Wellsford Real (AMEX:WRP)
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From Jun 2019 to Jun 2024
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.
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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
========== ========== =========== ===========
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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
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