-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VNGgkgdq/B7bEAYnipL24+RjrVpX/1QiQzoWXHAJJmyqOqQDl+E66yJawtsHjUOO af6FKNPa2PDba6B9V7tgdw== 0000950138-03-000303.txt : 20030508 0000950138-03-000303.hdr.sgml : 20030508 20030508123752 ACCESSION NUMBER: 0000950138-03-000303 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030508 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLSFORD REAL PROPERTIES INC CENTRAL INDEX KEY: 0001038222 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133926898 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12917 FILM NUMBER: 03687567 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128383400 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 may8-k.txt /WELLSFORD/2003FILING/MAY8-K.TXT - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 8, 2003 (May 7, 2003) --------------- Wellsford Real Properties, Inc. - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Maryland 1-12917 13-3926898 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 535 Madison Avenue, New York, New York 10022 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 838-3400 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) - ------------------------------------------------------------------------------- 1 Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Wellsford Real Properties, Inc. (the "Company") press release issued May 7, 2003, reporting results for the quarter ended March 31, 2003. Item 9. Regulation FD Disclosure. The Company is furnishing under Item 9 of this Current Report on Form 8-K: (i) Exhibit 99.1 consists of a copy of the press release issued May 7, 2003 reporting results for the quarter ended March 31, 2003. This information is also being furnished pursuant to Item 12 - Results of Operations and Financial Condition, of Form 8-K and is being presented under Item 9 of Form 8-K in accordance with interim guidance issued by the Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583. This information is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WELLSFORD REAL PROPERTIES, INC. By: /s/ James J. Burns -------------------------- James J. Burns Senior Vice President, Chief Financial Officer Date: May 8, 2003 3 EX-99 3 wellsford_mayex99-1.txt EX 99-1 - PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE: WELLSFORD REAL PROPERTIES, INC. FIRST QUARTER 2003 RESULTS DRIVEN BY ASSET SALES NEW YORK, May 7, 2003--Wellsford Real Properties, Inc. (AMEX: "WRP") reported first quarter 2003 revenues of $6,954,748, and net income of $832,539 or $0.13 per basic and diluted share. For the comparable quarter in 2002, WRP reported revenues of $6,990,948 and a net loss of $(1,076,414) or $(0.17) per basic and diluted share. First Quarter 2003 and Subsequent Activities Wellsford/Whitehall At March 31, 2003, WRP had a 32.59% ownership interest in Wellsford/Whitehall, a private joint venture that owns and operates 28 properties (including 19 office properties, five retail properties and four land parcels) aggregating approximately 2,892,000 square feet of improvements. Wellsford/Whitehall sold eight properties during the three months ended March 31, 2003 for gross proceeds of approximately $140,500,000 including a portfolio of six office properties aggregating 956,000 square feet to a single purchaser and, in separate transactions, one retail property of 10,000 square feet and a 16,000 square foot office building. The net effect of these sales to WRP's results was pre-tax income of approximately $2,100,000 and after-tax income of $1,250,000. Wellsford/Whitehall had total assets of $431,597,000 and debt of $237,855,000 at March 31, 2003. At December 31, 2002, total assets and debt were $557,319,000 and $368,359,000, respectively. The portfolio occupancy was 73% at March 31, 2003 based upon 2,346,000 gross leasable square feet (approximately 546,000 square feet is under renovation). Wellsford Development During the first quarter of 2003, WRP sold five condominium units at the Silver Mesa phase of Palomino Park. Gross proceeds from these sales were $1,196,000, of which $990,000 was applied to principal repayments on the related loan. WRP sold nine units for gross proceeds of $2,079,000 in the comparable 2002 period. Through March 31, 2003, 158 units have been sold and 106 units remain to be sold. The Blue Ridge, Red Canyon and Green River phases of Palomino Park were 93% occupied at March 31, 2003. In order to maintain occupancy at this level, WRP continued to offer concessions on all new and renewal leases. In February 2003, WRP obtained a $40,000,000 permanent loan secured by the Green River phase of Palomino Park. The loan matures in March 2013 and bears interest at a fixed rate of 5.45% per annum and amortizes based on a 30-year schedule. Proceeds were used to repay maturing construction debt of approximately $37,107,000, with excess proceeds available for working capital purposes. 4 Wellsford Capital Second Holding, a special purpose finance company in which WRP has an approximate 51% equity interest, purchased (net of repayments and releases of escrow reserves) approximately $4,800,000 of investments in real estate and other asset-backed securities for a total investment balance of $1,790,532,000 at March 31, 2003. At March 31, 2003, approximately 92% of the investments were rated AAA or AA by Standard & Poor's and no investments were rated lower than A-. Corporate During the quarter ended March 31, 2003, WRP's Board of Directors adopted an amended charter for the Audit Committee and adopted initial charters for the Compensation Committee, Nominating Committee and the Governance Committee. Copies of these charters are available on WRP's website (www.wellsford.com). Commenting on the activities of the first quarter, Jeffrey H. Lynford, Chairman of the Board, stated, "Our cash position strengthened $3.4 million during the quarter to $42 million or $6.51 per share (approximately one quarter of our $27.53 book value per share), primarily from excess proceeds on the Green River financing activity. Most of the proceeds from asset sales by Wellsford/Whitehall were retained to reduce venture debt by approximately $130 million. Although the first quarter of 2003 produced reportable income for the first time in six quarters, this result was driven substantially by the sales of office properties. Marketing of many of the properties sold commenced a year ago. Given the time requirements to negotiate transactions and the state of the sub-markets in which our properties are located, meaningful sales for the remainder of 2003 are unlikely." This press release may contain 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 the Company 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 the Company'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, which is incorporated herein by reference: general and local economic and business conditions, which will, among other things, affect demand for commercial and residential properties, availability and credit worthiness of prospective tenants, lease rents and the availability and cost of financing; ability to find suitable investments; competition; risks of real estate acquisition, development, construction and renovation including construction delays and cost overruns; ability to comply with zoning and other laws; vacancies at commercial and multifamily properties; dependence on rental income from real property; the risk of inflation in operating expenses, including, but not limited to, energy, water and insurance; the availability of insurance coverages; 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; risks of investments in debt instruments, including possible payment defaults and reductions in the value of collateral; uncertainties pertaining to debt investments, including, but not limited to the WTC Certificates, including scheduled interest payments, the ultimate repayment of principal, adequate insurance coverages, the ability of insurers to pay claims and effects of changes in ratings from rating agencies; risks of subordinate loans; risks of leverage; risks associated with equity investments in and with third parties; availability and cost of financing; interest rate risks; demand by prospective buyers of condominium and commercial properties; inability to realize gains from the real estate assets held for sale; lower than anticipated sales prices; inability to close on sales of properties under contract; illiquidity of real estate investments; environmental risks; and other risks listed from time to time in the Company's reports filed with the SEC. Therefore, actual results could differ materially from those projected in such statements. Press Contact: Mark P. Cantaluppi Wellsford Real Properties, Inc. Vice President, Chief Accounting Officer & Director of Investor Relations (212) 838-3400 5 Wellsford Real Properties, Inc. Financial Highlights For the Three Months Ended Consolidated Statements of Operations March 31, - ------------------------------------- -------------------------- 2003 2002 ------------ ---------- (unaudited) REVENUES Rental revenue.............................$ 4,235,307 $ 3,727,216 Revenue from sales of residential units.... 1,196,000 2,078,585 Interest revenue........................... 958,043 1,068,167 Fee revenue................................ 565,398 116,980 ----------- ------------ Total revenues.......................... 6,954,748 6,990,948 ----------- ------------ COSTS AND EXPENSES Cost of sales of residential units......... 1,054,754 1,905,560 Property operating and maintenance......... 1,111,092 1,310,278 Real estate taxes.......................... 378,156 364,330 Depreciation and amortization.............. 2,283,391 1,260,805 Property management........................ 86,269 131,709 Interest................................... 1,585,087 1,493,736 General and administrative................. 1,510,203 1,673,663 ----------- ------------ Total costs and expenses................ 8,008,952 8,140,081 ----------- ------------ Income from joint ventures................. 3,125,472 420,203 ----------- ------------ Income (loss) before minority interest, income taxes and accrued distributions and amortization of costs on Convertible Trust Preferred Securities................. 2,071,268 (728,930) Minority interest (expense) benefit........ (5,775) 45,470 ----------- ------------ Income (loss) before income taxes and accrued distributions and amortization of costs on Convertible Trust Preferred Securities................................. 2,065,493 (683,460) Income tax expense (benefit)............... 888,000 (27,000) ----------- ------------ Income (loss) before accrued distributions and amortization of costs on Convertible Trust Preferred Securities................. 1,177,493 (656,460) Accrued distributions and amortization of costs on Convertible Trust Preferred Securities, net of income tax benefit $180,000 and of $105,000................... 344,954 419,954 ----------- ------------ Net income (loss)..........................$ 832,539 $ (1,076,414) ============ ============= Net income (loss) per common share, basic......................................$ 0.13 $ (0.17) ============ ============= Net income (loss) per common share, diluted....................................$ 0.13 $ (0.17) ============ ============= Weighted average number of common shares outstanding, basic......................... 6,452,092 6,409,248 ========= ========= Weighted average number of common shares outstanding, diluted....................... 6,452,691 6,409,248 ========= ========= 6 Wellsford Real Properties, Inc. Financial Highlights (continued) Summary of Consolidated Balance Sheet Data March 31, December 31, - ------------------------------------------ 2003 2002 ----------- ------------ (unaudited) (audited) Real estate, net........................... $ 147,822,868 $ 149,869,270 Notes receivable........................... $ 28,096,000 $ 28,612,000 Investment in joint ventures............... $ 95,512,638 $ 94,180,991 Cash and cash equivalents.................. $ 41,975,719 $ 38,644,315 Total assets............................... $ 334,267,046 $ 332,775,043 Mortgage notes payable..................... $ 113,877,645 $ 112,232,830 Convertible Trust Preferred Securities..... $ 25,000,000 $ 25,000,000 Total shareholders' equity................. $ 177,641,155 $ 176,567,297 Other information: Common shares outstanding................ 6,452,092 6,450,586 Book value per share (unaudited)......... $ 27.53 $ 27.37 Enterprise assets (unaudited)............ $2,640,340,000 $2,646,437,000 7 -----END PRIVACY-ENHANCED MESSAGE-----