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WRP Reis,

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Share Name Share Symbol Market Type
Reis, AMEX:WRP AMEX Ordinary Share
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Wellsford Real Properties, Inc. Reports Third Quarter 2005 Results

08/11/2005 5:43pm

Business Wire


Wellsford Real (AMEX:WRP)
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Wellsford Real Properties, Inc. (AMEX: "WRP") reported third quarter 2005 revenues of $4,231,164 and net income of $3,776,753, or $0.58 per basic and diluted share. For the corresponding quarter in 2004, WRP reported revenues of $8,253,519 and a net loss of $(12,677,924), or $(1.96) per basic and diluted share. For the nine months ended September 30, 2005, WRP reported revenues of $12,569,984 and net income of $3,954,913, or $0.61 per basic and diluted share. For the corresponding period in 2004, WRP reported revenues of $22,960,326 and a net loss of $(22,510,387), or $(3.48) per basic and diluted share. Business Unit Activities - During the Third Quarter of 2005 and Subsequent Commercial Property Activities In September 2005, WRP ceased its Commercial Property Activities when its 35.21% equity interest in Wellsford/Whitehall, a joint venture by and among WRP, various entities affiliated with the Whitehall Funds and private real estate funds sponsored by The Goldman Sachs Group, Inc., was redeemed for approximately $8,300,000. WRP realized a gain of $5,846,000 on the redemption. WRP's share of the income (loss) from Wellsford/Whitehall was approximately $5,473,000 and $(2,149,000) for the three months ended September 30, 2005 and 2004, respectively and $11,007,000 and $(2,616,000) for the nine months ended September 30, 2005 and 2004, respectively. Debt and Equity Activities At September 30, 2005, WRP had the following investments in its Debt and Equity Activities SBU: (i) an equity investment of approximately $687,000 in Clairborne Fordham, a company initially organized to provide $34,000,000 of mezzanine construction financing for a high-rise condominium project in Chicago, which currently owns and is selling the remaining unsold components of this project; (ii) approximately $6,791,000 invested in Reis, Inc., a real estate information and database company; and (iii) a $630,000 investment in Wellsford Mantua, a company organized to purchase land parcels for rezoning, subdivision and creation of environmental mitigation credits. Residential Activities Palomino Park WRP is the developer and managing owner of Palomino Park, a five phase, 1,707 unit multifamily residential development in Highlands Ranch, a southern suburb of Denver, Colorado. Three phases (Blue Ridge, Red Canyon and Green River) aggregating 1,184 units are operated as rental property. In March 2005, WRP's Board of Directors (the "Board") authorized the sale of these three phases and in the second quarter of 2005, WRP engaged a broker to market these phases. The 264 unit Silver Mesa phase has been converted into condominiums and through September 30, 2005, WRP had sold all 264 units. The Gold Peak phase is under construction as a 259 unit for-sale condominium project and as of September 30, 2005, there were 73 Gold Peak units under contract. At September 30, 2005, the Company had an 85.85% interest in Palomino Park and a subsidiary of EQR owned the remaining 14.15% interest. With respect to EQR's 14.15% interest in the corporation that owns Palomino Park, there existed a put/call option between the Company and EQR related to one-half of such interest (7.075%). In February 2005, the Company informed EQR of its intent to exercise this option at a purchase price of approximately $2,087,000. This transaction was completed on October 13, 2005. Any transaction for the remaining half of EQR's interest would be subject to negotiation between the Company and EQR. In August 2005, WRP entered into an agreement to sell the three residential rental phases of its Palomino Park project for $176,000,000. The sale is subject to approval of the Plan of Liquidation (the "Plan") (see below) by WRP's stockholders on November 17, 2005. Other Developments At September 30, 2005, the Company's other development projects include: (i) a venture which owns 101 single family home lots situated on 139 acres of land in East Lyme, Connecticut upon which it is constructing houses for sale ("East Lyme"); (ii) a joint venture that owns approximately 300 acres, currently zoned for 13 single family home lots, in Claverack, New York; and (iii) interests in a 10 acre parcel in Beekman, New York which is owned by the Company and a contract to acquire a contiguous 14 acre parcel, the acquisition of which is conditioned upon site plan approval to build a minimum of 60 residential condominium units. The Company's $300,000 deposit in connection with the contract is secured by a first mortgage lien on the property. WRP has a contingent purchase option from the seller of the East Lyme land on a contiguous parcel of land which could be used to develop an additional 60 single family homes. Such right was exercised during April 2005; however, the seller at that time could not deliver the parcel in accordance with the terms and conditions of the agreement. The seller is currently attempting to remedy this situation. The purchase price for this land is approximately $3,700,000. Corporate On November 17, 2005, WRP will hold its 2005 annual meeting of stockholders. At this meeting, the stockholders will vote on the Plan, which was previously approved by the Board in May 2005. Under the Plan, WRP intends to sell its assets, to pay or provide for its liabilities, and to distribute its remaining cash to its stockholders. It is anticipated that the liquidation would occur over a 12 to 36 month period and result in a total distribution of between $18.50 and $21.00 per share. The Board anticipates that the initial distribution will be $14.00 per share, which is at the high end of the previously anticipated range of between $12.00 and $14.00 per share. The initial distribution is anticipated to be made within 30 days after the completion of the sale of the three rental phases of Palomino Park. The closing of the sale is expected to be completed by the end of November 2005 if the Plan is approved by the stockholders. Mr. Jeffrey Lynford, Chairman and CEO stated, "Assuming that the Plan is approved by the stockholders and the sale of the Palomino Park rental phases closes before the end of November, we intend to make the initial $14.00 per share distribution to stockholders as early in December as possible." Wellsford Real Properties, Inc. is a real estate merchant banking firm headquartered in New York City which acquires, develops, finances and operates real properties, constructs for-sale single family home and condominium developments and organizes and invests in private and public real estate companies. 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 registration statement on Form S-3 (file No. 333-73874) filed with the Securities and Exchange Commission ("SEC") on December 14, 2001, as may be amended, and the Definitive Proxy Statement dated October 10, 2005 and filed with the SEC on October 11, 2005, which are incorporated herein by reference: general and local economic and business conditions; future impairment charges 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 acquisition, 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 its 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, reliance on partners who are solely responsible for the books, records and financial statements of such ventures, 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 instructions or requests; 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; inability or failure of the purchaser of the residential phases of Palomino Park to close; 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 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; failure of the stockholders to approve the Plan; the Board could abandon the Plan even after it is approved by the stockholders; failure to achieve proceeds from the sales of assets to meet the estimated ranges of initial and 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; 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. -0- *T Wellsford Real Properties, Inc. Financial Highlights (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, ------------------------------------------------ 2005 2004 2005 2004 ---------- ---------- ----------- ----------- REVENUES Rental revenue $3,419,873 $3,330,548 $10,315,055 $10,107,727 Revenue from sales of residential units 209,900 4,408,154 488,075 11,352,348 Interest revenue 438,541 307,325 1,248,854 798,023 Fee revenue 162,850 207,492 518,000 702,228 ---------- ---------- ----------- ----------- Total revenues 4,231,164 8,253,519 12,569,984 22,960,326 ---------- ---------- ----------- ----------- COSTS AND EXPENSES Cost of sales of residential units 166,513 3,614,456 385,631 9,384,829 Property operating and maintenance 1,272,956 1,239,490 3,824,377 3,517,197 Real estate taxes 279,346 350,696 846,549 1,078,341 Depreciation and amortization 1,106,417 1,183,195 3,315,601 3,458,914 Property management 91,378 71,032 275,502 237,084 Interest: Mortgage notes payable 1,239,174 1,478,903 3,855,366 4,767,074 Debentures -- 524,954 823,643 1,574,861 General and administrative 1,933,158 2,143,520 6,842,237 5,742,346 ---------- ---------- ----------- ----------- Total costs and expenses 6,088,942 10,606,246 20,168,906 29,760,646 ---------- ---------- ----------- ----------- Income (loss) from joint ventures 5,601,729 (10,277,532) 11,514,752 (16,383,563) ---------- ---------- ----------- ----------- Income (loss) before minority interest, income taxes and discontinued operations 3,743,951 (12,630,259) 3,915,830 (23,183,883) Minority interest benefit (expense) 42,802 (3,665) 109,083 40,182 ---------- ---------- ----------- ----------- Income (loss) before income taxes and discontinued operations 3,786,753 (12,633,924) 4,024,913 (23,143,701) Income tax expense 10,000 44,000 70,000 143,000 ---------- ---------- ----------- ----------- Income (loss) from continuing operations 3,776,753 (12,677,924) 3,954,913 (23,286,701) Income from discontinued operations, net of income tax expense of $17,000 during the nine months ended September 30, 2004 -- -- -- 776,314 ---------- ---------- ----------- ----------- Net income (loss) $3,776,753 $(12,677,924)$ 3,954,913 $(22,510,387) ========== ============ =========== ============ Per share amounts, basic and diluted: Income (loss) from continuing operations $ 0.58 $ (1.96) $ 0.61 $ (3.60) Income from discontinued operations -- -- -- 0.12 ---------- ---------- ----------- ----------- Net income (loss) $ 0.58 $ (1.96) $ 0.61 $ (3.48) ========== ========== =========== =========== Weighted average number of common shares outstanding: Basic 6,467,639 6,460,770 6,467,639 6,459,352 ========== ========== =========== =========== Diluted 6,476,698 6,460,770 6,470,949 6,459,352 ========== ========== =========== =========== *T -0- *T Wellsford Real Properties, Inc. Financial Highlights (continued) September 30, December 31, Summary of Consolidated Balance Sheet Data 2005 2004 ------------------------------------------ -------------------------- (unaudited) (audited) Real estate, net $142,914,298 $130,243,971 Notes receivable $ 157,500 $ 1,189,500 Investment in joint ventures $ 7,478,437 $ 13,984,968 Cash and cash equivalents $ 64,107,263 $ 65,863,790 U.S. Government securities $ 5,050,467 $ 27,551,254 Total assets $235,772,083 $254,637,310 Mortgage notes payable $107,438,504 $108,852,625 Convertible junior subordinated debentures $ -- $ 25,775,000 Total shareholders' equity $102,754,182 $ 98,783,269 Other information: Common shares outstanding 6,467,639 6,466,523 Book value per share (unaudited) $ 15.89 $ 15.28 *T

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