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Winthrop Realty Trust (NYSE:FUR)

Q4 2008 Earnings Call

March 5, 2009 2:00 pm ET

Executives

Beverly Bergman – VP & Director IR

Michael Ashner – CEO

Carolyn Tiffany – President

Tom Staples - CFO

Analysts

David Fick – Stifel Nicolaus

Charles Fisher – LF Partners

William Hal – Comprehensive Financial

Operator

Greetings and welcome to the Winthrop Realty Trust fourth quarter 2008 earnings release conference call. (Operator instructions) It is now my pleasure to introduce your host, Ms. Beverly Bergman, Vice President and Director of Investor Relations with Winthrop Realty Trust.

Beverly Bergman

Good afternoon everyone. Welcome to the Winthrop Realty Trust conference call to discuss Winthrop Realty Trust fourth quarter and full year 2008 financial results. With us today from senior management are Michael Ashner, Chairman and Chief Executive Officer; Carolyn Tiffany, President; Tom Staples, Chief Financial Officer and other members of the management team.

A press release was issued this morning, March 5, and will be furnished on a Form 8-K with the SEC. These documents are available on Winthrop’s website at www.winthropreit.com in the Investor Relations section. Additionally, we are hosting a live webcast of today’s call, which you can access in the site's News and Events section.

At this time, management would like me to inform you that certain statements made during this conference call which are not historical, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Although Winthrop believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, Winthrop can give no assurance that its expectations will be attained. Factors and risks that could cause actual results to differ materially from those expressed or implied by forward-looking statements are detailed in the press release, and from time to time in Winthrop’s filings with the SEC.

Winthrop does not undertake a duty to update any forward-looking statements. Please note that in the press release, Winthrop has reconciled all non-GAAP financial measures to the most directly comparable GAAP measure in accordance with the Reg G requirements. This can be found on page six of the press release.

I’d now like to turn the call over to Michael Ashner for his opening remarks.

Michael Ashner

Thank you Beverly, before I turn the call over to Tom Staples, our Chief Financial Officer who will review both our fourth quarter and annual financial results for 2008, I want to take this opportunity to introduce and welcome back a returning member of our team, Carolyn Tiffany, our new President and newest trustee.

I believe with a certainly that Carolyn will make a significant and vital contribution to our company’s growth and I look forward to a long and successful collaboration.

Briefly as to our outlook for the real estate, the company and its future, if anything the last three months have reinforced the views we expressed in our third quarter conference call, the continued absence of credit and capital when combined with deteriorating operating fundamentals, have served to accelerate the erosion of commercial real estate values nationwide.

While pricing for individual assets has given the appearance of resiliency due to a diminished level of transaction activity, pricing of real estate equity and debt securities in the public markets more then confirms this trend. With respect to publically traded REITs such as our own, the foremost question in the minds of shareholders today is the strength of each company’s balance sheet.

In this regard we believe that Winthrop has one of the strongest balance sheet of any publically traded REIT. Our assets include approximately $96 million of cash, cash equivalents, and publically traded equities and debt securities. As of today we have an untapped line of credit of $35 million. We have reduced our aggregate long-term recourse debt, that is our Series B-1 preferred shares to approximately $37.4 million from $100 million or approximately 28.5% of liquidity and line availability.

Substantially all of the company’s remaining liabilities are nonrecourse to its assets. For all of these reasons we view Winthrop as uniquely positioned both to weather the current economic environment and to pursue emerging opportunities that arise. As the second most prevalent question confronting REIT shareholders their dividend and sustainability.

The data on which we assume management responsibility for Winthrop our unchanging view, has been that the dividend should be paid from sustainable recurring cash flow and nonrecurring net profits. Dividends should not be paid from the company’s capital simply for the sake of appearance. We recognize that operating cash flow and profits are your money and subject to normal and customary reserves are to be distributed to you.

To that end a quarterly dividend of $0.25 reflects the company’s present approximate recurring operating cash flow giving no effect to either Concord’s operations or the potential returns to be realized from investing our $40 million of uninvested cash. Consequently we will on a quarterly basis continue to apply this policy in determining the company’s dividend.

The next point of interest, management’s 40% reduction in its base management fee. Both as your management team and as the largest shareholder in the company no one is more disappointed in the decline in our share price then we are. Our base management fee is calculated essentially at 1.5% of the blended issuance price of our common and preferred stock outstanding, approximately $20 and $25 per share respectively. In view of the plunge in our share price we felt that a corresponding fee reduction was the right thing to do as a demonstration of our concern for the losses sustained by our shareholders and our ongoing alignment with them.

Now, even the strongest of companies in times such as these spend considerable effort managing and working through their legacy investments. For us Concord, our joint venture debt platform commands considerable portion of our time and attention. Substantially all of Concord’s loans and bonds are secured by income reducing office, multifamily, warehouse, retail, and hospitality assets. Concord has substantially no development residential or transformational loans.

As a result less then 5% of Concord’s loan and bond portfolio is currently nonperforming. Nevertheless we are extremely concerned that protracted credit contraction, a repricing of credit when credit becomes available and declining loan to value ratios due to a deteriorating borrower performance in the near and mid term, could combine to significantly increase loan losses thereby materially reducing our equity in a venture.

This real concern has caused Concord to shift its efforts away from originating any new loans to instead focus on further deleveraging the platform and recovering our capital as expeditiously as possible. Moreover as we want our balance sheet to closely reflect our view of the net asset value of our investment in this joint venture consist with GAAP requirements, we have elected to supplement our 50% of the $39.7 million asset impairment taken by Concord in the fourth quarter of 2008 with an additional $36.5 million impairment to the company’s equity interest in the venture.

While it is likely the current economic environment will create future unforeseeable issues effecting one or more of our other holdings, I do not expect any to rise to the level of those now effecting Concord. As stated before, we do not believe that real estate assets have repriced to the levels that make sense on a risk-adjusted basis.

Frankly we think the performance is more likely to deteriorate in near-term then stabilize. We believe that public equity and debt securities markets reflect this outlook and have repriced and perhaps in some cases over repriced. Accordingly since the beginning of December we’ve required in excess of $32 million of publically traded REIT securities, primarily bonds and selected preferreds.

To date we have been pleased with their performance and intend to expand our investment in the securities as well as to include senior CMBS and distressed debt in the future. Apart from the favorable risk adjusted returns realized their liquidity permits us to reallocate into real estate assets when they become more reasonably priced.

With that I will now turn the call over to our Chief Financial Officer Tom Staples to review Winthrop’s financial results.

Tom Staples

Thank you Michael, good afternoon everyone. In addition to an overview of Winthrop’s financial results I will briefly review highlights from each of our business segments. Please note that all our share amounts are on a fully diluted basis unless otherwise stated and reflect the one for five reverse stock split.

For the quarter ended December 31, 2008, the company incurred a net loss of $52.7 million or $3.34 per share compared with a net loss of $24.4 million or $1.84 per share for the quarter ended December 31, 2007. For the year ended December 31, 2008 the company incurred a net loss of $68.2 million or $4.59 per share compared with net income of $2.5 million or $0.19 per share for 2007.

Net income was negatively impacted by a number of noncash items, the majority of which are related to the Concord debt portfolio. As Michael alluded the [stain] uncertainty in the commercial bond and real estate debt markets compelled management to reassess all of its loan securities in the Concord debt platform. As a result Concord recognized in 2008 other then temporary impairment charges in loan loss reserves totaling $104.9 million, 50% of which or $52.4 million is our allocable share.

Additionally as a result of current market conditions including the changes in interest rate spreads and lack of available financing, we determined that the fair value of the company’s investment in Concord was below the carrying value even after taking into account the $52.4 million other then temporary impairments in loan loss reserves.

And that decline in value is other then temporary. Accordingly we recognized an additional other then temporary impairment loss of $36.5 million in the fourth quarter reducing our carrying value of our investment in Concord to $73.1 million. The company had three additional impairments during 2008. A $2.1 million impairment with respect to its Andover, Massachusetts property as a result of a tenant informing the company that it would not be renewing its lease.

An impairment of $7.5 million relating to four Marc Realty suburban office mezzanine loans and a $207,000 mark-to-market loss on available for sale securities. Additionally the company had loan loss reserves of $1.2 million in 2008. These noncash charges created a negative swing in earnings of approximately $99.9 million for the year ended December 31, 2008 compared with $25 million of noncash charges for the year ended December 31, 2007.

Excluding these noncash items net income was $31.7 million or $2.13 per share for the year ended December 31, 2008 compared with $27.5 million or $2.09 per share for the year ended December 31, 2007. Partially offsetting these noncash charges in 2008 was a $9.7 million decrease in corporate expenses. This decrease was primarily due to a $6.3 million gain on the early extinguishment of debt from our preferred stock repurchase and a $3.5 million decrease in interest expense.

Overall gross revenue was $12 million for the quarter ended December 31, 2008, an increase of $1.7 million over the quarter ended December 31, 2007. For the year ended December 31, 2007 total gross revenues decreased to $45.8 million from $51.3 million for the prior year. Total cash generated from operating activities amounted to $25.9 million for the year ended December 31, 2008, an increase of $3.7 million from 2007’s operating cash flow of $22.2 million.

Total FFO for the fourth quarter of 2008 was a negative $51.2 million or a loss of $3.25 per common share compared with a negative FFO of $20.7 million or a loss of $1.50 per common share for the fourth quarter of 2007. The decreases in FFO are primarily due to the same factors which negatively impacted net earnings noted earlier.

The company reported negative FFO for the year ended December 31, 2008 of $57.7 million or a loss of $3.88 per common share compared with FFO of $14.5 million or a $1.10 per common share for the year ended December 31, 2007. Excluding the aforementioned noncash charges FFO for the fourth quarter of 2008 would have been $14 million or $0.89 per common share as compared with FFO of $3 million or $0.23 per common share for the fourth quarter of 2007.

Similarly excluding the aforementioned noncash items FFO for the year ended December 31, 2008 would have been $42.2 million or $2.84 per common share as compared with $39.5 million or $3.00 per common share for the year ended December 31, 2007.

With respect to Winthrop’s operating properties business segment net operating income was $6.1 million for the three months ended December 31, 2008 compared with approximately $6.9 million for the three months ended December 31, 2007. For the year ended December 31, 2008 net operating income was approximately $29.6 million compared with approximately $30.7 million for the year ended December 31, 2007.

This decrease is primarily attributed to the $2.1 million impairment of our Andover Massachusetts property previously mentioned. With respect to Winthrop’s loan assets and loan securities business segments, net operating income decreased by $93.1 million from income of $25.5 million in 2007 to a net loss of $67.6 million for the year ended December 31, 2008. This decrease in net operating income was primarily due to previously mentioned impairments and loan loss reserves taken by Concord and the additional impairment taken by us on our investment in Concord.

In addition we recognized an $8.6 million decrease in earnings from Winthrop’s preferred equity investment in Marc Realty due to the $7.5 million other then temporary impairment recognized in 2008. Further contributing to the decreases in this segment is a $6.3 million decrease in interest income and a $2 million decrease in gain on sale due to the 2007 sale of Winthrop’s investment in a venture which held a limited partnership interest in a Chicago office tower known as One Financial Place.

With respect to our REIT securities business segment net operating income was $1.4 million for the year ended December 31, 2008 compared to a net loss of approximately $5.1 million during the prior year period. The $6.5 million increase was due primarily to an $18 million decrease in impairment losses on available for sale securities recognized in 2007 partially offset by an $8.6 million decrease in gains on sale due to the 2007 sale of the America First Apartment Investors stock and a $2.1 million decrease in dividend income due primarily to dividends received in 2007 on a Lexington Realty Trust common shares which were sold in March of 2008.

At December 31, 2008 Winthrop held REIT securities with an aggregate value of $36.7 million compared to $51.8 million at December 31, 2007. At December 31, 2008 Winthrop had cash, cash equivalents and restricted cash of $73.6 million. In addition the company had $35 million available on its line of credit facility with KeyBank.

The credit facility was amended December 16 of 2008 to reduce the maximum draw to $35 million subject to an increase of up to $75 million while extending the facility to December 16, 2010. Lastly a quick review of Winthrop’s dividends.

We paid a regular quarterly cash dividend of $0.32 ½ per common share and a special dividend of $0.05 per common share for the fourth quarter of 2008, both of which were paid on January 15, 2009.

Now I’ll turn the call over to Carolyn Tiffany.

Carolyn Tiffany

Thank you Tom, good afternoon. I’d like to talk about the key operational issues. At December 31, 2008 the company’s real estate portfolio encompassed approximately 9.7 million square feet of space including properties within the Marc Reality and Sealy portfolios and a 230-rental unit multifamily asset.

The Marc Realty portfolio consisted of two participating second mortgage loans and 19 participating convertible mezzanine loans together with an equity investment in each mezzanine borrower for a total aggregate investment amount at par of approximately $57 million. In addition as contemplated at the time of our initial investment we have made tenant and capital improvement loans to the mezzanine borrowers that totaled $17.4 million at December 31, 2008.

With respect to the properties in the Marc Realty venture the blended lease rate at December 31, 2008 was 80% compared with 83% at December 31, 2007. While the suburban properties have experienced a softening in the leasing market downtown Chicago remains strong.

The mezzanine loans securing three suburban office buildings experienced a substantial increase in vacancy since June 30, 2008 owing in large measure to a loss of its mortgage brokerage and banking tenancy. Although Marc Realty is current on its payments on Winthrop’s mezzanine loans and has indicated its intention to continue to remain current in the near-term as it seeks a modification from its mortgage lender with respect to these properties, in view of the uncertainty surrounding the future of these properties as Tom mentioned earlier, we opted to take an other then temporary impairment in the fourth quarter.

While the first mortgage loans encumbering the Marc Realty portfolio which were to mature in 2009 have been refinanced except for one loan which is guaranteed by the partners of Marc Realty and will likely be extended. The remainder of the first mortgage loans mature from 2010 to 2017, the majority maturing after 2011.

Because GAAP requires us to look at each loan individually we recognized the impairment on our investment for financial statement purposes. However from a business perspective we evaluate the equity investment in this portfolio in the aggregate. Taken as a whole we believe the investment in the Marc platform will ultimately yield proceeds in excess of our balance sheet carrying value.

We are pleased with the overall performance of this investment and its ability thus far to weather the current downturn in the economy. Winthrop’s Sealy venture properties had a blended occupancy rate of 86.6% at December 31, 2008 compared with 88.7% at December 31, 2007 reflecting the acquisition of an additional property comprising approximately 470,000 square feet of space located in Atlanta.

The mortgage debt encumbering these properties is not scheduled to mature until after January 2012 with the last maturity in November 2016. Winthrop’s consolidated portfolio had a blended occupancy rate of 96.1% at December 31, 2008 which was consistent with the 96.6% occupancy rate at December 31, 2007.

We are in negotiations to refinance the $9.5 million loan secured by our jointly owned Marc Realty River City property that is scheduled to mature on March 28, 2009 and we expect that a one-year extension with a 6% rate will be executed shortly. Additionally we have notified our lender that we will exercise our first of two one-year extensions of the loans scheduled to mature in June, 2009 which is secured by the 14 net-leased properties comprising what we commonly refer to as the [Senova] portfolio.

Turning to the Concord portfolio as of December 31, 2008 Winthrop and Lexington had each contributed $162.5 million to Concord. As Michael mentioned earlier the disruption in the capital and credit markets, increased margins calls on Concord’s repurchase agreement and an inability to issue to CDOs has prompted Concord to reevaluate its strategy from growth to delevering.

Concord will focus on the recovery of its members equity by maximizing the value of its existing assets increasing its liquidity and reducing exposure to maturing debt. In an effort to reduce its exposure to margin calls and improve its overall liquidity Concord obtained a $100 million credit facility from KeyBank in January 2008 which had a drawn balance of $80 million as of December 31, 2008.

Also a subsidiary of Inland American Real Estate Trust was admitted as a member in Concord agreeing to contribute up to $100 million. To reduce its leverage exposure Concord acquired loan securities issued by its CDO with a face value of approximately $29 million for a total purchase price of $13 million.

As Michael indicated we view ourselves to be opportunistic investors always seeking higher risk adjusted returns on our investments. Consequently when evaluating the market value of our joint ventures as required under GAAP we base our evaluation on returns we and other market investors would expect to earn on investments with similar characteristics and we recognize impairment losses when necessary including the impairment loss taken in the fourth quarter of 2008 which has reduced our carrying value of this investment to $73 million.

I would to stress that in our Concord portfolio as with all our joint venture platforms no debt is recourse to Winthrop and our loss is limited to our equity investment. With that, let’s open it up to questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of David Fick – Stifel Nicolaus

David Fick – Stifel Nicolaus

Your current carrying value on Concord can you sort of relate that to your decision on the dividend and your assuming no Concord contribution going forward how do you reconcile this to.

Michael Ashner

I think there are two questions, how do we, break them up into two and I’ll do my best.

David Fick – Stifel Nicolaus

First of all what is the current carrying value of Concord.

Tom Staples

Its $73 million.

David Fick – Stifel Nicolaus

You’re assuming going forward and resetting your dividend no Concord contribution.

Michael Ashner

We are but not that we expect there to be no Concord contribution but we’re, this is an investment in which we’re looking at very, very sharply with lots of concern. While there probably will be some level of income, we can’t anticipate it as well as we would like. So its easier to set a dividend without taking that into consideration.

David Fick – Stifel Nicolaus

You discussed the Marc impairment can you just walk us through in a clear layman fashion where you stand with that and what additional write-down exposure we might have there.

Michael Ashner

We don’t know of any additional write-down exposure. They have [inaudible] and we were highly tenanted by mortgage bankers and the buildings went to 60% occupancy on a blended basis. Marc has elected to contact the first mortgagee and to see if they can do a work out. We have our equity in the Marc ventures generally characterized as mezzanine loans, participating convertible mezzanine loans.

While we await the outcome of what it is they determined to do and how this plays itself out it seems most prudent for us to take an impairment to the value of our mezzanine loans. As a whole however as Carolyn stated we look markets as one big investment. We are very happy with that investment overall. If they came to us with new, and as they come to us with new investors we will make new investments with them. So from the standpoint, if we accounted for this on the equity method of accounting as if it was just a platform like we do Concord, I don’t believe we would have taken an impairment.

David Fick – Stifel Nicolaus

Can you talk about the status of the potential [mac low] claw back.

Michael Ashner

No, other then to tell you what you already know. I believe 1540 is, Broadway is going to be sold to CB Richard Ellis. I suspect that Deutsche Bank, GE, KeyBank and ourselves will come to an agreement to sit with for a period of time the other building which is Worldwide Plaza while we deal with the tenanting issues in that building so that claw back could be deferred for a substantial period of time.

David Fick – Stifel Nicolaus

But there is a possibility for some sort of reserve there at some point.

Michael Ashner

Absolutely.

David Fick – Stifel Nicolaus

And your maximum actual claw back exposure remains—

Michael Ashner

Its 2.75% of the difference between I believe $1.2 billion less the proceeds realized on the sale of 1540 and the proceeds realized on the sale of Worldwide Plaza.

David Fick – Stifel Nicolaus

Can you talk a bit more about the detail in your securities portfolio, the $36 million carrying value, we’re assuming that roughly half of that is LXP—

Michael Ashner

No, no, that’s not LXP. That was net of LXP. What I was alluding to were bonds and preferreds that we had bought, started buying in December. The bonds are up, preferreds are a little bit down, but I think they probably pretty closely offset one another right now. The REIT bonds, primarily unsecured REIT bonds, some secured REIT bonds at deep discounts during December, the spreads have narrowed considerably pushing the value of those bonds up, preferreds were way up, now they’re a bit down, but the preferreds we bought, just a few companies primarily those companies with very little unsecured debt outstanding.

David Fick – Stifel Nicolaus

We obviously commend you on the management fee adjustment, I’m just wondering how scalable can you be in the management company, be able to absorb this kind of an adjustment or are you having to restafff.

Michael Ashner

No, the advisor is a very well capitalized company and while we’re able to weather it for a substantial period of time, more then one year if we had to. But it’s the right thing to do.

David Fick – Stifel Nicolaus

Yes, and you’re basically saying that your not tremendously stressed over there.

Michael Ashner

No, well hold, don’t tell my employees that when Christmas comes.

David Fick – Stifel Nicolaus

Accounting details, CapEx, TIs, this quarter and straight-line rents for the fourth quarter, that might be something you might want to start putting in your supplemental disclosures also.

Tom Staples

Those numbers for your information, CapEx for Q4 $949,000, the FAS 13 adjustment straight line rent adjustment increased receivables and rent by $1,076,000 in the fourth quarter.

David Fick – Stifel Nicolaus

And that CapEx number is the combination of TI, leasing commissions,--

Tom Staples

Yes.

Operator

Your next question comes from the line of Charles Fisher – LF Partners

Charles Fisher – LF Partners

The Lexington share purchase that you did with [Vernado] not that long ago, I guess the Lexington shares are down about 50% since that date and the preferred at Lexington are yielding 25% is there something that the market knows that we don’t or is this just another sign in your opinion of market over reaction.

Michael Ashner

I only know what you know, I’m only have access to public information. We also own the Lexington preferred in our portfolio. I believe that Lexington has been impacted based on all of the things that are effecting REIT stocks in general right now perhaps over effected by it. We’ve got a lot of confidence in [inaudible], Robert Rusk and we believe that they’re well focused on the issues that face their company and once those issues are addressed primarily their balance sheet issues, that the stock will do well.

The company has given guidance that it has FFO of like $1.35 a share for 2009. That’s how we look at the stock, probably not much differently then you do.

Charles Fisher – LF Partners

The main reason I asked is obviously you used to run the company so this is one that—

Michael Ashner

No, I was one of three people who oversaw the company. Will [Egman] I commend him, runs that company and did a good job then and I believe he’s doing a good job now.

Operator

Your next question comes from the line of William Hal – Comprehensive Financial

William Hal – Comprehensive Financial

Can you tell me the $17 million deposit that was on the balance sheet, what does that relate to.

Tom Staples

That relates to in January of this year 2009, we closed on a second acquisition of our preferred shares and that money had been moved over but we hadn’t finished the transaction until January so we show it as a deposit.

William Hal – Comprehensive Financial

Can you break down the $36 million in marketable securities between how much bonds, how much preferred.

Michael Ashner

We have about $18, $19 million in bonds, and the balance in preferred.

William Hal – Comprehensive Financial

The, I know you said Verizon on the Massachusetts property has chosen not to renew, have they let you know about the Vermont property.

Tom Staples

They have and my understanding is that they are planning on extending the lease there.

William Hal – Comprehensive Financial

Have you heard anything on the Bell South property.

Michael Ashner

We’re in lease negotiations with Bell South for a long-term lease on that property. Negotiations, its not done until its done in this world.

William Hal – Comprehensive Financial

Have you bought back any of the CDO debt in Concord since the third quarter.

Michael Ashner

No I don’t believe so, we’re looking at some purchases right now.

William Hal – Comprehensive Financial

With regard to Concord would you describe that in run off or hibernation.

Michael Ashner

Run off, we’re going to wind it down.

William Hal – Comprehensive Financial

With the Marc Realty, help my memory, I know 2012 is a bell goes off, is that mandatorily convertible then.

Michael Ashner

I don’t know the answer to that. Its not an issue that we see as a gun at their head or our heads, if it is convertible we’re delighted to own our 55%, 60% equity interest on all these properties. Its not really an issue.

Operator

There are no additional questions at this time; I would like to turn it back over to management for any additional or closing comments.

Michael Ashner

Again we thank you all for joining us this afternoon. I would have liked a lot more questions with Carolyn’s been practicing all week long, but apparently not getting any. As I mentioned earlier we believe that our balance sheet and liquidity positions, Winthrop, that it will not only survive this economic crisis that we all are in but allow it to take advantage of the dislocation in the markets and to make lucrative investments in the future.

As always we appreciate your continued support and we welcome your input and questions concerning the company’s business. If you’d like to receive additional information about us, please contact Beverly Bergman at our offices. You can also find additional information about us on our website at www.winthropreit.com. Further please feel free for any of you to contact myself or any member of management with any questions you may have at your convenience.

I thank you all and have a good afternoon.

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