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Winthrop Realty Trust (NYSE:FUR)

Q1 2013 Earnings Call

May 2, 2013 12:00 pm ET

Executives

Beverly Bergman – Vice President and Director of Investor Relations

Michael L. Ashner – Chairman and Chief Executive Officer

Carolyn Tiffany – President

John Garili – Chief Financial Officer

Analysts

Joshua Barber – Stifel Nicolaus

Mitch Germain – JMP Securities

Craig Mailman – KeyBanc Capital Markets

Operator

Greetings, and welcome to the Winthrop Realty Trust First Quarter 2013 Earnings Conference Call. At this time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions) As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Beverly Bergman, VP and Director of Investor Relations Thank you, ma’am you may begin.

Beverly Bergman

Thank you and good afternoon everyone. Welcome to the Winthrop Realty Trust conference call to discuss our first quarter 2013 financial results. With us today from Senior Management are Michael Ashner, Chairman and Chief Executive Officer; Carolyn Tiffany, President; John Garilli, Chief Financial Officer; and other members of the management team.

This morning, May 2, we issued a press release and posted on our website supplemental financial information, both of which will be furnished on a Form 8-K with the SEC. Both the press release and the supplemental financial information are available on our website at www.winthropreit.com. The press release is in the News and Events section and the supplemental financial information is in the Investor Relations section. Additionally, we are hosting a live webcast of today’s call, which you can also access in the website’s News and Events section.

At this time, management would like 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 we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we 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 our filings with the SEC. We do not undertake a duty to update any forward-looking statements. Please note that in the press release, we have reconciled all non-GAAP financial measures to the most directly comparable GAAP measure in accordance with Reg G requirements. This can be found in the FFO table of the press release.

I’d now like to turn the call over to Carolyn Tiffany. Carolyn?

Carolyn Tiffany

Thank you, Beverly. Thank you all for joining us this afternoon. As you can see in our earnings, during the first quarter, we realize value on a number of our assets. Specifically, we sold our Andover, Massachusetts, office property for net proceeds of a $11.4 million. We received $13.8 million from the full repayment of the 180 North Michigan and 127 West 25th loans, and we received $4.4 million from the sales of certain assets from our RECDO management venture. Also during the quarter, we received principal payment of $10.1 million on our Queensridge Tower loan, the proceeds of which were used to reduce the principal on our loan payables collateralized by this asset. As we mentioned on our last call, we are looking at all of our stabilized assets with a view towards taking advantage of the compressed cap rate environment and realizing our gains on those assets.

Towards that end, we are actively marketing our Deer Valley office property, our Meriden, Connecticut Newbury multifamily property and our Denton, Texas, retail property. On the flip side, during the first quarter of 2013, we invested approximately $22.3 million primarily in loan assets and recapitalizations, in which, as discussed last quarter, we are seeing increased opportunities. Michael will give some perspective on the investing environment later in the call.

We also increased our ownership percentage in some of our joint ventures, thereby increasing the REIT value in these assets. Our 50/50 venture that holds Sullivan Center at One South State Street in Chicago, now holds a 17% ownership interest in the property, up from 65%. The increase was granted in exchange for our venture agreeing to defer receipt of our current interest payments through October 2013. Our venture’s interest will further increase to 76%, if it does not receive a $1.4 million fee by November 2013, at which time the property’s first mortgage, which has trapped all the property’s cash flow, becomes eligible for refinancing. This property, which is performing better than originally underwritten was 83% leads at March 31, 2013. In addition, our loan collateralized by the Philadelphia office building at 1515 Market Street was restructured. And as a result, we acquired a 40% participation interest and a 49% equity interest in the property which includes the general partner interest.

This effectively gives us an 89% interest in the value of the property after satisfaction of our existing loan receivable, a portion of which was repaid following the recently completed new first mortgage loans of $43 million. As a result of the modification and refinancing, we now had a net invested cost basis in the loan receivable, which is secured by a second mortgage of $21.1 million, which earns interest at 19.6% exclusive of future principal accretion of $12.1. In addition, we are entitled to 89% of any cash proceeds distributed from the property after satisfaction of the debt.

Turning to continuing property operations, occupancy at our consolidated properties was stable at approximately 89%, as of March 31, 2013 and December 31, 2012. As John will discuss further, we experienced increases in our operating income from our properties as a result of improvements at our same-store properties, as well as the addition of new properties. Our joint venture investment and the vintage housing portfolio of multi-family and senior properties continues to be a strong performer, maintaining a consistent average occupancy of 96%. Our two Sealy venture properties located in Atlanta, Northwest Business Park and New Market, were at least 71% and 52%, respectively, as compared with 70% and 50% respectively at December 31, 2012.

The New Market property remains in special servicing. The third Sealy property in Nashville, Tennessee, was 81% occupied at March 31, 2013 as compared to 84% occupied at December 31, 2012. Although the Nashville property is performing well, it remains overleveraged and its mortgage is in maturity default. We carry this investment on our balance sheet at zero. If we are unable to reach an agreement with the special servicer, we may elect to convey the property to the lender.

Occupancy at our Four Marc Realty properties in which we hold an equity interest, remain stable at 78% at both March 31, 2013 and December 31, 2012. With respect to our REIT securities, during the first quarter of 2013, we sold securities with an original acquisition cost of $7 million for a net proceeds of $9.1 million.

And finally, our estimated range of net asset value for common share for the quarter ended March 31, 2013 increased to $12.94 per share to $15.31 per share, as compared to $12.85 to $15.13 at December 31, 2012. This information including the methodology used to calculate the range of values is included in pages seven through 10 in the supplemental financial report, available on our website and the Investor Relations section.

Now, I’ll turn the call over to John Garili. John.

John Garili

Thank you, Carolyn. Good afternoon everyone. I’ll provide an overview of Winthrop’s financial results, as well as the review of our business segments. For the quarter ended March 31, 2013, we reported net income of $11 million, or $0.33 per common share, compared with net income of $7.3 million, or $0.22 per common share for the quarter ended March 31, 2011.

Funds from operations, or FFO, for the first quarter of 2013 was $15.9 million, or $0.48 per common share, compared with FFO of $14 million, or $0.42 per common share for the first quarter of 2012.

Operating results for the quarter ended March 31, 2013 by business segment were as follows. With respect to our operating properties business segment, operating income was $12.4 million for the three months ended March 31, 2013 compared with operating income of $6 million for the three months ended March 31, 2012. Operating income from our consolidated operating properties increased by $3 million while operating income from our equity investment operating properties increased by $3.4 million. With respect to our consolidated operating properties, operating income from our same-store properties increased by $1.1 million and our new stores generated operating income of $1.9 million.

The increase in operating income from same-store properties was primarily the result of a decrease in operating expenses of $1.1 million, due to the partial sale of and the new lease with Westinghouse at our Churchill, Pennsylvania, property, as well as a reduction in real estate tax expense of $600,000 resulting from prior year tax abatements received in 2013 on our Englewood, Colorado, properties.

These increases were partially offset by a decrease in revenue of $600,000 resulting from the partial distribution of our Churchill, Pennsylvania property. The amendment to the lease terms at our Houston, Texas, property and decreases in occupancy at our River City and 701 Arboretum properties, which were partially offset by increased revenue due to increased average occupancy our Englewood, Colorado, properties and 550-560 Corporetum in Lisle, Illinois.

Our new store properties consists of our office properties in Philadelphia, Pennsylvania, and Cerritos, California, and our residential properties in Memphis, Tennessee, and Greensboro, North Carolina. Our new store properties generated revenues of $4 million and incurred operating expenses of $1.8 million and real estate tax expense of $300,000. Net operating income from equity investments was $3.1 million for the three months ended March 31, 2013, compared to a net loss of $243,000 for the three-months ended March 31, 2012.

The increase was due primarily to $1.6 million increase in operating income from our vintage portfolio, primarily as a result of a decrease in amortization of lease intangibles, operating income of $697,000 from our Time Square investment, which closed October 16, 2012, a $722,000 decrease in operating loss from our Sealy New Market investment, primarily as result of having recognized losses, which brought our investment balance to zero at December 31, 2012, and a $287,000 decrease in our operating losses from our Marc Realty investments primarily as a result of the sale of six investments since March 2012.

Our loan assets business segment reported net operating income of $10.1 million for the three months ended March 31, 2013, compared to a net operating income of $6.1 million for the three months ended March 31, 2012. This $4 million increase in loan assets operating income is primarily the result of a $4.3 million increase in net earnings from our equity investment loan assets, due to earnings of $3.8 million on our RECBO management investment resulting from the sale of subordinated interest and collateralized debt obligation entities held by this venture. And a $2.1 million increase in interest income as a result of our 2012 acquisition activity. Partially offsetting the increase was a $2.2 million decrease in discount accretion, due primarily to the payoff at par in May 2012, of our 150 Speer and Magazine loans, which had been acquired at a discount.

Turning to our REIT securities business segment, operating income was $1.8 million for the three months ended March 2013, compared with operating income of $5.2 million for the three months ended March 31, 2012. The decrease in REIT securities operating income for the comparable periods was due to a decrease in unrealized gain on securities carried at fair value, primarily as a result of the divestiture of significant portion of our securities held in 2012. At March 31, 2013, we had REIT securities of $12.2 million, compared to $33.7 million at March 31, 2012. At March 31, 2013, we had cash and cash equivalents of $131.5 million as compared to our December 31, 2012 balance of $97.7 million.

Now, I’ll turn the call over to Michael Ashner. Michael?

Michael L. Ashner

Thank you, John. The questions we are most often asked from an investing standpoint are what are we seeing, what are we pursuing, what are we doing? These all, obviously, interrelate and are premised on our perceptions to some extent market conditions. In our view, continued low interest rates and abundant capital have increased asset pricing across the spectrum and lowered lender yield to expectations. Much of the equity investing, we see strikes us as little more than lender spread investing, buy at 7, finance at 65% at 4% and make 12.5% rather than seeking true equity capital appreciation. Inflation or significant growth in the economy, we believe that form of invest, with respect to that from investing risk exceeds return. We see neither the opportunity nor the value to invest in that manner for our company.

On the other hand, if that is the consensus view we should and have, become sellers of our stabilize assets, as Carolyn has pointed out. If you’re not a buyer of an asset, you should strongly consider being a seller. To us opportunity and value appear to be currently manifesting themselves most appreciably in recapitalizations, development, and redevelopment. 1515 Market Street at Playa Vista cost $170 million of owner-borrowed recapitalizations, which we oversaw and completed during the first quarter. Their complexity and difficulty is right up our alley. We believe similar opportunities will continue to rise in the future. With respect to development, we're very pleased with our Time Square investment and are considering increasing our capital into that investment. We have very experienced committed partners and have every expectation for superior returns in view of the uniqueness of the location and its opportunity.

The key elements of this in any future development or redevelopment investment will be based on the experience and quality of our operating partner, their financial commitment to the venture, its specific market location and our view of the significance of the completed development. When the stars are aligned, we will participate. I am very pleased both with the past quarter and the Company's overall prospects. That said, how we invest and hold our investments, particularly with respect to our sales activity and our development, redevelopment investment activity, unfortunately do not lend themselves to easy predictability with respect to earnings or FFO.

Gains in sales are reflected in earnings but not FFO. Moreover, the sale of the leased building well in the near-term reduced FFO until that capital is redeployed into newer yielding assets. In addition, development and redevelopment have a lower current return to recapitalizations with a higher total return as value is being created. Again, when harvesting that value, profit will be reflected in earnings, but not FFO. But as we have often stated, our principal goal is to uncover and/or create value with the intent to harvest it when appropriate, notwithstanding the difficulty in may create on projecting future earnings and FFO trends.

And with that said let’s now open it up for questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from the line of Joshua Barber with Stifel Nicolaus. Please proceed with your question. Your line is live.

Joshua Barber – Stifel Nicolaus

Hi, good afternoon.

Carolyn Tiffany

Hey Josh.

Joshua Barber – Stifel Nicolaus

Michael, I guess you’ve already preempted us by asking several of the questions we were going through. But, I’m curious, given your outlook and especially the your – want to be selling more things. How comfortable would you be sitting on cash for a more prolonged period of time if you wanted to be an active seller and or having a more difficult time? How do you balance the risk between putting more capital into the development and redevelopment those sorts of recapitalizations, and perhaps just sitting with cash on the sidelines waiting for better opportunities?

Michael Ashner

Well, I would rather sit on cash than lose cash and make a poor investment. I did that in 2006 and I’m not going to do that again. I have said, and obviously this is my own view that the investment environment strikes me as very fragile right now. It’s propped up by low interest rates. It’s propped up to some extent by capital, pursuing that’s they should not perhaps be investing and as that continues, it ends badly. So to my way of thinking, if I do not see current opportunities I will sit on cash. On the other hand, as I said, in my script I guess, recapitalizations are complex, there complicated, difficult borrowers, people come to us over time with that and we will continue to pursue it. We’re not developers, but if there is a unique development opportunities like Time Square, or something like that, we will pursue that.

Redevelopment, we like. We like to redeploy legacy assets, redeploy multifamily improvements and we will do that, they are tough deals. Not a lot of smaller REITs can do that because of the yield expectations. But if, so your questions is will we purse that, yes. If your question in the other hand is, are we going to put capital out, when we think that would we rather have cash in an environment which we think is risky? Then invest that cash in a manner which we think is unwise and we’re just not going to do it. That’s it.

Joshua Barber – Stifel Nicolaus

Well, no. I guess it's somewhere in the middle, which is if you still feel that the environment is a bit fragile, would you rather be maybe not going out the curve, but certainly putting things in a bit riskier spectrum within development or redevelopment as opposed to just sitting on cash for a more prolonged period of time?

Michael Ashner

Again, if we’re being paid for the risk, we’ll take the risk. We’ve always said that. It’s not an easy answer in a sense of that not all redevelopment is equally risky. If you are converting a multifamily existing structure and upgrading it, that is not as risky as, for example, a ground-up development of multifamily in Dallas, all right. We look at these things in the context of what we think is inherent in the risk of the redevelopment were the opportunity itself. So I am not sure that what we’re doing is more risky but to the extent that for example development Time Square is more risky than the redevelopment of an apartment building, then we will only pursue it if think that we’re going to be compensated for it by way of higher returns. Does that answer your question?

Joshua Barber – Stifel Nicolaus

No that’s fair, that's very helpful thank you and I just had one quick follow-up, maintenance question more for John. John, you mentioned one the reasons that NOI was so much stronger quarter-over-quarter was not only the Churchill leasing, but also some OpEx benefit from a tax abatement. Just be clear that was a one-time tax abatement and you don’t expect that in the second quarter?

John Garili

That’s correct; it was the prior year tax abatement on the two properties in Englewood.

Joshua Barber – Stifel Nicolaus

Okay great, thank you very much.

John Garili

You’re welcome.

Operator

Thank you (Operator Instructions) Our next question comes from the line of Mitch Germain with JMP. Please proceed with your question, your line live.

Mitch Germain – JMP Securities

Good afternoon, guys.

Carolyn Tiffany

Hi, Mitch

John Garili

Hey, Mitch, how are you.

Mitch Germain – JMP Securities

I’m good, thanks. So just curious, Michael, obviously you talked about recap deals, how much of your pipeline today comprises those sort of transactions?

Michael L. Ashner

All right, my weekly dealership changes everyday, to tell you the truth. I would say today as of today, about 35% of the negotiations which we are involved in are recap, maybe 40% are recapitalization. You know what? It’s even higher than that. I would say to you that on a, it’s an interesting question, on a numerical basis, it’s probably close to 75%. On a capital allocation basis, it is probably around 45%.

Mitch Germain – JMP Securities

And you’re not seeing opportunities to sort of buy debt at a discount to par. At this point the recap opportunity seem to be most prevalent from the debt, is that correct?

Michael L. Ashner

The difference between a recap opportunity and the debt opportunity is that in a debt opportunity, you’re coming from the debt position to create an equity return for yourself by buying the debt. In a recap you’re really in a sense doing the same thing, but if you’re doing it with the borrower, so you’re going downwards in the capital stack as opposed upwards in the capital stock. They’re very, very similar transactions ultimately, the borrower, for example, if there is a DPO available he’s the one who controls it. If there is an A-B restructuring, he’s the one that controls it. So, in a sense, they’re somewhat smaller. He’s the one that controls the outcome with respect to the debt. But we’re still, in both instances, the capital provider.

Mitch Germain – JMP Securities

And we’re seeing indications from conversations with lenders LTV is moving higher again. Obviously CMBS liquidity is a bit more; it's a market that is clearly been more liquid today. Is that changing the types of opportunities that are available to you today? Obviously maybe landlords or have a greater ability to possibly stretch a debt in terms of being able to refinance mortgages today?

Michael L. Ashner

Well, I think it does. On the one hand, it does. I mean, if lenders are providing less expensive capital, we hope at a higher loan-to-value ratio, then that solves, to some extent, the problem with borrowing. On the other hand, since values have improved lenders are less patient to give a borrower an extension or to give him the ability to refinance his debt at a discount which makes him more likely to need us if he is an otherwise under capitalized entity to seek our capital. It cuts both ways.

Mitch Germain – JMP Securities

Gotcha. And last question, you mentioned possibly taking a greater economics in Time Square. Will that, in anyway, adjust the risk with regards to the development? Or are you still pretty shielded from any development risk there if you do that?

Michael L. Ashner

The answer is I will not increase, it will not increase our exposure from the development side. No, I will not.

Mitch Germain – JMP Securities

Okay, great thank you guys. Great quarter.

Michael L. Ashner

Thank you. Carolyn, thanks, would say thank you.

Operator

Thank you. Our next question comes from the line of [Adim Mez], a Private Investor. Please proceed with your question. Your line is live.

Unidentified Analyst

Good morning actually good afternoon. I have a quick question. The dividend amount has been about the same for quite a while now. Have you considered increasing the payout especially given that you're not seeing as good of investment opportunities are now?

Michael L. Ashner

No, we have not considered increasing the dividend amount. We believe the dividend is set at an appropriate level with respect to our cash available for distribution. As I’m sure you are aware, our incoming cash flows are somewhat erratic. They're made up both of operating earnings and capital realizations from sales of debt, sales of assets. So it’s harder for us to predict where the cash available for distribution will be on a quarter-to-quarter basis. So we think it’s best if we keep it in a sustainable level and not increase it unless, unless we had an outsize profit which would require us to do a special dividend.

Unidentified Analyst

Okay, thank you.

Operator

Thank you. Our next question comes from the line of Craig Mailman with KeyBanc Capital Markets. Please proceed with your question, your line live.

Craig Mailman – KeyBanc Capital Markets

Hey guys. Just curious, you are obviously looking to ramp this position program here. You identified three assets, but how much could you see yourself selling in the next 12 to 18 months?

Carolyn Tiffany

So, Craig, as a REIT we’re subject to certain restrictions, we can't be traders but we’re subject to seven assets a year. If we pooled some and sold them to the same buyer, that would count as one. So we have that restriction on us. But we're looking at all of our assets and sort of picking the ones that we believe make the most sense, given that restriction.

Craig Mailman – KeyBanc Capital Markets

Just dollar volume I was trying to get at rather than number. I guess.

Michael L. Ashner

I’m sorry, Carolyn.

Carolyn Tiffany

No, go ahead, Michael.

Michael L. Ashner

I mea look, philosophically, I think we were pretty straightforward. One can look at our NAV, our NAV chart and except for it some specific assets there, which I believe that, we believe we should not be selling at this time. If someone makes us an offer for a price that’s at the upper end of our NAV, we are a seller, every one of our assets.

Craig Mailman – KeyBanc Capital Markets

All right. That's fair. If someone wants that you will sell it at the right price?

Michael L. Ashner

I think that that it could on the debt side, if we have a piece of debt which we put on the NAV, we don't modify our NAV or increase our NAV because of the above market returns on a piece of debt. So if had a piece of debt on our NAV, on our debt, our asset chart, which has a 15% return but it’s only going to show it, it’s only shown and its book value. We’re not going to sell that because we can’t replace the 15%. If someone offers us a premium, maybe 107% or 108% then we would consider it. But I mean there is a value, there's a price we will sell anything, pretty much anything I guess it is on our books.

Craig Mailman – KeyBanc Capital Markets

Okay that’s fair. And then any update on the actual project at 701 seventh?

Michael L. Ashner

I would advice people to look the rumor mill, because we don't disclose information unless it is completely confirmed, all the documents are executed. We just don't do that. There is somewhat some level of rumor mill, I understand out there, so what’s going on with that project, you can look at that at your own risk to get insight but we really don’t want to comment on that until everything things are all documented.

Craig Mailman – KeyBanc Capital Markets

Okay, that is fair. And then just curious as you look at the recaps and your other investment opportunities sort of and given your concerns that you always hear about valuation levels for some assets. What is you're return expectation these days for the increased risk that you may see on the horizon?

Michael L. Ashner

That the question assumes that we are wiling to take, we’re not going to take excess risk unless we are paid in excess return. We’re not, I don’t want there to be any confusion here. We’re not changing our return hurdles because others are, period end of story. If in fact something is riskier, and we choose to do it, we will be paid for that. And we have often said what our return hurdles we look at. For everything outside apart from multifamily, we're pretty much mid-teen minimum, IRR people, period. That’s it. We don't look at anything other than that, expect for maybe multifamily and we’re not going to change that. If we’re doing something that’s riskier, we want to be paid more. We want to be paid more with the same return that we would have expected two years ago. All right, that’s it. Otherwise, I can’t predict cycles and I’m not going to let this company and its capital be caught in a downward cycle.

Craig Mailman – KeyBanc Capital Markets

I guess I was getting at rather than lowering your hurdles. I was wondering if you’re actually raising your hurdles because of that risk.

Michael L. Ashner

But we are raising our hurdles if it’s riskier. The answer to that question is yes. Our hurdle is a function of the risk that we see where we are in the capital stack. Maybe I misunderstood your question, but I was – we’re not changing – what I was trying – the point I was trying to convey is that the risk return ratio is not going to change, but where we feel comfortable in a particular investment like Time Square and unlike some of the things that we’re looking at in which there is greater risk, we will pursue that provided we get a higher return. When we are looking for a return, trust me, higher than 15% from our Time Square investment.

Craig Mailman – KeyBanc Capital Markets

Great, that’s helpful.

Operator

Thank you. There are no further questions at this time. I would now like to turn the floor back over to Mr. Ashner for any closing comments or remarks you may have.

Michael L. Ashner

Well, again, we thank you all for joining us this afternoon. As always, we appreciate your continued support and we welcome your input and questions concerning the company and its business. I also look forward to seeing some of you, all of you or any of you at our Annual Meeting, which will be held at the offices of Katten Muchin Rosenman in New York City Tuesday, May 21, 2013 in 11 am. We provide three drinks, if you want some. If you would like 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. Of course, in addition, please feel free to contact any other member of management with any questions you may have at your convenience. I thank you all and have good afternoon.

Operator

Ladies and gentlemen, this does conclude today’s conference. You may disconnect your lines at this time and we thank you all for your participation. Good day.

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