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Winthrop Realty Trust (NYSE:FUR)

Q3 2009 Earnings Call

November 5, 2009; 02:00 pm ET

Executives

Beverly Bergman - Vice President & Director of Investor Relations

Michael Ashner - Chief Executive Officer

Carolyn Tiffany - President

Tom Staples - Chief Financial Officer

Analysts

David Fick - Stifel Nicolaus

Raymond Hal - Comprehensive Financial

Brian Bradrord - Private Investor

Operator

Greetings and welcome to the Winthrop Realty Trust third quarter 2009 earnings conference call. (Operator Instructions)

It is now my pleasure to introduce your host, Ms. Beverly Bergman, Vice President and Director of Investor Relations for Winthrop Realty Trust. Thank you and Ms. Bergman, you may now begin

Beverly Bergman

Thank you Jackie. Good afternoon everyone. Welcome to the Winthrop Realty Trust conference call to discuss our third 2009 quarter 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, November 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 in the FFO table of the press release.

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

Michael Ashner

Thank you, Beverly. Good afternoon everyone and thank you for joining us on our conference call. Today, we announced our financial results for the third quarter. By now, you should have all had an opportunity to review our earnings press release.

First, I would like to reiterate our view of the current state of the real estate investment environment by again emphasizing that we expect to be characterized by continuing deteriorating operating fundamentals.

The general absence of debt and equity liquidity on a relevant basis and higher capitalization rates all of which should contribute to an ongoing decline in value to the mid term. We believe these conditions will prevail across all real estate asset classes in all geographic set regions without exception and should not update for sometime even after stabilization and improvement occurs in the macro economy as a whole.

Insisting with this view is our belief that in this market a diversified and opportunistic approach to investing will yield a best risk adjusted returns for the real estate investor. The ability to invest across a spectrum of asset classes geographic regions and formats allows a diversified investor to avoid the downside in any specific asset class and to take a selective advantage of the different opportunities this environment will provide. Our only limitations on investment would be those which are self imposed restrictions that we have described in the past.

This leads to my next point. A way to think about our company’s earnings, particularly those traditionally regarded is non-recurring. For example, our unrealized and realized gains in securities. While we agree that these earnings are neither steady nor it’s predictable as the cash flow generated from building ownership we would suggest in the context of our stated style of investing which actively seek these gains combines with a track record of their realization and appropriate evaluation of the company should not treat these returns as abrasion of profits as one might in the context of a REIT dedicated to invest in one asset class.

To dividend; as you have read in our press release the board of trustees has elected to reduce the company’s dividend to $16.25 per common share per quarter or $0.65 per common share annually. This reduction is a direct result of the anticipated 30% increase in the company’s share count expected from the rights offering which will increase uninvested cash on hand from $35 million to $80 million.

Reconsideration of the quarterly dividend will be made by our Board as the company invest this cash. We intend to maintain our policy of dividending only our predictable cash flow on a quarterly basis supplemented with a year end special dividend when warranted. We will not maintain a dividend not generated from profits simply for the sake of appearance.

As mentioned, the company presently has $35 million of uninvested cash we gathered with approximately $62 million of real estate securities which when added to the $45 million of proceeds from the rights offering and the company’s $35 million line of credit should provide it with approximately $175 million of investable cash in the near-term.

We are hopeful structuring one or more programmatic ventures with institutional partners in the near term, which would further expand utility of our capital without burdening the company with leverage. We are ere all well aware, however, of the responsibility to predict our capital particularly in stressed market conditions such as these and intend to invest with great caution deliberation

With opportunity obviously comes great risk. We believe the company has addressed those challenges that can be reasonably anticipated with respect to its existing portfolio in the near term, both from the perspective of financial reporting and asset management. Further, we continue to maintain the company with one of the strongest REIT balance sheet and that is demonstrated in part by our earnings this quarter we are moving forward decisively.

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

Tom Staples

Thank you Michael, good afternoon everyone. I will be providing an overview of Winthrop’s financial results as well as a review of our business segments operating results. Please note that our per share amounts are on a fully diluted basis unless otherwise stated in reflected November 2008 one for five reverse stock split.

For the quarter ended September 30, 2009, the company reported net income of $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 for quarter ended September 30, 2009, was primarily the result of a $12.6 million unrealized gain on our REIT securities fair value, $1.5million received in interest and dividends from our REIT securities and a $676,000 realized gain on sale of certain REIT securities.

For the nine months ended September 30, 2009, the net loss was $78.5 million or $4.96 per common share compared with a net loss of $15.5 million or $1.06 per common share for the nine months ended September 30, 2008.

The increase in the loss for the nine months ended September 30, 2009, was primarily the result of a $98.7 million loss from our equity investment Lex-Win Concord which represents an increase of $84.7 million over the loss allocated to Winthrop for the nine months ended September 30, 2008.

A loss from Lex-Win Concord represents our $67 million allocable share of the operating loss. In addition we recorded $31.7 million other than temporary impairment loss in 2009 to reduce our equity investment in Lex-Win Concord to zero.

These losses were partially offset by realized and unrealized gains on our equity securities of $3.3 million and $14 million respectively as well as the extinguishment of debt gains of $5.7 million from the acquisition of our Series B-1 shares and a discount for the nine months ended September 30, 2009.

Total FFO for the third quarter 2009 was $19.9 million or $1.14 per common share compared with FFO of $5.3 million or $0.34 per common share for the third quarter of 2008. FFO for the nine months ended September 30, 2009, was a negative $68.4 million, or a loss of $4.32 per common share is compared with an FFO loss of $6.5 million or $0.44 per common share for the nine months ended September 30, 2008.

Excluding items that affect comparability, FFO for the third quarter of 2009 would have been $6.2 million or $0.35 per common share as compared to FFO of $6.3 million or $0.40 per common share for the third quarter of 2008.

Similarly, excluding the items that affect comparability FFO for the nine months ended September 30, 2009, would have been $20.2 million or $1.15 per common share as compared to $23.5 million or $1.26 per common share for the nine months ended September 30, 2008.

I will now discuss our operating results by business segment. With respect to Winthrop’s operating properties business segment, net operating income was approximately $7.5 million for the three months ended September 30, 2009, compared with approximately $7.7 million for the three months ended September 30, 2008.

Rents and reimbursements from our consolidated properties decreased by $231,000 due primarily to a $340,000 decrease in rental income from our plantation Florida property as a result of the restructuring in ten year expansion of the Bell South net lease agreement, a decrease of $253,000 at the Jacksonville Florida property, with the loss two tenants who occupied approximately 80% of the property and a $150,000 decrease due to an approximate 9% decrease in occupancy at one of our Lyle Illinois properties. These decreases were partially offset by increases of $151,000 and $307,000 in rental income in our Ontario and River City properties respectively due to increases in occupancy for the three months ended September 30, 2009.

Operating expenses increased by $310,000 due primarily to increase cost $197,000 at our River City property as a result of its increased occupancy, and $113,000 increase in legal and professional fees related to tenant negotiation in tenant resolution of disputes. Our operating properties business segment also includes our equity investments in the Sealy properties in this quarter 12 Mark Realty properties as a result of our restructuring of our agreement with Mark Realty as previously disclosed in the second quarter of 2009.

Losses from the Sealy portfolio decreased by $170,000 for the three months ended September 30, 2009, compared to the three months ended September 30, 2008, primarily as a results of savings in operating expenses in real estate taxes. We’ve achieved $321,000 in cash distribution from our Sealy equity investment during the quarter ended December 30, 2009.

Our Mark Realty portfolio generated net income of $122,000 during the quarter ended September 30, 2009, representing up 50% share of operations from our 12 Mark Realty equity investments. We received a $110,000 of cash distributions from the Mark investments during the three months ended September 30, 2009.

With respect to Winthrop’s loan assets and loan securities business segment, net operating income was $1.6 million for the three months ended September 30, 2009 compared with net operating income of $4.4 million for the three months ended September 30, 2008.

This decrease in operating income was primarily due to a $2.4 million decrease in earnings from Lex-Win Concord and a $1 million decrease in equity earnings from our preferred equity investment in Mark Realty primarily due to restructuring of the investment mentioned earlier which resulted in the majority of this investment to subsequently being classified in the operating properties business segment. These decreases were partially offset by a $698,000 increase in interest income due primarily to interest recognized on two loans assets acquired in June of 2009.

With respect to our REIT securities business segment net operating income was $14.7 million for the three months ended September 30, 2009, compared with net operating income of approximately $37,000 for the prior year period.

As previously mentioned, the increase of net operating income was a result of a $12.6 million unrealized gain from the securities carried for market value as a result of a strong performance in the REIT securities factors during the quarter. A $676,000 realized gains on the sale of REIT securities and a $1.4 million increase in interest and dividend income from our REIT security investment portfolio as a result of the increased investment in REIT securities during 2009.

At September 30, 2009, Winthrop sold REIT securities with an aggregate fair value of $61.7 million compared with $36.7 million at December 31, 2008. At September 30, 2009, Winthrop had cash and cash equivalents of $35.1 million compared to a balance of $59.2 million at December 31, 2008.

A decrease in cash and cash equivalence was a result of cash used in financing activates of approximately $25 million and a shift in primarily of dividend payments for the common shareholders of $13.8 million and pay downs on our mortgage loans and notes payable of $14.1 million.

Investing activities cash of $13 million primarily for acquiring REIT securities in the issuance and acquisition of loans receivable. These declines in cash and cash equivalence were partially offset by cash flow generated by our operating activities of approximately $13.9 million.

Lastly, concerning dividends, Winthrop paid a regular quarterly cash dividend of $0.25 per common share for the third quarter of 2009 which was paid on October 15, 2009. Winthrop has declared a $16.25 per common share cash dividend for the fourth quarter 2009 which will be paid on January 15, 2010, that holds record on December 31, 2009.

Now, I will turn the call over to Carolyn Tiffany. Carolyn?

Carolyn Tiffany

Thanks, Tom. Good afternoon. Last quarter we addressed issues facing less productive assets in the Mark Reality portfolio and as Tom mentioned we restructured this investment with a view towards improving our position.

As you know as part of the restructuring we exchanged our interest in several Chicago suburban properties which require longer-term investment hold and riskier potential returns upon increased overall interest in downtown Chicago properties which we believe are for a superior risk-adjusted return.

The portfolios occupancy now comprising 2.2 million square feet with 85% as of October 30, 2009, compared to 87% at September 30, 2008. While the restructuring required us to take charges against earnings and reduced our current value we continue to believe that we will more than recover these amounts through the increased equity in the downtown properties and will ultimately receive proceeds in excess of our current value.

You will note that beginning this quarter in our 10-Q we include condensed income statements and balance sheets for our equity investment in the Mark Properties and the Sealy Properties we continue to seek ways in which we can provide more transparency to our investors and believe this additional information would be meaningful.\

Winthrop’s 3 Sealy venture properties comprising a total of about 2.1 million rentable square feet had a blended occupancy rate of 84% at September 30, 2009, compared with 87% at September 30, 2008. The decrease in occupancy for the comparable period is mainly attributable to the soft of Atlanta market in which the majority of the Sealy space is located. We continue to closely monitor the performance of these assets.

Winthrop’s consolidated portfolio of approximately 4.3 million square feet had a blended occupancy rate of 85% at September 30, 2009 compared to 96% at September 30, 2008. The decline in occupancy is primarily the result of the loss of two tenants as Tom mentioned at least in aggregate of approximately 460,000 square feet, 80% of the Jacksonville, Florida properties based.

We are currently in negotiations with a new tenant for this vacant space and hope to have a lease in place by year-end. The average occupancy rate for the nine months ended September 30, 2009 was 93%.

Our consolidated portfolio consists largely of net lease properties notably the portfolio of net leased properties acquired from [Fenelbet] in 2004. As we have discussed in our last call the 1 million square Church Hill Pennsylvania property is subject to a lease with BIOCOM which is scheduled to mature in December 2010.

We have advised BIOCOM to given the current poor physical condition in the property should they elect to vacate we will seek to recover the cost necessary to bring the properties to conditions required under fleet, BIOCOM is not required to provide notice of the renewal until December of this year. Overall, our multi tenanted properties operations were not immune to market conditions are repairing relatively well and our stabilized with no major lease rollovers in the near term.

Turning to Concord while we wrote down our investment in the joint venture debt platform to zero during the second quarter for financial statement purposes, as we’ve discussed we together with our partners continue to manage our investment in Concord and work with its lenders to seek any potential equity recovery.

During the third quarter we received a distribution and recorded income of $500,000 from Concord representing our shares asset management fee income. With respect to our debt exposure, inclusive of extension rates none of our loans are scheduled to mature in 2009, for the fourth quarter 2009 and is approximately $1.9 million as scheduled principle payments on mortgage loans after getting affect to extension rates approximately $15.8 million is scheduled to be paid down and mature in 2010 and $207.8 million is scheduled to be paid down or mature in 2011 or later.

As Michael discussed, we commenced the rights offering for holders to record on October 22 of our common shares and preferred shares enabling them to acquire an additional approximately $4.9 million common shares at a price of $9.05 per share. We expect the offering to be fully subscribed to resulting in net proceeds to the company of approximately $45 million, the offer expires at November 19, 2009.

Separately, in a private transaction, holders of the Series B-1 Preferred Shares elected to convert 544,000 Series B-1 Preferred Shares into an equivalent number of our newly issued Series C Preferred Shares.

Although the Series C Preferred Shares have substantially the same rights as the Series B-1 Preferred Shares including dividend rates liquidation preference and mandatory redemption date, they are junior and right of payment to the Series B-1 Preferred Shares and permit Winthrop to issue additional preferred shares which are on par with the Series C Preferred Shares subject to certain limitation without the consent of the holders of the Series C Preferred Shares. Winthrop is not permitted to issue additional preferred shares which are on par with the Series B-1 Preferred Shares.

In exchange the initial conversion price of the Series B preferred shares of $14 1.786 common shares per Series C share, which is a reduction from the $22.50 conversion price 1.111 common share on the Series B-1 preferred shares. We believe that in a market such as this it is important for the company to be able to avail itself of all capital source.

With that, let’s open it up to questions. Operator.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from David Fick - Stifel Nicolaus.

David Fick - Stifel Nicolaus

Carolyn, I guess given that you have written down the value of Concord fully to zero, the only further earnings in fact would be any upside recovery or fees that you are allowed to recognize, there is no more allocable losses below zero, right, since there is no recourse to you?

Carolyn Tiffany

That’s correct. If there are suspended losses, because we won’t write it down below zero, there may in fact be earnings that are allocated to us. If Concord would have earnings that we would not recognized, but at this point any cash that we receive will be recognized as earnings.

David Fick - Stifel Nicolaus

Okay. Secondly, the rights offering, I like rights offerings theoretically, I was just wondering given that you’ve got a $105 million of existing liquidity, what’s the intent there?

Michael Ashner

The need for the rights offering is to establish a strong enough [work-chest] so that we can make a pool of diversified investments some which may be smaller, some of which will be larger, but I do not believe that the amount of capital on balance sheet is significant, I don’t believe it’s unlimited, I believe the opportunities out there currently exceed even the $170 million or so capital that we have after the rights offering.

David Fick - Stifel Nicolaus

Okay. Just following on that then, I know you don’t talk about deals until there consummated, but because my mother told me not to conceptually. You haven’t done a whole lot obviously it’s been an unsettled period. Do you think you have things in hand that you’re talking about the next 90-180 days or is it just concept at this point that things have to be cheap enough that I’m going to find opportunity.

Michael Ashner

Well, I think it’s a couple of answers. First of all, we’ve created over the last 90 to a 120 days an infrastructure of how we’re approaching the opportunities in the market. We don’t want to do it in an undisciplined manner; we don’t want to wait for people to call us. We have certain programs out there which source for us investment, that’s first, and that took a while to set up.

Separately, I want to get a better sense of pricing in the market, bidding the pros was very wide during the first quarter, it’s now at a bid now, I don’t want to go out and price opportunities and then look back and say that I overpaid by 20% and there is no way to do that unless you continually test the market which is to some extend what we’re doing for the last six months and it’s an ongoing process.

Third, we have been moving forward and hopefully we’ll consummate more than one programmatic venture in which we will invest -- through which we will investing capital and as to which I indicated upfront allows us to extend the utility of our capital.

So, we’ve been doing a lot of things right now, but we’re doing them in a sense that in the context of the best results in the future with respect to the opportunities we see at hand.

David Fick - Stifel Nicolaus

And Michael, do you see there is coming down on the side of direct real estate investment or in entity, I know you are willing to go almost anywhere?

Michael Ashner

I mean that’s a good question. I think as a general rule the debt today is the equity, that is equity I mean when you bid something if you are looking at it, it may sound like equity, the format may be equity, but, I am sorry, it may sound like debt and the format would be debt, but it’s truly equity. Having said that there are one or two equity investors that we are looking at even in this market.

On the other hand or to add supplement to that the extend that we’re involved in the recapitalization of existing assets arguably since we are restructuring debt one could say that it’s a debt investment but from our standpoint it’s an equity investment. I really think the overarching principle is that anything you are doing is really whether you characterize it as debt or equity, is equity investing but perhaps at a senior level in capital stack which makes it look like you’re doing debt investing.

David Fick - Stifel Nicolaus

Okay. Just exploring a little bit further the rationale for converting the B1s into the Cs, what did you gain there, did they give up their put right? What was it right now?

Michael Ashner

What we gained was greater flexibility of our capital structure. Whereas our view and we were advised that it had been very difficult if we wanted to at some later date issue preferred stock to do so with $35 to $36 million of senior preferred out there. So the idea behind it was to create a new class of preferred which allowed us to issue preferred pari passu which is what we did.

David Fick - Stifel Nicolaus

Okay, and then my last question relates to the Florida vacancy under negotiation. Actually I have two questions, tenant specific questions. Can you talk to us about the parameters on that over into new rent, should you execute the transaction where it’s currently under conversation?

Carolyn Tiffany

Well it’s still in negotiation; I don’t really want to comment on the rent. It would be for all of the space that’s currently vacant at that property; it would be premature to comment beyond that.

David Fick - Stifel Nicolaus

Okay. Then I know you probably have the same kind of sensitivity around BIOCOM, has there been any response from your letter so far.

Carolyn Tiffany

No.

Operator

(Operator Instructions) Your next question comes from Raymond Howl - Comprehensive Financial.

Raymond Hal - Comprehensive Financial

Could you touch on, has there been any discussion with Kroger yet about those leases?

Michael Ashner

Yes, we have engaged Kroger deal, do you want to give more detail Carolyn.

Carolyn Tiffany

They have not actually given us their final notice yet. They are exercising a purchase option on one of the stores. It’s still in discussion, but we don’t think that there will be a material change to our financial statements either way, the way those negotiations work out.

Raymond Hal - Comprehensive Financial

And those individual are leases, correct?

Carolyn Tiffany

They are individual leases we expected on some of them, they will renew on some they won’t renew and on some they will try to purchase.

Raymond Hal - Comprehensive Financial

And what about, if I lost track of this, the South Burlington Property, didn’t that lease come up in December?

Carolyn Tiffany

Yes, there are a couple of leases, they are released to Verizon two properties, one in Andover, Massachusetts and one in Burlington. We are currently in negotiations on the Burlington property with the sub tenant at that property. And we are marketing the Andover property both for lease and for sale. At this time both of those properties are actually carried on our books.

Raymond Hal - Comprehensive Financial

Right. I may have misread this, but I thought in the perspectives for the rights offering, it looked to me that you looked at the dividend, I think you said you thought the maximum dividend cut would be $0.06. Can you provide a little color on the greater dividend cut?

Carolyn Tiffany

Well, I think what we liked to do is we look at what we know, we’re comfortable that our recurring cash flow is, we looked at where we are today in terms of - we don’t have tenants yet in on the Winn Dixie property or the Andover property and we’ve said historically, we like to track our cash flow. And as Michael said, in December when we know our actual cash flow, we will look at the special dividend see if it’s warranted.

Michael Ashner

But the bulk of the dividend cut just reflected the fact that it would increasing the share count by close of 30% and we have all of this cash on our balance sheet which is earning that cash at $45 million would be earning for a period of time 30-35 basis points. So we’ve another $35 million already in our balance sheet just earning 30-35 basis points. As that cash is invested accretively we will of course reconsider our dividend.

Raymond Hal - Comprehensive Financial

What about the fixed income securities you own? My guess is those are probably getting pretty close to par is that?

Michael Ashner

Well, you can split them into two groups. The bonds are getting very close to par and preferred which are still high yield and are not yet close to par, as we invest our capital we’ll first of course in best cashes is in treasury that’s our way of yielding asset, then we’ll sell the bonds because their coupon is the lowest coupon and then from there we will sell the prefers and invest that cash.

Raymond Hal - Comprehensive Financial

And lastly, how much cash flow did you receive from Mark Realty portfolio this quarter? I thought said that but.

Tom Staples

It was rated, those $110,000 we received in distributions.

Raymond Hal - Comprehensive Financial

Help me out, because I know that’s been restructured. But is that still I guess in the form of mezzanine, mostly mezzanine loans I mean are those -- how exactly does the cash flow work on that venture?

Carolyn Tiffany

Technically they are mezzanine loans. But it’s really treated now as equity. We only get paid on mezzanine loan interest after the cash flow from properties, after TI, after CapEx and only if then there is cash flow available to pay not just us but also the Mark Realty partners an equal amount.

So I would also said that for the quarter the restructuring happened at the beginning of the quarter so there’s been a bit of a transition period I would not use that as necessarily being representative of the quarterly amount we expect to get but that is what we received this quarter.

Operator

(Operator Instructions) Your next question comes from Brian Bradford - Private Investor.

Brian Bradrord - Private Investor

I was wondering if you could comment a little bit about the stuff in the last 10-Q, I was curious about the assets you purchased from Concord whether those were going to continue, whether you’re thinking you’re going to buy more assets from them and also if you could additionally just comment on the lawsuit going on with that entity.

Michael Ashner

Well, let’s see, two-part question. The extend to that this can be acquired from Concorde at fair prices we would be better. That’s clear. And we have done in the past we’ll continue to do so in the future. I say that doing the context that of course the agreements provide and even if they didn’t provide it would be our view that we welcome the participation of Lexington and Inland, in any purchase of assets from Concord. But the extend that’s available that can be bought at a price which our returns we will be better for this asset.

Separately, I assume the lawsuit you are discussing is the lawsuit with Inland and there are ongoing discussions between the parties and hopefully there will be a resolution of it but only time can tell.

Operator

(Operator Instructions) There are no further questions. I would like to hand the floor back over to management for any closing comments.

Michael Ashner

Again, we thank you all for joining us this afternoon. As I mentioned earlier we believe that our balance sheet and liquidity position allows Winthrop to take advantage of the dislocation of the markets and to make more favorable risk adjusted investments that we have been able to make in the past.

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 at our offices. You can also find additional information about us on our website at www.winthropreit.com. In addition, please feel free for 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.

Operator

This concludes today’s teleconference you may disconnect your lines at this time. Thank you for your participation.

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