Wellsford Real (AMEX:WRP)
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Wellsford Real Properties, Inc. (AMEX:WRP) announced
today that it's net assets in liquidation at December 31, 2005
aggregated $56,569,414 or $8.74 per share based upon 6,471,179 shares
outstanding at December 31, 2005.
WRP had announced in November 2005 that its stockholders approved
the Plan of Liquidation (the "Plan") at WRP's annual meeting held on
November 17, 2005.
After the approval of the Plan by the stockholders, WRP completed
the sale of its largest asset, the three residential rental phases of
its Palomino Park project for $176,000,000. On December 14, 2005, the
Company made an initial liquidating distribution of $14.00 per share,
aggregating approximately $90,597,000, to its stockholders.
For all periods preceding stockholder approval of the Plan on
November 17, 2005, WRP's financial statements are presented on the
going concern basis of accounting. As required by generally accepted
accounting principles, WRP adopted the liquidation basis of accounting
as of the close of business on November 17, 2005. Under the
liquidation basis of accounting, assets are stated at their estimated
net realizable value and liabilities are stated at their estimated
settlement amounts, which estimates will be periodically reviewed and
adjusted as appropriate.
At December 31, 2005, WRP had total assets of $126,670,151 which
was comprised primarily of real estate assets under development of
$44,233,031, investments in joint ventures of $20,453,074, cash of
$41,027,086 and restricted cash and investments of $18,953,325. Total
liabilities and minority interests of $70,100,737 at December 31, 2005
was comprised of the reserve for estimated costs during the period of
liquidation of $24,057,079, mortgage notes and construction loans
payable of $19,250,344, the deferred compensation liability of
$14,720,730 and other accruals and liabilities of $12,072,584.
During the period November 18, 2005 to December 31, 2005, WRP
reported a reduction of $90,319,588 in net assets in liquidation,
substantially the result of the aforementioned distribution to
stockholders.
Prior to the approval of the Plan and the adoption of the
liquidation basis of accounting, WRP reported revenues of $2,140,491
and a net loss of ($936,621) or ($0.14) per basic and diluted share
during the period October 1, 2005 through November 17, 2005. WRP
reported revenues of $14,710,475 and net income of $3,018,292 or $0.47
per basic and diluted share during the period January 1, 2005 to
November 17, 2005.
WRP reported fourth quarter 2004 revenues of $4,689,000 and a net
loss of $(10,193,063), or $(1.58) per basic and diluted share. For the
year ended December 31, 2004, WRP reported revenues of $27,649,326 and
a net loss of $(32,703,450), or $(5.06) per basic and diluted share.
Remaining Activities, Assets and Investments
At December 31, 2005, WRP's remaining activities, assets and
investments were comprised primarily of the following:
-- The 259 unit Gold Peak condominium development in Highlands
Ranch, Colorado is the remaining phase from our Palomino Park
development. WRP is currently constructing Gold Peak and had
84 units under contract at December 31, 2005. Gold Peak unit
sales commenced in January 2006.
-- The Orchards, a single family home development in East Lyme,
Connecticut, upon which WRP commenced building 101 single
family homes on 139 acres. An additional 60 homes could be
built on a contiguous parcel of land. The model home was
completed during the fourth quarter of 2005. The completion of
the initial homes and closings of initial sales are expected
to occur in 2006.
-- A 75% interest in a joint venture that owns two land parcels
aggregating approximately 300 acres in Claverack, New York.
One land parcel is subdivided into seven single family home
lots upon which WRP intends to build and sell custom designed
homes. The remaining 235 acres, known as The Stewardship, are
currently subdivided into six single family home lots with the
intent to increase the number of developable residential lots
to 49 lots, improve the land and construct and sell single
family homes.
-- Interests in Reis, Inc., a real estate information and
database company.
-- A 10% interest in Clairborne Fordham, a company which
currently owns and is selling the remaining two unsold
residential units of a 50-story, 277 unit, luxury condominium
apartment project in Chicago, Illinois.
-- A project in Beekman, New York where WRP owned approximately
10 acres of land and has a contract, secured by a first
mortgage lien on the property, to acquire a contiguous 14 acre
parcel. This investment was sold in January 2006.
The Plan
The Plan contemplates the orderly sale of each of WRP's remaining
assets, which are either owned directly or through WRP's joint
ventures, the collection of all outstanding loans from third parties,
the orderly disposition or completion of construction of development
properties, the discharge of all outstanding liabilities to third
parties and, after the establishment of appropriate reserves, the
distribution of all remaining cash to stockholders.
WRP currently contemplates that approximately 36 months after the
approval of the Plan any remaining assets and liabilities would be
transferred into a liquidating trust. The liquidating trust would
continue in existence until all liabilities have been settled, all
remaining assets have been sold and proceeds distributed and the
appropriate statutory periods have lapsed.
As noted above, WRP's net assets in liquidation aggregated
$56,569,414, or $8.74 per share. This amount presents development
projects at estimated net realizable value after giving effect to the
present value discounting of estimated net proceeds therefrom. All
other assets are presented at estimated net realizable value on an
undiscounted basis. The amount also includes a reserve for future
estimated general and administrative expenses and other costs during
the liquidation. Estimated net realizable value reflects economic
changes and various other changed circumstances over recent months.
There can be no assurance that these estimated values will be
realized, nor if the reserve for future estimated general and
administrative expenses is adequate. Such amount should not be taken
as an indication of the timing or amount of future distributions to be
made by WRP.
The timing and amount of interim liquidating distributions (if
any) and final liquidating distributions will depend on the timing and
amount of proceeds the Company will receive upon the sale of the
remaining assets and the extent to which reserves for current or
future liabilities are required. Accordingly, there can be no
assurance that there will be any liquidating distributions prior to a
final liquidating distribution.
WRP is a company in liquidation. WRP was formed to operate as a
real estate merchant banking firm to acquire, develop, finance and
operate real properties and invest in private and public real estate
companies. At December 31, 2005, the Company's remaining primary
operating activities are the development, construction and sale of
three residential projects.
This press release, together with other statements and information
publicly disseminated by WRP, contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of WRP or industry results
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following, which are discussed
in greater detail in the "Risk Factors" section of WRP's Form 10-K
filed with the Securities and Exchange Commission ("SEC") on March 16,
2006 which is incorporated herein by reference: general and local
economic and business conditions; future valuation adjustments as a
result of possible declines in the expected values and cash flows of
residential development projects and investments or changes in the
intent with regards to such projects and investments; competition;
risks of real estate development, construction and renovation
including construction delays and cost overruns; inability to comply
with zoning and other laws and obtain governmental approvals; the risk
of inflation in development costs (including construction materials);
the availability of insurance coverages; the inability to obtain or
replace construction financing for development projects; adverse
consequences of debt financing including, without limitation, the
necessity of future financings to repay maturing debt obligations;
inability to meet financial and valuation covenants contained in loan
agreements; inability to repay financings; exposure to variable rate
based financings; risk of foreclosure on collateral; risks of
leverage; risks associated with equity investments in and with third
parties; risks associated with our reliance on joint venture partners
including, but not limited to, the inability to obtain consent from
partners for certain business decisions, the potential risk that our
partners may become bankrupt, have economic or other business
interests and objectives which may be inconsistent with those of WRP
and our partners being in a position to take action contrary to our
interests; inability and/or unwillingness of partners to provide their
share of any future capital requirements; availability and cost of
financing; interest rate risks; demand by prospective buyers of
condominiums and single family homes; inability to realize gains from
sales of condominiums and single family homes; lower than anticipated
sales prices; inability to close on sales of properties; the risks of
seasonality and increasing interest rates on WRP's ability to sell
condominium units and single family homes; increases in energy costs,
construction materials and interest rates could adversely impact our
home building business as homes become more expensive to build and
profit margins could deteriorate; inability to raise sale prices to
maintain profit margins; the negative impact from a continuing rise in
energy costs and interest rates on our marketing efforts and the
ability for buyers to afford our homes at any price level, which could
result in the inability to meet targeted sales prices or cause sales
price reductions; environmental risks; inability of Reis to be sold at
all, for the amount of proceeds used by WRP in valuing Reis, or on
terms that are favorable to WRP; the Board could abandon the Plan;
failure to achieve proceeds from the sales of assets to meet the
estimated ranges of total distributions to stockholders under the
Plan; the uncertainty as to the timing of sales of assets and the
impact on the timing of distributions to stockholders; illiquidity of
real estate assets and joint venture investments; increases in
expenses which would negatively impact the amount of distributions
pursuant to the Plan; unknown claims and liabilities which would
negatively impact the amount of distributions pursuant to the Plan;
the sale of undeveloped land, rather than the construction and sale,
in the normal course of business, of single family homes or
condominium units which would negatively impact the amount of
distributions pursuant to the Plan; the inability to utilize all of
WRP's Federal net operating loss carryforwards; and other risks listed
from time to time in WRP's reports filed with the SEC. Therefore,
actual results could differ materially from those projected in such
statements.