares                    (445)      -    (5,682)       -
      Net gain on extinguishment of debt
       of partially owned entity - Concord      -  (2,601)        -    6,349
      Adjustment for dilution by Series B-1
         Preferred Shares (2)                   -       -     1,986    4,931
                                                -       -     -----    -----

      Total items that affect
        comparability                    $(13,699) $1,002   $88,550  $29,958
                                         ========  ======   =======  =======
      Per Common Share                     $(0.79)  $0.06     $5.05    $1.61
                                           ======   =====     =====    =====

    FFO as adjusted for comparability      $6,155  $6,309   $20,157  $23,501
                                           ======  ======   =======  =======

    Per Common Share                        $0.35   $0.40     $1.15    $1.26
                                            =====   =====     =====    =====

    (1)  See Funds From Operations table below for a reconciliation of net
         income to FFO for the three and nine months ended September 30, 2009
         and 2008.
    (2)  The Series B-1 Preferred Shares are anti-dilutive for basic FFO for
         the periods ended September 30, 2009 and 2008.  However, after
         giving effect to the adjustments for comparability, the Series B-1
         Preferred Shares are dilutive for the period.  Accordingly, for the
         presentation we have adjusted for this dilution and increased
         dilutive weighted-average common shares outstanding.

Fourth Quarter 2009 Dividend Declaration
As we have reported previously, the Company endeavors to have its dividend track cash flow from operations. In light of the anticipated increase in the number of outstanding shares as of the record date resulting from the rights offering, the Company's Board of Trustees has declared a cash dividend for the fourth quarter of 2009 of $0.1625 per Common Share payable on January 15, 2010 to Common Shareholders of record on December 31, 2009. In December, the Trustees will determine whether a special dividend is warranted based on the actual annual cash flow for 2009. 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 January 29, 2010 to the holders of Series B-1 Preferred Shares or Series C Preferred Shares, as applicable, of record on December 31, 2009.

Michael Ashner, Winthrop Realty Trust's Chairman and Chief Executive Officer, commented, "We continue to believe that the stress affecting real estate assets and related investments will provide the Company with a steady flow of opportunities of which our recent investments in real estate securities is one example."

Conference Call Information

The Company will host a conference call to discuss its third quarter 2009 results today, Thursday, November 5, 2009 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 December 5, 2009 by dialing (877) 660-6853; account #286, confirmation #331814. An online replay will also be available through December 5, 2009.

About Winthrop Realty Trust

Winthrop Realty Trust is a diversified real estate investment trust (REIT) that seeks to invest in 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 and nine months ended September 30, 2009 and 2008 are as follows (in thousands except per common share amounts):

                                            For the Three      For the Nine
                                            Months Ended       Months Ended
                                            September 30,      September 30,
                                            2009     2008      2009      2008
                                            ----     ----      ----      ----
                                             (Unaudited)         (Unaudited)
    Revenue
      Rents and reimbursements           $10,642  $10,873   $32,074   $32,533
      Interest and dividends               2,496      379     6,462     1,262
                                           -----    -----     -----     -----
                                          13,138   11,252    38,536    33,795
                                           -----    -----     -----     -----
    Expenses
      Property operating                   2,158    1,848     5,981     5,517
      Real estate taxes                      704      766     2,059     2,180
      Depreciation and amortization        2,695    2,980     8,276     8,948
      Interest                             4,297    5,929    13,128    17,227
      Impairment loss on available
       for sale securities                     -        -         -       207
      Provision for loss on
       loan receivable                         -        -     2,152         -
      General and administrative           1,825    1,566     5,149     5,119
      State and local taxes                   14       13       211       235
                                           -----    -----     -----     -----
                                          11,693   13,102    36,956    39.433
                                           -----    -----     -----     -----
    Other income
      Earnings (loss) from preferred
       equity investments                     86    1,100    (2,108)    2,518
      Earnings (loss) from equity
       investments                           211    2,323  (100,201)  (16,198)
      Gain on sale of available for sale
       securities                              -        -         -     2,029
      Gain on sale of securities
       carried at fair value                 676        -     3,274         -
      Gain on sale of mortgage-backed
       securities available for sale           -        -         -       454
      Gain on sale of other assets             -       24         -        24
      Unrealized gain on securities
       carried at fair value              12,578        -    14,010         -
      Impairment loss on real estate
       loan available for sale                 -        -      (203)        -
      Gain on early extinguishment of debt   445        -     5,682         -
      Interest income                         31      761       145     1,425
                                           -----    -----     -----     -----
                                          14,027    4,208   (79,401)   (9,748)
                                           -----    -----     -----     -----
    Consolidated income (loss) from
     Continuing operations                15,472    2,358   (77,821)  (15,386)
                                           -----    -----     -----     -----

       Income from discontinued
         operations                            -       49         -       134
                                           -----    -----     -----     -----
    Consolidated net income (loss)        15,472    2,407   (77,821)  (15,252)
                                          ------    -----  --------  --------

       Income attributable to
        non-controlling interests           (315)    (178)     (651)     (264)
                                           -----    -----     -----     -----
    Net income (loss) attributable to
     Winthrop Realty Trust               $15,157   $2,229  $(78,472) $(15,516)
                                          ======   ======    ======    ======

    Comprehensive income (loss)
    Net income (loss)                    $15,472   $2,407  $(77,821) $(15,252)
    Change in unrealized gain (loss)
     on available for sale securities
     arising during the period                10       16        21     2,128
    Change in unrealized gain on
     mortgage-backed securities available
     for sale arising during the period        -        -         -       190
    Change in unrealized gain (loss)
     on interest rate derivatives
     arising during the period               141       41       406      (209)
    Change in unrealized gain (loss)
     from equity investments                   -     (820)   26,174     3,465
    Less reclassification adjustment
     from gains included in net income         -        -         -    (2,483)
                                           -----    -----     -----     -----

    Comprehensive income (loss)          $15,623   $1,644  $(51,220) $(12,161)
                                          ======   ======    ======    ======

    Per Common Share Data - Basic
    Income (loss) from continuing
     operations attributable to
     Winthrop Realty Trust                 $0.90    $0.14    $(4.96)   $(1.07)
    Income from discontinued operations
     attributable to Winthrop Realty Trust     -        -         -      0.01
                                           -----    -----     -----     -----
    Net income (loss) attributable to
     Winthrop Realty Trust                 $0.90    $0.14    $(4.96)   $(1.06)
                                          ======   ======    ======    ======
    Per Common Share Data - Diluted
    Income (loss) from continuing
     operations attributable to
     Winthrop Realty Trust                 $0.90    $0.14    $(4.96)   $(1.07)
    Income from discontinued operations
     attributable to Winthrop Realty Trust     -        -         -      0.01
                                           -----    -----     -----     -----
    Net income (loss) attributable to
     Winthrop Realty Trust                 $0.90    $0.14    $(4.96)   $(1.06)
                                          ======   ======    ======    ======

    Basic Weighted-Average
     Common Shares                        15,855   15,717    15,828    14,570
                                          ======   ======    ======    ======
    Diluted Weighted-Average
     Common Shares                        15,855   15,725    15,828    14,570
                                          ======   ======    ======    ======

    Amounts attributable to Winthrop
     Realty Trust
       Common Shareholders
       Income (loss) from continuing
        operations                       $14,318   $2,180  $(78,472) $(15,650)
       Income from discontinued
        operations                             -       49         -       134
                                           -----    -----     -----     -----
        Net income (loss)                $14,318   $2,229  $(78,472) $(15,516)
                                         =======   ======  ========  ========

Funds From Operations:

The following presents a reconciliation of our net income to our funds from operations for the three and nine months ended September 30, 2009 and 2008 (in thousands, except per common share amounts):

                                         For the Three      For the Nine
                                         Months Ended       Months Ended
                                         September 30,      September 30,
                                         2009    2008       2009      2008
                                         ----    ----       ----      ----
    Net income (loss) attributable
     to Winthrop Realty Trust applicable
     to Common Shares for earnings
     per share purposes               $14,318  $2,229   $(78,472) $(15,516)
    Real estate depreciation            1,637   1,705      4,984     5,006
    Amortization of capitalized
     leasing costs                      1,050   1,267      3,267     3,898
    Real estate depreciation and
     amortization of unconsolidated
     interests                          2,155     914      4,210     2,591

    Less: Non-controlling interest
     share of real estate
     depreciation and amortization       (786)   (808)    (2,382)   (2,436)
                                       ------  ------     ------    ------

    Funds from operations              18,374   5,307    (68,393)   (6,457)
    Interest expense on Series B-1
     Preferred Shares (1)               1,480       -          -         -
                                       ------  ------     ------    ------
    Funds from operations applicable
     to Common Shares plus assumed
      conversions                     $19,854  $5,307   $(68,393)  $(6,457)
                                      =======  ======  =========   =======
    Basic weighted-average
     Common Shares                     15,855  15,717     15,828    14,570
    Series B-1 Preferred Shares (1)     1,561       -          -         -
    Stock options (1)                       -       8          -         -
                                       ------  ------     ------    ------
    Diluted weighted-average Common
     Shares                            17,416  15,725     15,828    14,570
                                       ======  ======     ======    ======

    Funds from operations per
     common share - diluted
                                        $1.14   $0.34     $(4.32)   $(0.44)
                                        =====   =====     ======    ======

    (1) The Trust's convertible preferred shares and stock options were
        considered anti-dilutive for the nine months ended September 30, 2009
        and 2008.

    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 earlier in this press release.


    Consolidated Balance Sheets:
    (in thousands, except share data)

                                                 September 30,  December 31,
                                                         2009          2008
                                                         ----          ----
                                                                (as adjusted)
    ASSETS
       Investments in real estate, at cost
           Land                                       $21,344       $21,344
           Buildings and improvements                 247,129       246,362
                                                      -------       -------
                                                      268,473       267,706
           Less - accumulated depreciation            (30,521)      (25,901)
                                                     --------      --------
       Investments in real estate, net                237,952       241,805

       Cash and cash equivalents                       35,147        59,238
       Restricted cash held in escrows                  8,745        14,353
       Loans receivable, net of allowances
        of $1,341 and $2,445, respectively              9,570        22,876
       Accounts receivable, net of
        allowances of $152 and $225, respectively      13,505        14,028
       Securities carried at fair value                61,486        36,516
       Available for sale securities, net                 205           184
       Preferred equity investment                      4,094        50,624
       Equity investments                              76,214        92,202
       Lease intangibles, net                          23,701        25,929
       Deferred financing costs, net                    2,037         3,218
       Deposit for purchase of Series B-1
        Preferred Shares                                    -        17,081
       Other assets                                         -            40
                                                     --------      --------
           TOTAL ASSETS                              $472,656      $578,094
                                                     ========      ========

    LIABILITIES

       Mortgage loans payable                        $225,454      $229,737
       Series B-1 Cumulative Convertible Redeemable
          Preferred Shares, $25 per share
           liquidation preference;
            1,396,000 and 2,413,105 shares
             authorized and outstanding at
             September 30, 2009 and December 31,
              2008, respectively                       34,900        60,328
       Note payable                                         -         9,800
       Accounts payable and accrued liabilities         8,110         8,596
       Dividends payable                                3,965         5,934
       Deferred income                                     53           795
       Below market lease intangibles, net              3,034         3,696
                                                     --------      --------
           TOTAL LIABILITIES                          275,516       318,886
                                                     --------      --------

    COMMITMENTS AND CONTINGENCIES

    EQUITY

    Winthrop Realty Trust Shareholders' Equity:

       Common Shares, $1 par, unlimited shares
         authorized; 15,861,231 and 15,754,495
          outstanding at September 30, 2009 and
          December 31, 2008, respectively              15,861        15,754

       Additional paid-in capital                     461,896       460,956

       Accumulated distributions in excess
        of net income                                (291,984)     (213,284)

       Accumulated other comprehensive loss              (222)      (15,176)
                                                     --------      --------
          Total Winthrop Realty Trust
            Shareholders' Equity                      185,551       248,250

       Non-controlling interests                       11,589        10,958
                                                     --------      --------

              Total  Equity                           197,140       259,208
                                                     --------      --------
           TOTAL LIABILITIES AND EQUITY              $472,656      $578,094
                                                     ========      ========


    Other Financial Information:
    (in thousands)

                                 For the Three Months  For the Nine Months
                                  Ended September 30,   Ended September 30,
    Sources (Uses) of Cash          2009      2008        2009      2008
    ----------------------          ----      ----        ----      ----
                                      (Unaudited)           (Unaudited)
    Capital expenditures
     and leasing costs             $(857)   $(1,020)   $ (3,382)  $(2,784)
                                   =====    =======     =======   =======
    Straight line rent
     adjustment                  $(1,091)     $(996)      $(514)    $(624)
                                 =======      =====       =====     =====

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 September 30, 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.

SOURCE Winthrop Realty Trust


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