FORM 10-K/A
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM 10-K/A
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2006
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to_
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Commission File Number
001-12917
WELLSFORD REAL PROPERTIES,
INC.
(Exact Name of Registrant as
Specified in Its Charter)
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Maryland
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13-3926898
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S.
Employer Identification No.)
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535 Madison Avenue, New York,
NY
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10022
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(212) 838-3400
(Registrants Telephone
Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.02 par value
per share
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American Stock Exchange
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Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months and (2) has been subject to such filing
requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of Registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer o Non-accelerated
filer þ
Indicate by check mark whether the Registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant was
approximately $ 45,800,000 based on the closing price on the
American Stock Exchange for such shares on June 30, 2006.
The number of the Registrants shares of common stock
outstanding was 6,646,738 as of March 27, 2007.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
Explanatory
Note
Wellsford Real Properties, Inc., which we refer to as Wellsford,
is filing this
Form 10-K/A
to amend Part III of its Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006, which was
previously filed with the Securities and Exchange Commission on
March 29, 2007. The
Form 10-K
is being amended to include information that was to be
incorporated by reference from Wellsfords definitive proxy
statement in connection with its annual meeting pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as
amended, which we refer to as the Exchange Act. Wellsfords
definitive proxy statement will not be filed with the Securities
and Exchange Commission within 120 days of the end of the
fiscal year ended December 31, 2006. Wellsford is therefore
amending and restating in their entirety Items 10, 11, 12,
13 and 14 of Part III of its
Form 10-K.
In addition, the cover page of the
Form 10-K
has been updated and amended, a date has been corrected on
pages 20 and 42, and the 2005 and 2004 consolidated
financial statements and the notes related thereto of
Wellsford/Whitehall Group, L.L.C., which were dropped from the
last filing, have been included.
In connection with the filing of this
Form 10-K/A
and pursuant to
Rules 12b-15,
13a-14(a)
and
13a-14(b)
under the Exchange Act, Wellsford is including currently dated
certifications. This
Form 10-K/A
does not reflect events occurring after the filing of
Wellsfords
Form 10-K
on March 29, 2007 or modify or update the disclosure
contained therein in any way other than as required to reflect
the amendments discussed above. All other items of the
Form 10-K
have not been amended and are simply reported herein.
TABLE OF
CONTENTS
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Item
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Page
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No.
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No.
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PART I
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1
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14
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29
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29
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31
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33
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51
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52
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52
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52
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52
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60
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86
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88
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90
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92
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i
Item 1.
Business.
Organization
Wellsford Real Properties, Inc., which we refer to as Wellsford,
was formed as a Maryland corporation on January 8, 1997, as
a corporate subsidiary of Wellsford Residential Property Trust,
which we refer to as the Residential Property Trust. On
May 30, 1997, the Residential Property Trust merged with
Equity Residential, which we refer to as EQR. Immediately prior
to that merger, the Residential Property Trust contributed
certain of its assets to Wellsford and Wellsford assumed certain
of its liabilities. Immediately after the contribution of assets
to Wellsford and immediately prior to that merger, the
Residential Property Trust distributed to its common
stockholders all of its outstanding shares of Wellsford.
Business
Wellsford was originally 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. Wellsfords remaining primary operating
activities are the development, construction and sale of three
residential projects and its approximate 23% ownership interest
in Reis, Inc., which we refer to as Reis. Reis is a provider of
commercial real estate market information to investors, lenders
and other professionals in the debt and equity capital markets.
Previously, Wellsfords activities had been categorized
into three strategic business units, or SBUs, within which it
executed its business plans: (1) Commercial Property
Activities; (2) Debt and Equity Activities; and
(3) Residential Activities.
Merger
with Reis
On October 11, 2006, Wellsford announced that it entered
into a definitive merger agreement with Reis and Reis Services,
LLC, a wholly-owned subsidiary of Wellsford, which we refer to
as Merger Sub and that the merger was approved by the
independent members of Wellsfords board of directors. At
the effective time of the merger, Reis stockholders will be
entitled to receive, in the aggregate, approximately $34,579,414
in cash and 4,237,673 shares of newly issued Wellsford
common stock, not including shares to be issued to Wellsford
Capital, a wholly-owned subsidiary of Wellsford. The per share
value of Wellsford common stock, for purposes of the merger, has
been established at $8.16 per share, resulting in an
implied equity value for Reis of approximately $90,000,000,
including Wellsfords 23% ownership interest in Reis.
Under the rules of the American Stock Exchange, or AMEX, a
company listed on the AMEX is required to obtain stockholder
approval before the issuance of common stock if the common stock
issued in the merger exceeds 20% of the shares of common stock
of the company outstanding immediately before the effectiveness
of the merger. The merger is expected to be consummated in the
second quarter of 2007, subject to the receipt of necessary
regulatory approvals and the satisfaction or waiver of other
closing conditions.
If the merger is consummated, Wellsford will terminate its
previously adopted plan of liquidation, which we refer to as the
Plan (which is described below), but will continue with its
residential development and sales activities related to its real
estate assets over a period of years.
The cash portion of the merger consideration is to be funded in
part by a loan extended through the Bank of Montreal, as
administrative agent, to Reis, which we refer to as the Bank
Loan. The Bank Loan consists of $27,000,000, of which
$25,000,000 may be used to pay the cash portion of the merger
consideration and the payment of related merger costs and the
remaining $2,000,000 may be utilized for Reiss working
capital needs. The remainder of the merger consideration and
transaction costs will be funded with cash from Reis and
Wellsford. On the consummation of the merger, Wellsford will
have approximately 10,700,000 shares of common stock
outstanding (excluding the shares held by Wellsford Capital,
which will not be considered outstanding) and will change its
corporate name to Reis, Inc. Following the consummation of the
merger, current Reis stockholders will own approximately 38% of
Wellsford.
Plan
of Liquidation
On May 19, 2005, the Wellsford board of directors approved
the Plan and on November 17, 2005, Wellsfords
stockholders ratified the Plan. The Plan contemplates the
orderly sale of each of Wellsfords
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remaining assets, which are either owned directly or through
Wellsfords 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. The Plan
also permitted Wellsfords board of directors to acquire
more Reis shares
and/or
discontinue the Plan without further stockholder approval. The
initial liquidating distribution of $14.00 per share was
made on December 14, 2005 to stockholders of record on
December 2, 2005. If the merger is consummated and the Plan
is terminated, it will be necessary to recharacterize a portion
of the December 14, 2005 cash distribution of
$14.00 per share from what may have been characterized as a
return of capital for Wellsford stockholders at that time to
taxable dividend income. Wellsford estimates that $1.15 of the
$14.00 per share cash distribution will be recharacterized
as taxable dividend income.
Wellsford contemplated that approximately 36 months after
the approval of the Plan, any remaining assets and liabilities
would be transferred into a liquidating trust. The liquidating
trust would continue in existence until all liabilities have
been settled, all remaining assets have been sold and proceeds
distributed and the appropriate statutory periods have lapsed.
The creation and operation of a liquidating trust will only
occur if the merger does not close and the Plan is not
terminated.
For all periods preceding stockholder approval of the Plan on
November 17, 2005, Wellsfords financial statements
are presented on the going concern basis of accounting. As
required by Generally Accepted Accounting Principles, or GAAP,
Wellsford adopted the liquidation basis of accounting as of the
close of business on November 17, 2005. Under the
liquidation basis of accounting, assets are stated at their
estimated net realizable value and liabilities are stated at
their estimated settlement amounts, which estimates will be
periodically reviewed and adjusted as appropriate.
Wellsfords net assets in liquidation at December 31,
2006 and 2005 were:
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December 31,
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2006
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2005
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Net assets in liquidation
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$
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57,596,000
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$
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56,569,000
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Per share
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$
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8.67
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$
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8.74
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Common stock outstanding at each
respective date
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6,646,738
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6,471,179
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The reported amounts for net assets in liquidation present
development projects at estimated net realizable values at each
respective date 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 reserves for future
estimated general and administrative expenses and other costs
and for cash payments on outstanding stock options during the
liquidation. There can be no assurance that these estimated
values will be realized or that future expenses and other costs
will not be greater than recorded estimated amounts. Such
amounts should not be taken as an indication of the timing or
amount of future distributions to be made by Wellsford if the
merger is not consummated and if the Plan were to continue.
If the Plan is not terminated, the timing and amount of interim
liquidating distributions (if any) and the final liquidating
distribution will depend on the timing and amount of proceeds
Wellsford will receive on 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 interim liquidating distributions before a final
liquidating distribution if the Plan were not terminated.
The termination of the Plan would result in the retention of
Wellsfords cash balances and subsequent cash flow from the
sales of residential development assets for working capital and
re-investment purposes after the consummation of the merger.
Such cash would not be distributed to Wellsfords
stockholders in the form of a liquidating distribution as had
been contemplated under the Plan.
The following paragraphs summarize certain of the material
actions and events which have occurred regarding the Plan and
certain decisions of Wellsfords board of directors.
In March 2004, Wellsford reported that its board of directors
authorized and retained the financial advisory firm, Lazard
Frères & Co. LLC, which we refer to as Lazard, to
advise Wellsford on various strategic
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financial and business alternatives available to it to maximize
stockholder value. The alternatives included a recapitalization,
acquisitions, disposition of assets, liquidation, the sale or
merger of Wellsford and other alternatives that would keep
Wellsford independent.
In March 2005, the Wellsford board of directors authorized the
marketing of the three residential rental phases of Palomino
Park. In the second quarter of 2005, Wellsford engaged a broker
to market these phases. In August 2005, Wellsford entered into
an agreement to sell these phases for $176,000,000, subject to,
among other things, stockholder approval of the Plan. The sale
closed on November 22, 2005.
The following transactions, which are consistent with the intent
of the Plan, occurred prior to the November 17, 2005
approval of the Plan by the Wellsford stockholders:
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in September 2005, Wellsfords interest in its commercial
property joint venture, which we refer to as
Wellsford/Whitehall, was redeemed for approximately $8,300,000;
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by May 2005, Wellsford retired $12,680,000 of tax exempt bond
financing;
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in April 2005, Wellsford redeemed its outstanding $25,775,000 of
debentures; and
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in November 2004, Wellsford received $15,000,000 for its
interest in a joint venture which purchased debt instruments,
which venture we refer to as Second Holding.
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Wellsfords executive offices are located at 535 Madison
Avenue, New York, New York, 10022; telephone,
(212) 838-3400;
web address, www.wellsford.com; e-mail, wrpny@wellsford.com. To
access Wellsfords other documents filed with the SEC,
visit www.wellsford.com. Please note that information on
Wellsfords website is not part of this Form 10-K
filing.
Wellsford had 12 employees as of December 31, 2006.
Commercial
Property Activities
Wellsfords primary commercial property activities and its
sole activity in this SBU consisted of its interest in
Wellsford/Whitehall, a joint venture by and among Wellsford,
various entities affiliated with Whitehall and private real
estate funds sponsored by The Goldman Sachs Group, Inc., which
we refer to as Goldman Sachs. The managing member was an
affiliate of Goldman Sachs and Whitehall.
Wellsford/Whitehall was originally organized as a private real
estate operating company which leased and re-leased space,
performed construction for tenant improvements, expanded
buildings, re-developed properties and based on general and
local economic conditions and specific conditions in the real
estate industry, sold properties for an appropriate price.
In September 2005, Wellsford ceased its Commercial Property
Activities when its 35.21% equity interest in
Wellsford/Whitehall was redeemed for approximately $8,300,000
plus certain modest contingent payments to be received in the
future. Approximately $141,000 was received in December 2005
related to the contingent payments. Wellsford realized an
aggregate gain on the redemption of its interest of $5,986,000
during the year ended December 31, 2005. Wellsford will not
receive any additional payments from its investment in
Wellsford/Whitehall. At the time of the redemption of
Wellsfords interest in September 2005, Wellsford/Whitehall
owned one office building and a parcel of land, both located in
New Jersey.
Wellsfords investment in Wellsford/Whitehall was accounted
for on the equity method.
Since the beginning of 2001, Wellsford/Whitehall completed 46
property sales or transfers, including 15 in 2005 and eight in
2004.
In May 2005, Wellsford/Whitehall completed the sale of a
building in Ridgefield Park, New Jersey, for $31,400,000.
Approximately $10,500,000 of the net proceeds and $8,000,000 of
restricted cash were used to retire all outstanding mortgage
indebtedness, leaving Wellsford/Whitehall without any mortgage
debt. Wellsford/Whitehall reported a gain of approximately
$10,100,000 on this transaction, of which Wellsfords share
was approximately $3,500,000.
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In April 2005, Wellsford/Whitehall completed the sale of a
building in Needham, Massachusetts, for $37,500,000.
Approximately $18,400,000 of the net proceeds were used to pay
existing debt. Wellsford/Whitehall reported a gain of
approximately $7,000,000 on this transaction, of which
Wellsfords share was approximately $2,500,000.
In January 2005, Wellsford/Whitehall completed the sale of a
portfolio of seven office properties and a land parcel for
approximately $72,000,000, after selling and other costs. The
properties are all located in New Jersey. Substantially all of
the net proceeds from the sale and unrestricted cash and certain
related reserve funds aggregating approximately $5,000,000 were
used to retire existing debt. Additionally, in January 2005,
Wellsford/Whitehall completed the sale of five retail stores for
an aggregate sales price of $17,100,000, after selling costs.
The net proceeds from the sale of the retail stores of
approximately $1,300,000, after payment of related debt, were
available to be used by Wellsford/Whitehall for working capital
purposes. During the fourth quarter of 2004, Wellsford/Whitehall
recorded an impairment loss provision of approximately
$21,069,000 relating to the January 2005 sales (of which
Wellsfords share was approximately $7,419,000).
During July 2004, Wellsford/Whitehall completed a transaction
whereby it transferred six of its Massachusetts properties,
which were subject to mortgage debt of approximately
$64,200,000, along with a land parcel, related restricted cash
balances aggregating $6,428,000, cash and certain other
consideration to a newly formed partnership which includes the
New England family, or the Family, that, at that time, owned an
aggregate 7.45% equity interest in Wellsford/Whitehall, or the
Family Partnership, in redemption of the Familys equity
interests in Wellsford/Whitehall, which we refer to as the
Redemption Transaction. As a result of this transaction,
Wellsford/Whitehall recorded a loss of approximately $4,306,000
during the third quarter of 2004, of which Wellsfords
share was approximately $1,403,000. At the time of the
Redemption Transaction, there was an elimination of an
existing tax indemnity which Wellsford/Whitehall had to the
Familys members. The economic effect of this tax indemnity
restricted most future asset sales through 2007 and required a
minimum amount of non-recourse debt on
Wellsford/Whitehalls balance sheet. As these restrictions
no longer remained, Wellsford/Whitehall was allowed to proceed
with its sales program as described above.
WP Commercial provided management, construction, development and
leasing services to Wellsford/Whitehall based on an agreed upon
fee schedule. WP Commercial received an administrative
management fee of 93 basis points on a predetermined value
for each asset in the Wellsford/Whitehall portfolio. As
Wellsford/Whitehall sold assets, the basis used to determine the
fee was reduced by the respective assets predetermined
value six months after the completion of such sales. During the
years ended December 31, 2005 and 2004, Wellsford/Whitehall
paid the following fees to WP Commercial or one of its
affiliates, including amounts reflected in discontinued
operations of Wellsford/Whitehall:
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For the Years Ended December 31,
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2005
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2004
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Administrative management
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$
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1,834,000
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$
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3,715,000
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Construction, construction
management, development and leasing
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$
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75,000
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$
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784,000
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Financing fee
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$
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750,000
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$
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Whitehall paid Wellsford fees with respect to assets disposed of
by Wellsford/Whitehall and for certain acquisitions of real
estate made by certain other affiliates of Whitehall. These fees
aggregated $518,000, and $46,000 for the years ended
December 31, 2005 and 2004, respectively.
Debt
and Equity Activities
Wellsford, through the Debt and Equity Activities SBU, primarily
made debt investments directly, or through joint ventures,
predominantly in real estate related assets and investments.
4
At December 31, 2006 and 2005, Wellsford, on the
liquidation basis of accounting, had the following investments
in the Debt and Equity Activities SBU:
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approximately $423,000 and $453,000 at December 31, 2006
and 2005, respectively, 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 two
unsold residential units;
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approximately $20,000,000 in Reis; and
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approximately $291,000 and $666,000, at December 31, 2006
and 2005, respectively, in Wellsford Mantua, a company organized
to purchase land parcels for rezoning, subdivision and creation
of environmental mitigation credits.
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Debt
Investments
The following table presents information regarding
Wellsfords debt investments. At December 31, 2006 and
2005, Wellsford had no debt investments outstanding.
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Interest Revenue
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Annual
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Stated
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For the Years Ended December 31,
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Collateral
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Interest Rate
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Maturity Date
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Prepayment Date
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2005
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2004
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Guggenheim Loan
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(A)
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8.25%
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December 2005
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September 2005
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$58,000
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$173,000
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(A)
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The loan represented the balance of
proceeds from a sale during 2000 of a 4.2% interest in The
Liberty Hampshire Company, L.L.C., which we refer to as
Liberty Hampshire. The loan was secured by
partnership interests in Guggenheim.
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Equity
Investments
Second
Holding
Second Holding was a special purpose finance company organized
to purchase investment and non-investment grade rated real
estate debt instruments and investment grade rated other
asset-backed securities. The other asset-backed securities that
Second Holding purchased may have been secured by, but not
limited to, leases on aircraft, truck or car fleets, bank
deposits, leases on equipment, fuel/oil receivables, consumer
receivables, pools of corporate bonds and loans and sovereign
debt. It was Second Holdings intent to hold all securities
to maturity. Many of the securities owned by Second Holding were
obtained through private placements.
Wellsfords initial net contribution to Second Holding was
approximately $24,600,000 to obtain an approximate 51.09%
non-controlling interest in Second Holding, with Liberty
Hampshire owning 10% and an affiliate of a significant
stockholder of Wellsford, the Hunt Trust, together with other
Hunt Trust related entities, owning the remaining approximate
39% interest.
During the latter part of 2000, an additional partner was
admitted to the venture who committed to provide credit
enhancement. The parent company of this partner announced during
2003 that its subsidiary (the partner of Second Holding) would
no longer write new credit enhancement business, however, it
would continue to support its existing book of credit
enhancement business. This partner was entitled to 35% of net
income as defined by agreement, while the other partners,
including Wellsford, shared in the remaining 65%.
Wellsfords allocation of income was approximately 51.09%
of the remaining 65%.
During the second quarter of 2004, the partner providing the
credit enhancement requested that the management of Second
Holding not purchase any further long-term investments and
Second Holding accordingly suspended such acquisitions. During
the third quarter of 2004, the partners evaluated alternatives
available to Second Holding in addition to holding existing
assets through their respective maturities and then retiring the
related debt. As a consequence of not purchasing additional
assets, operating income, fees earned and cash flows received by
Wellsford from such fees declined during 2004.
5
In November 2004, Wellsford completed the sale of its interest
in Second Holding for $15,000,000 in cash. Since Wellsford was
willing to entertain and execute an agreement at this price, and
based upon the evaluation of other alternatives, Wellsford
determined it was appropriate, under the accounting literature
for equity method investees, to record a $9,000,000 impairment
charge to the carrying amount of its investment in Second
Holding during the third quarter of 2004.
Wellsford accounted for its investment in Second Holding on the
equity method of accounting as its interests were represented by
two of eight board seats with one-quarter of the vote on any
major business decisions. Wellsfords investment was
approximately $29,167,000 at December 31, 2003.
Wellsfords share of (loss) from Second Holdings
operations was approximately $(4,790,000) for the eleven months
ended November 30, 2004 (which was the date of sale). The
loss in the year ended December 31, 2004 is the result of a
$12,930,000 net impairment charge taken by Second Holding,
of which Wellsfords share was $6,606,000, related to the
write-down of one of its investments during the first quarter of
2004, offset by a partial recovery when the investment was sold
in the second quarter of 2004. The net fees earned by Wellsford,
which were based on total assets of Second Holding, amounted to
approximately $751,000 for the year ended December 31, 2004.
Clairborne
Fordham
In October 2000, Wellsford and Prudential Real Estate Investors,
which we refer to as PREI, an affiliate of Prudential Life
Insurance Company, organized Clairborne Fordham, a venture in
which Wellsford has a 10% interest. Wellsfords investment
in Clairborne Fordham, which is accounted for on the equity
method, was approximately $423,000 and $453,000 at
December 31, 2006 and 2005, respectively, on a liquidation
basis.
Upon its organization, Clairborne Fordham provided an aggregate
of $34,000,000 of mezzanine construction financing, which we
refer to as the Mezzanine Loan, for the construction of Fordham
Tower, a 50-story, 227 unit, luxury condominium apartment
project to be built on Chicagos near northside, which we
refer to as the Fordham Tower. The Mezzanine Loan, which matured
in October 2003, bore interest at a fixed rate of
10.50% per annum with provisions for additional interest to
PREI and Wellsford and was secured by a lien on the equity
interests of the owner of Fordham Tower. Wellsford could have
earned fees from PREIs additional interest based on
certain levels of returns on the project, however, additional
interest was not accrued by Wellsford or Clairborne Fordham
through the maturity of the Mezzanine Loan, nor did Wellsford
accrue any fees.
The Mezzanine Loan was not repaid at maturity and as of October
2003, an amended loan agreement was executed. The amended terms
provided for extending the maturity to December 31, 2004,
the placement of a first mortgage lien on the project, no
interest to be accrued after September 30, 2003 and for the
borrower to add to the existing principal amount the additional
interest due to Clairborne Fordham at September 30, 2003 of
approximately $19,240,000. Instead of interest after
September 30, 2003, Clairborne Fordham was to participate
in certain additional cash flows, as defined, if earned from net
sales proceeds of the Fordham Tower project.
The amended loan agreement provided for a $3,000,000 additional
capital contribution by the borrower and use of an existing cash
collateral account to pay off an existing construction loan and
any unpaid construction costs. Also, the amended loan agreement
provided for an initial principal payment and all proceeds after
project costs to be first applied to payment in full of the loan
and the additional interest to Clairborne Fordham before any
sharing of project cash flow with the borrower. Payments of
$5,125,000 and $7,823,000 were made to Clairborne Fordham during
the fourth quarter of 2003 and for the period January 1,
2004 to September 15, 2004, respectively, of which
Wellsfords share was $510,000 and $782,000, respectively.
On September 15, 2004, Clairborne Fordham executed an
agreement with the owners of Fordham Tower pursuant to which
Clairborne Fordham obtained title to the remaining unsold
components of the project (which at that time included 18 unsold
residential units, the 188 space parking garage and 12,000
square feet of retail space). Additionally, Clairborne Fordham
agreed to distribute the first $2,000,000 of sale proceeds to
the
6
former owner. No gain or loss was recognized by Clairborne
Fordham or Wellsford as a result of the transfer. During the
period September 15, 2004 to December 31, 2004,
Clairborne Fordham sold the retail space and three residential
units and realized approximately $8,677,000 of net proceeds
before the $2,000,000 payment to the former owner. Clairborne
Fordham distributed approximately $5,655,000 to the venture
members including approximately $566,000 to Wellsford during the
period September 15, 2004 to December 31, 2004.
Undistributed proceeds were retained by Clairborne Fordham for
working capital purposes. During the year ended
December 31, 2005, Clairborne Fordham sold the parking
garage and 13 residential units for aggregate net proceeds of
approximately $26,812,000, of which approximately $2,645,000 was
distributed to Wellsford during 2005. No distributions were
received by Wellsford during 2006. Clairborne Fordham intends to
continue the orderly sale of the remaining two residential units
in 2007. One of these two remaining units closed on
March 19, 2007 for aggregate net proceeds of approximately
$897,000, of which approximately $160,000 was distributed to
Wellsford.
The following table details Wellsfords share of income
from Clairborne Fordham:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
For the Year
|
|
|
|
|
|
|
January 1 to
|
|
|
Ended
|
|
|
|
|
|
|
November 17,
|
|
|
December 31,
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
Additional interest income
pursuant to the October 2003 amended loan agreement
|
|
$
|
|
|
|
$
|
314,000
|
|
|
|
|
|
Net income from sales of
components and operations subsequent to the September 15,
2004 transaction
|
|
|
702,000
|
|
|
|
198,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
702,000
|
|
|
$
|
512,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Investments
Reis
Reis is a leading provider of commercial real estate market
information to investors, lenders and other professionals in the
debt and equity capital markets. Reiss proprietary
database has been developed over the past 25 years and
contains detailed historical and current information on over
250,000 properties in over 1,800 neighborhoods and 81
metropolitan markets in the U.S. This database contains
information on approximately 20 billion square feet of
space, consisting primarily of 7.9 million apartment units,
5.4 billion square feet of office space, and
4.2 billion square feet of retail space and information on
select industrial properties throughout the U.S.
Founded in 1980, Reis provides web-based information products
and related analytical tools using this database. Reis products
support a variety of strategic business activities, including
loan origination, due diligence, asset management, appraisals
and dispositions by sale or securitization. Reiss flagship
product, Reis Subscriber Edition, or Reis SE, incorporates
hundreds of building level data points including occupancy
rates, rents, rent discounts, rent allowances, lease terms and
operating expenses. Since launching the flagship product in
February 2001, Reis has approximately 14,800 users at 600
subscribing organizations. Reiss customers download more
than 35,000 reports each month for use in deal books,
presentations and research reports and include investment banks,
insurance companies, lenders and real estate investment trusts,
or REITs.
Reis employs a large group of real estate market researchers.
Researchers survey properties on an ongoing basis, and also
track property sales and new construction activities in each of
the covered markets. Information is subject to rigorous
validation and quality assurance procedures. Reis economists
synthesize this data into quarterly advisory reports, and
develop forecasts at the neighborhood and city level which are
available to subscribers. Reis data is cited frequently in The
Wall Street Journal and real estate industry publications.
Wellsford currently has a preferred equity investment in Reis
through Wellsford Capital. At December 31, 2006 and 2005,
the carrying amount of Wellsfords aggregate investment in
Reis was $20,000,000 on a liquidation basis, as described below.
Wellsfords investment represents approximately 23% of
Reiss equity on an as converted to common stock basis at
December 31, 2006 and 2005. Such investment, which had
previously been accounted for on the historical cost basis,
amounted to approximately $6,790,000 at
7
December 31, 2004, of which approximately $2,231,000 was
held by Wellsford Capital and approximately $4,559,000
represented Wellsfords share held through Reis Capital
Holdings, LLC, which we refer to as Reis Capital, an entity in
which Wellsford Capital held an approximate 51% ownership
interest. Such interests were distributed to Wellsford in
October 2006. Prior to the approval of the Plan, the cost basis
method was used to account for Reis as Wellsfords
ownership interest is shares in non-voting Reis preferred stock
and Wellsfords interests are represented by one member of
Reiss seven member board of directors. The adjustment to
report Reis at estimated net realizable value upon the adoption
of the liquidation basis of accounting is reflected in the
adjustment to net realizable value of $72,485,000 on the
Consolidated Statement of Changes in Net Assets in Liquidation
at November 17, 2005.
The President and primary common stockholder of Reis is Lloyd
Lynford, the brother of Jeffrey Lynford, the Chairman, President
and Chief Executive Officer of Wellsford. Edward Lowenthal,
Wellsfords former President and Chief Executive Officer,
who currently serves on Wellsfords board of directors, was
selected by Wellsford to also serve as Wellsfords
representative on the board of directors of Reis. He has served
on the Reis board of directors since the third quarter of 2000.
Jeffrey Lynford and Mr. Lowenthal have and will continue to
recuse themselves from any investment decisions made by
Wellsford pertaining to Reis, including the authorization by
Wellsfords board of directors to approve the merger.
In the first quarter of 2006, Reis was considering offers from
potential purchasers ranging between $90,000,000 and
$100,000,000 to acquire 100% of Reiss capital stock. Based
on these offers, in estimating the net proceeds in valuing Reis,
if Reis were to be sold at that amount, Wellsford would have
received approximately $20,000,000 of proceeds, subject to
escrow holdbacks. These potential sale proceeds are reflected in
Wellsfords net realizable value presentation at
December 31, 2005. Subsequent to March 13, 2006, Reis
entered into a letter of intent with one of the potential
purchasers and was negotiating a contract with that potential
purchaser. During the second quarter of 2006, negotiations with
that potential purchaser were terminated. However, prior to such
termination, Reis commenced discussions with another interested
party from whom Reis also received an offer which it was
evaluating at that time. The economic terms of the latter offer
were within the range listed above and supported
Wellsfords $20,000,000 valuation of its interest in Reis
at June 30, 2006.
During May 2006, Wellsfords board of directors established
a committee composed of the independent members to evaluate a
possible transaction with Reis. In June 2006, Lazard and the law
firm of King & Spalding LLP, Wellsfords legal
advisor, were retained to advise with respect to a possible
transaction with Reis.
On October 11, 2006, Wellsford announced that it entered
into a definitive merger agreement with Reis and Merger Sub and
that the merger was approved by the independent members of
Wellsfords board of directors. At the effective time of
the merger, Reis stockholders will be entitled to receive, in
the aggregate, approximately $34,579,414 in cash and
4,237,673 shares of newly issued Wellsford common stock,
not including shares to be issued to Wellsford Capital. The per
share value of Wellsford common stock, for purposes of the
merger, has been established at $8.16 per share in the
merger agreement, resulting in an implied equity value for Reis
of approximately $90,000,000, including Wellsfords 23%
ownership interest in Reis. It is expected that this transaction
will be tax-free to Reis stockholders except with respect to the
cash portion of the consideration received. The cash portion of
the merger consideration is to be funded in part by the Bank
Loan, which consists of $27,000,000 (of which $25,000,000 may be
used to pay the cash portion of the merger consideration and the
payment of related merger costs and the remaining $2,000,000 may
be utilized for Reiss working capital needs). The
remainder of the merger consideration and transaction costs will
be funded with cash from Reis and Wellsford.
On October 11, 2006, Wellsford received a fairness opinion
from Lazard stating that, subject to the qualifications and
limitations set forth therein, as of that date, the aggregate
consideration to be paid by Wellsford in connection with the
merger was fair to Wellsford from a financial point of view.
Stockholders are urged to read the entire opinion which is
included in the joint proxy statement/prospectus filed with the
SEC on Form S-4 on December 28, 2006 and as amended on
March 9, 2007.
8
After considering a range of values, including the current
market price for Wellsfords stock on the stock portion of
the consideration and the per share price as established for the
merger agreement, Wellsford determined that it is appropriate to
continue to value its investment in Reis at $20,000,000 at
December 31, 2006.
Value
Property Trust
During April 2004, Wellsford sold the Philadelphia, Pennsylvania
property, the last remaining property acquired as part of the
February 1998 merger with Value Property Trust, which we refer
to as VLP, for net proceeds of approximately $2,700,000. As a
result of the sale, Wellsford reversed approximately $625,000 of
the remaining balance of impairment reserves recorded in 2000.
During June 2004, Wellsford recognized approximately $184,000 of
proceeds which had been placed in escrow from the 2003 sale of
the Salem, New Hampshire property, as a result of the expiration
of a contingency period. The contingent proceeds and the
reversal of the impairment reserve were reflected in income from
discontinued operations during the second quarter of 2004 and
the year ended December 31, 2004.
Wellsford
Mantua
During November 2003, Wellsford made an initial $330,000
investment in the form of a loan in a company organized to
purchase land parcels for rezoning, subdivision and creation of
environmental mitigation credits. The loan is secured by a lien
on a leasehold interest in a 154 acre parcel in West
Deptford, New Jersey, which includes at least 64.5 acres of
wetlands and a maximum of 71 acres of developable land.
Wellsford consolidated Wellsford Mantua at December 31,
2006 and 2005. Wellsfords investment in Wellsford Mantua
was approximately $291,000 and $666,000 on a liquidation basis
at December 31, 2006 and 2005, respectively. Wellsford
received a cash distribution of $375,000 related to this
investment during the year ended December 31, 2006.
Residential
Activities
Palomino
Park
Wellsford has been the developer and managing owner of a five
phase, 1,707 unit multifamily residential development in
Highlands Ranch, a southern suburb of Denver, Colorado, which we
refer to as Palomino Park. Three phases (Blue Ridge, Red Canyon
and Green River) aggregating 1,184 units were operated as
rental property until they were sold in November 2005, as
described below. The 264 unit Silver Mesa phase was
converted into condominiums (sales commenced in February 2001
and by August 2005 Wellsford had sold all 264 units). The
Gold Peak phase is under construction as a 259 unit
for-sale condominium project. At December 31, 2006 and
2005, Wellsford had a 92.925% interest in the final phase of
Palomino Park and a subsidiary of EQR owned the remaining 7.075%
interest. At December 31, 2004, Wellsfords interest
was 85.85% and EQRs interest was 14.15%.
With respect to EQRs 14.15% interest at December 31,
2004 in the corporation that owns Palomino Park, there existed a
put/call option between Wellsford and EQR related to one-half of
such interest (7.075%). In February 2005, Wellsford informed EQR
of its intent to exercise this option at a purchase price of
$2,087,000. This transaction was completed in October 2005.
Aggregate distributions from the subsidiary corporations
available cash and sales proceeds of approximately $4,080,000
were made to EQR during 2005.
In November 2005, Wellsford sold the Blue Ridge, Red Canyon and
Green River rental phases for $176,000,000 to a national
financial services organization and realized a gain of
approximately $57,202,000 after EQRs interest, specific
bonuses paid to executives of Wellsford related to the sale and
estimated state and Federal taxes. This amount is reflected in
the adjustment to net realizable value of $72,485,000 on the
Consolidated Statement of Changes in Net Assets in Liquidation
at November 17, 2005. Wellsford repaid an aggregate of
approximately $94,035,000 of mortgage debt and paid
approximately $4,600,000 of debt prepayment costs from the sale
proceeds, among other selling costs.
9
In December 1995, the Residential Property Trust marketed and
sold $14,755,000 of tax-exempt bonds, which we refer to as the
Palomino Park Bonds, to fund construction at Palomino Park.
Initially, all five phases of Palomino Park were collateral for
the Palomino Park Bonds. The Palomino Park Bonds had an
outstanding balance of $12,680,000 at December 31, 2004 and
were collateralized by four phases at Palomino Park. In January
2005, the Palomino Park Bonds were paid down by $2,275,000 in
order to release the Gold Peak phase from the bond collateral. A
five-year letter of credit from Commerzbank AG had secured the
Palomino Park Bonds and a subsidiary of EQR had guaranteed
Commerzbank AGs letter of credit. Wellsford retired the
$10,405,000 balance of this obligation prior to the expirations
of the letter of credit and EQRs guarantee in May 2005.
In December 1997, Phase I, the 456 unit phase known as
Blue Ridge, was completed at a cost of approximately
$41,600,000. At that time, Wellsford obtained a $34,500,000
permanent loan secured by a first mortgage on Blue Ridge, which
we refer to as the Blue Ridge Mortgage. The Blue Ridge Mortgage
had a maturity date in December 2007 and bore interest at a
fixed rate of 6.92% per annum. Principal payments were
based on a
30-year
amortization schedule.
In November 1998, Phase II, the 304 unit phase known
as Red Canyon, was completed at a cost of approximately
$33,900,000. At that time, Wellsford obtained a $27,000,000
permanent loan secured by a first mortgage on Red Canyon, which
we refer to as the Red Canyon Mortgage. The Red Canyon Mortgage
had a maturity date in December 2008 and bore interest at a
fixed rate of 6.68% per annum. Principal payments were
based on a
30-year
amortization schedule.
In October 2000, Phase III, the 264 unit phase known as
Silver Mesa, was completed at a cost of approximately
$44,200,000. Wellsford made the strategic decision to convert
Silver Mesa into condominium units and sell them to individual
buyers. In conjunction with this decision, Wellsford prepared
certain units to be sold and continued to rent certain of the
remaining unsold units during the sell out period until the
inventory available for sale had been significantly reduced and
additional units were required to be prepared for sale.
Wellsford made a payment of $2,075,000 to reduce the outstanding
balance on the tax-exempt bonds in order to obtain the release
of the Silver Mesa phase from the Palomino Park Bond collateral
and obtained a $32,000,000 loan, which we refer to as the Silver
Mesa Conversion Loan, which was collateralized by the unsold
Silver Mesa units and matured in December 2003. During May 2003,
Wellsford repaid the remaining unpaid principal balance of the
Silver Mesa Conversion Loan with proceeds from Silver Mesa unit
sales and available cash.
Sales of condominium units at the Silver Mesa phase of Palomino
Park commenced in February 2001 and by August 2005 all of the
264 units were sold. The following table provides
information regarding sales of Silver Mesa units:
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
Number of units sold
|
|
|
2
|
|
|
|
53
|
|
Gross proceeds
|
|
$
|
488,000
|
|
|
$
|
12,288,000
|
|
Principal paydown on Silver Mesa
Conversion Loan
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
|
|
|
|
December 31,
|
|
|
Project
|
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
Totals
|
|
|
Number of units sold
|
|
|
56
|
|
|
|
48
|
|
|
|
105
|
|
|
|
264
|
|
Gross proceeds
|
|
$
|
12,535,000
|
|
|
$
|
10,635,000
|
|
|
$
|
21,932,000
|
|
|
$
|
57,878,000
|
|
Principal paydown on Silver Mesa
Conversion Loan
|
|
$
|
4,318,000
|
|
|
$
|
9,034,000
|
|
|
$
|
18,648,000
|
|
|
$
|
32,000,000
|
|
As Wellsford sold Silver Mesa units, rental revenue, the
corresponding operating expenses and cash flow from the units
being rented diminished. Rental revenue from the Silver Mesa
phase was approximately $51,000 for the year ended
December 31, 2004.
10
In December 2001, Phase IV, the 424 unit phase known
as Green River, was completed at a cost of approximately
$56,300,000. In February 2003, Wellsford obtained a $40,000,000
permanent loan secured by a first mortgage on Green River, which
we refer to as the Green River Mortgage. The Green River
Mortgage had a maturity date in March 2013 and bore interest at
a fixed rate of 5.45% per annum. Principal payments were
based on a 30 year amortization schedule.
In 2004, Wellsford commenced the development of Gold Peak, the
final phase of Palomino Park. Gold Peak will be comprised of 259
condominium units on the remaining 29 acre land parcel at
Palomino Park.
In April 2005, Wellsford obtained development and construction
financing for Gold Peak in the aggregate amount of approximately
$28,800,000, which bear interest at LIBOR + 1.65% per annum
which we refer to as the Gold Peak Construction Loan. The Gold
Peak Construction Loan matures in November 2009 and has an
additional extension option upon satisfaction of certain
conditions being met by the borrower. Principal repayments are
made as units are sold. The balance of the Gold Peak
Construction Loan was approximately $9,550,000 and $11,575,000
at December 31, 2006 and 2005, respectively. The
outstanding balance on the development portion of the loan was
repaid during 2006 and terminated in February 2007. Wellsford
has a 5% LIBOR cap expiring in June 2008 for the Gold Peak
Construction Loan.
Gold Peak unit sales commenced in January 2006. At
December 31, 2006, there were 31 Gold Peak units under
contract with nominal down payments. The following table
provides information regarding Gold Peak sales:
|
|
|
|
|
|
|
For the Year Ended
|
|
|
December 31, 2006
|
|
Number of units sold
|
|
|
108
|
|
Gross sales proceeds
|
|
$
|
31,742,000
|
|
Principal paydown on Gold Peak
Construction Loan
|
|
$
|
24,528,000
|
|
In September 2006, Wellsford sold its Palomino Park
telecommunication assets, service contracts and operations and
in November 2006 it received a net amount of approximately
$988,000. The buyer has held back approximately $396,000 which
will be released in two installments in September 2007 and 2008.
Wellsford believes that this amount will be collected and has
recorded such amount at full value in the statement of net
assets at December 31, 2006. Wellsford had reflected a
value of $900,000 related to the telecommunication assets and
services at December 31, 2005.
Other
Developments
East
Lyme
Wellsford has a 95% ownership interest as managing member of a
venture which originally owned 101 single family home lots
situated on 139 acres of land in East Lyme, Connecticut
upon which it is constructing houses for sale. Wellsford
purchased the land for $6,200,000 in June 2004.
After purchasing the land, Wellsford executed an agreement with
a homebuilder, or the Homebuilder, who will construct and sell
the homes for this project and is a 5% partner in the project
along with receiving other consideration.
Wellsford obtained construction financing for East Lyme in the
aggregate amount of $21,177,000, which we refer to as the East
Lyme Construction Loan, to be drawn upon as costs are expended.
The East Lyme Construction Loan bears interest at LIBOR + 2.15%
per annum and matures in December 2007 with two one-year
extensions at Wellsfords option upon satisfaction of
certain conditions being met by the borrower. Currently,
Wellsford does not expect to meet the minimum home sales
requirement condition and, accordingly, the terms of an
extension will have to be negotiated with the lender. The
balance of the East Lyme Construction Loan was approximately
$10,579,000 and $7,226,000 at December 31, 2006 and 2005,
respectively. Wellsford has a 4% LIBOR cap expiring in July 2007
for the East Lyme Construction Loan.
11
During the fourth quarter of 2005, the model home was completed
and home sales commenced in June 2006. At December 31,
2006, three East Lyme homes were under contract. The following
table provides information regarding East Lyme sales:
|
|
|
|
|
|
|
For the Year Ended
|
|
|
December 31, 2006
|
|
Number of homes sold
|
|
|
5
|
|
Gross sales proceeds
|
|
$
|
3,590,000
|
|
Principal paydown on East Lyme
Construction Loan
|
|
$
|
3,246,000
|
|
Wellsford executed an option to purchase the East Lyme Land, a
contiguous 85 acre parcel of land which can be used to
develop 60 single family homes and subsequently acquired the
East Lyme Land in November 2005 for $3,720,000, including future
costs which were the obligation of the seller. The East Lyme
Land requires remediation of pesticides used on the property
when it was an apple orchard at a cost of approximately
$1,000,000. Remediation costs were considered in evaluating the
net realizable value of the property at December 31, 2006
and 2005. The current plans are to obtain separate financing for
the East Lyme Land, complete the necessary infrastructure and
integrate the East Lyme Land into the overall development plan
for East Lyme.
Claverack
Wellsford has a 75% ownership interest in a joint venture that
owns two land parcels aggregating approximately 300 acres
in Claverack, New York. Wellsford acquired its interest in the
joint venture for $2,250,000 in November 2004. One land parcel
is subdivided into seven single family home lots on
approximately 65 acres. The remaining 235 acres, known
as The Stewardship, which was originally subdivided into six
single family home lots, now is conditionally subdivided into 48
developable single family home lots.
Claverack is capitalized with $3,000,000 of capital,
Wellsfords share of which was contributed in cash and the
25% partners contribution was the land, subject to
liabilities, at a net value of $750,000. The land was subject to
a $484,000 mortgage which was assumed by the joint venture (the
balance of this mortgage was $465,000 at December 31, 2004,
bore interest at a rate of 7% per annum and matures in
February 2010). At the closing, an aggregate of
approximately $866,000 owed to affiliates of the 25% partner was
paid from the amount contributed by Wellsford.
In December 2005, Claverack obtained a line of credit
construction loan in the aggregate amount of $2,000,000, which
we refer to as the Claverack Construction Loan, which was used
to retire the existing mortgage and was drawn upon as needed to
construct a custom design model home. The Claverack Construction
Loan bore interest at LIBOR + 2.20% per annum and matured
in December 2006 with a six-month extension at Wellsfords
option upon satisfaction of certain conditions being met by the
borrower. Such option was exercised and approximately $1,310,000
could be drawn on the Claverack Construction Loan through
June 2007. The balance of the Claverack Construction Loan
was approximately $449,000 at December 31, 2005.
In January 2006, the Claverack venture partners contributed
additional capital aggregating approximately $701,000, of which
Wellsfords share was approximately $526,000.
Effective April 2006, Wellsford executed a letter agreement with
its venture partner to enable Wellsford to make advances instead
of requesting funds from the Claverack Construction Loan at the
same terms and rate as the Claverack Construction Loan.
Wellsford advanced approximately $728,000 through December 31,
2006; such amount remained outstanding at that date.
During July 2006, the initial home was completed and in October
2006, the home and a contiguous lot were sold for approximately
$1,200,000 and the outstanding balance of the Claverack
Construction Loan of approximately $690,000 was repaid to the
bank. At December 31, 2006, there were no additional houses
under construction on either parcel. In February 2007, Claverack
sold one lot to the venture partner leaving four lots of the
original seven lots available for sale on the 65 acre parcel.
The current intent is to sell the remaining lots in this
section. In January 2007, Claverack obtained conditional
subdivision to 48 lots for The
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Stewardship. Wellsfords current intent for The Stewardship
is to complete the required infrastructure for this section,
construct two model homes and sell lots and homes to individual
buyers. Financing for certain costs is expected to be obtained
during 2007.
Beekman
In February 2005, Wellsford acquired a 10 acre parcel in
Beekman, New York for a purchase price of $650,000. Wellsford
also entered into a contract to acquire a contiguous
14 acre parcel, the acquisition of which was conditioned
upon site plan approval to build a minimum of 60 residential
condominium units, collectively referred to as Beekman.
Wellsfords $300,000 deposit in connection with this
contract was secured by a first mortgage lien on the property.
As a result of various uncertainties, including that
governmental approvals and development processes may take an
indeterminate period and extend beyond December 31, 2008,
Wellsfords board of directors authorized the sale of the
Beekman interests to Jeffrey Lynford and Edward Lowenthal, or a
company in which they have ownership interests, at the greater
of Wellsfords aggregate costs or the appraised values. In
January 2006, a company which was owned by Jeffrey Lynford,
Mr. Lowenthal, the principal of Wellsfords joint
venture partner in the East Lyme project, and others acquired
the Beekman project at Wellsfords aggregate cost of
approximately $1,297,000 in cash. This was accomplished through
a sale of the entities that owned the Beekman assets.
Additional
Segment Financial Information
See Footnote 11 of Wellsfords consolidated financial
statements for additional information regarding Wellsfords
segments.
Cautionary
Statement Regarding Forward-Looking Statements
Wellsford makes forward-looking statements in this annual report
on
Form 10-K.
These forward-looking statements relate to Wellsfords
outlook or expectations for earnings, revenues, expenses, asset
quality, net assets in liquidation, or other future financial or
business performance, strategies or expectations, or the impact
of legal, regulatory or supervisory matters on Wellsfords
business operations or performance. Specifically,
forward-looking statements may include:
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statements relating to the benefits of the merger with Reis;
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statements relating to future business prospects, revenue,
income and cash flows of Wellsford individually;
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statements relating to revenues of the resulting company after
the merger with Reis; and
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statements preceded by, followed by or that include the words
estimate, plan, project,
intend, expect, anticipate,
believe, seek, target or
similar expressions.
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These statements reflect Wellsfords managements
judgment based on currently available information and involve a
number of risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking
statements. With respect to these forward-looking statements,
Wellsfords management has made assumptions regarding,
among other things, the determination of estimated net
realizable value for its assets and the determination of
estimated settlement amounts for its liabilities and general
economic conditions.
Future performance cannot be ensured. Actual results may differ
materially from those in the forward-looking statements. Some
factors that could cause Wellsfords actual results to
differ include:
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expected benefits from the merger with Reis may not be fully
realized or at all;
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revenues following the merger with Reis may be lower than
expected;
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the possibility of litigation arising as a result of terminating
the Plan;
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adverse changes in the real estate industry and the markets in
which the post-merger company will operate;
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the inability to retain and increase the number of customers of
the post-merger company;
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competition;
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difficulties in protecting the security, confidentiality,
integrity and reliability of the data of the post-merger company;
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legal and regulatory issues;
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changes in accounting policies or practices; and
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the risk factors listed under Item 1A. Risk
Factors of this annual report on Form 10-K and those
listed under Risk Factors in Wellsfords
registration statement on
Form S-4,
which was initially filed with the SEC on December 28, 2006
and, as amended, on March 9, 2007.
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You are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date of
this annual report on Form 10-K. Except as required by law,
Wellsford undertakes no obligation to publicly update or release
any revisions to these forward-looking statements to reflect any
events or circumstances after the date of this annual report on
Form 10-K
or to reflect the occurrence of unanticipated events.
The following is a discussion of the risk factors that Wellsford
believes are material to Wellsford at this time. These risks and
uncertainties are not the only ones facing Wellsford and there
may be additional matters that Wellsford is unaware of or that
Wellsford currently considers immaterial. All of these could
adversely affect Wellsfords business, results of
operations, financial condition and cash flows. Furthermore, if
the proposed merger is consummated, Wellsford will terminate the
Plan and, although Wellsford will continue with its residential
development and sales activities related to its real estate
assets over a period of years, Reiss business will be the
primary business activity of the post-merger company. As a
result, the risks described below under Risk
Factors Relating to Reis and Risk
Factors Relating to the Merger are the most significant
risks to the post-merger company if the merger is consummated.
Risk
Factors Relating to Wellsford
Wellsford
is subject to the risks that affect real estate investors and
developers generally.
The value of Wellsfords real estate assets are subject to
certain risks applicable to Wellsfords assets and inherent
in the real estate industry which, if they materialize, could
have a material adverse effect on Wellsfords business,
results of operations and financial condition and include:
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downturns in the national, regional and local economies where
Wellsfords properties are located;
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macroeconomic as well as specific regional and local market
conditions;
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competition from other for-sale housing developments;
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local real estate market conditions, such as oversupply of, or
reduction in demand for, residential homes and condominium units;
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increased operating and construction costs, including insurance
premiums, utilities, building materials, labor and real estate
taxes;
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increases in interest rates; and
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cost of complying with environmental, zoning, and other laws.
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Wellsford
is subject to risks associated with construction and
development.
Wellsford currently intends to continue to develop residential
projects at Gold Peak, East Lyme and Claverack through the
subdivision, construction, and sale of condominium units, single
family homes or lots. Alternatively, or in combination,
Wellsford may sell the East Lyme project to another developer
and sell its joint venture interest in Claverack to its partner
in that venture, thus foregoing potential development profits
14
associated with these properties. Wellsfords development
and construction activities give rise to additional risks,
which, if they materialize, could have a material adverse effect
on its business, results of operations and financial condition
and include:
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the possibility that Wellsford may discontinue development
opportunities after expending significant resources to determine
feasibility, to perform infrastructure construction, or to
build, in certain instances;
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the possibility that Wellsford may not obtain an increased
number of building lots for the Claverack project, which would
affect the number of single family homes Wellsford can build and
sell;
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the possibility that Wellsford may not obtain construction
financing on reasonable terms and conditions, or be able to
refinance or extend existing financing on similar terms;
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the possibility that development, construction, and the sale of
Wellsford projects, may not be completed on schedule resulting
in increased debt service expense, construction costs and
general and administrative expenses;
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the inability to obtain, or costly delays in obtaining, zoning,
land-use, building, occupancy and other required governmental
permits and authorizations, which could delay or prevent
commencement of development activities or delay completion of
such activities;
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the fact that properties under development or acquired for
development usually generate little or no cash flow until
completion of development and sale of a significant number of
homes or condominium units and may experience operating deficits
after the date of completion and until such homes or condominium
units are sold;
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increases in the cost of construction materials; and
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the inability to obtain proceeds from borrowings on terms
financially advantageous to Wellsford or to raise alternate
equity capital.
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Wellsfords
development and construction activities expose it to risks
associated with the sale of residential units.
Risks associated with the sale of residential properties which,
if they materialize, could have a material adverse effect on
Wellsfords business, results of operations and financial
condition and include:
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lack of demand by prospective buyers;
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inability to find qualified buyers;
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inability of buyers to obtain satisfactory financing;
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the inability to close on sales of properties under
contract; and
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dissatisfaction by purchasers with the homes purchased from
Wellsford, which may result in remediation costs or warranty
expenses.
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dissatisfaction by homeowners associations with the construction
of condominiums, homes and amenities by Wellsford in a
condominium and subdivision development which may result in
remediation costs or warranty expenses.
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Wellsford
could change its intent with regard to the development and sale
of its residential development projects.
Wellsford currently intends to continue to develop residential
projects at Gold Peak, East Lyme and Claverack through the
subdivision, construction, and sale of condominium units, single
family homes or lots. However, if a determination were made by
Wellsfords board of directors to accelerate the sale of
certain or all of these projects in a bulk disposition, as a
result of a prolonged period of negative market factors related
to construction and development or the inability to sell
residential units (as described immediately above),
15
there could be a material adverse effect on Wellsfords
results of operations, financial condition and cash flows.
Accelerated bulk dispositions are not indicative of
Wellsfords current intent with respect to these assets and
are not reflected in the set of assumptions that
Wellsfords senior management used in its determination of
net assets in liquidation during the period November 18,
2005 through December 31, 2005 and the year ended
December 31, 2006.
Wellsford
may not be able to generate sufficient cash flow to meet its
debt service obligations.
Wellsfords ability to make scheduled payments of principal
or interest on its indebtedness will depend on its future
performance, which, to a certain extent, is subject to general
economic conditions, financial, competitive, legislative,
regulatory, political, business, and other factors. Wellsford
believes that cash generated by its business will be sufficient
to enable Wellsford to make its debt payments as they become
due. However, if Wellsfords business does not generate
sufficient cash flow, or future borrowings are not available in
an amount sufficient to enable Wellsford to service its
indebtedness or to fund its other liquidity needs, Wellsford may
not be able to fulfill its debt service obligations.
Some
of Wellsfords development projects have incurred, and may
incur, debt, in which case a third party lender would be
entitled to cash flow generated by such investments until that
debt is repaid.
As a result of its borrowings, Wellsford would be subject to
certain risks normally associated with debt financing which, if
they materialize, could have a material adverse effect on
Wellsfords business, results of operations and financial
condition, including the risk that cash flow from sales of
homes, condominium units or lots will be insufficient to meet
required payments of principal and interest, the risk that
existing debt will not be able to be refinanced, the risk that
the terms of such refinancings will not be as favorable to
Wellsford. In addition, Wellsford may not be able to obtain
modifications to extend the terms of existing financing and/or
increase borrowing capacity on existing construction loans. Such
borrowings will increase the risk of loss on an investment which
utilizes borrowings. If Wellsford defaults on secured
indebtedness, the lender may foreclose and Wellsford could lose
its entire investment in the security for such loan.
The
restrictive covenants associated with Wellsfords
outstanding indebtedness under construction and development
loans may limit Wellsfords ability to operate its
business.
Wellsfords debt obligations require Wellsford to comply
with a number of financial and other covenants on an ongoing
basis. Some of those obligations may restrict Wellsfords
ability to incur additional debt and engage in certain
transactions and make certain types of investments and take
other actions. In other cases, failure to comply with covenants
may limit Wellsfords ability to borrow funds or cause a
default under one or more of its then existing loans, possibly
requiring Wellsford to either prepay a portion of the
outstanding principal or provide additional cash collateral.
Increases
in interest rates could materially increase Wellsfords
interest expense or could reduce Wellsfords
revenues.
As of December 31, 2006, Wellsford had approximately
$20,129,000 of variable rate debt outstanding. Wellsford may
incur additional variable rate indebtedness in the future.
Accordingly, if interest rates increase, so will
Wellsfords interest costs, which may have a material
adverse effect on its business, results of operations, cash
flows and financial condition. Wellsford has limited its
exposure to existing variable rate debt by purchasing interest
rate caps. The expiration dates of these interest rate caps
occur before the estimated completion dates of construction.
Based on the December 31, 2006 debt balances and the
notional amount of the interest rate caps, a 1% increase in the
base interest rates of Wellsfords variable rate debt would
result in approximately $32,000 of additional interest being
incurred on an annualized basis. The effect of a 1% increase in
the base interest rates of Wellsfords variable rate debt,
without considering the interest rate caps, would result in
approximately $201,000 of additional interest being incurred on
an annualized basis. Generally, in both instances, any increase
in interest incurred would primarily result in additional
interest being capitalized into the basis of the respective
development project.
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Increases in interest rates could reduce Wellsfords
revenue and result in lost sales or sales of lower priced
condominiums and homes as it becomes more expensive for buyers
to obtain financing.
Neither Wellsfords organizational documents nor those of
the entities in which it invested contain any limitation on the
amount of debt that may be incurred. Accordingly, Wellsford and
such entities could incur significant amounts of debt, resulting
in increases in debt service payments which could increase the
risk of default on indebtedness.
The
market for construction and development of real estate is highly
competitive.
Developers and builders compete for, among other things,
desirable properties, financing, raw materials, and skilled
labor. Wellsford competes with large homebuilding companies,
some of which have greater financial, marketing, and sales
resources than Wellsford does, and with smaller local builders.
The consolidation of some homebuilding companies may create
additional competitors that have greater financial, marketing,
and sales resources than Wellsford does and thus are able to
compete more effectively against Wellsford. In addition, there
may be new entrants in the markets in which Wellsford currently
conducts business.
Property
ownership through partnerships and joint ventures generally
limits Wellsfords control of those investments and entails
other risks.
Wellsford has co-invested with third parties through
partnerships, joint ventures or other entities including
ventures where decisions require shared approval with third
parties. Investments in partnerships, joint ventures, or other
entities may, under certain circumstances, involve risks that
would not be present were a third party not involved, including:
the possibility that Wellsfords partners or co-venturers
might become bankrupt or otherwise fail to fund their share of
required capital contributions; that such partners or
co-venturers might at any time have economic or other business
interests or goals which are inconsistent with Wellsfords
business interests or goals; that such partners or co-venturers
may be in a position to take action contrary to Wellsfords
instructions, requests, policies or objectives; that Wellsford
cannot agree with its partners on the sale of properties; and
that Wellsford will not be able to exercise sole decision-making
authority. In addition, Wellsford may in certain circumstances
be liable for the actions of third-party partners or
co-venturers.
Increased
insurance costs and reduced insurance coverage may affect
Wellsfords results of operations and increase its
potential exposure to liability.
Partially as a result of the September 11 terrorist attacks, the
cost of insurance has risen, deductibles and retentions have
increased, and the availability of insurance has diminished.
Significant increases in Wellsfords cost of insurance
coverage or significant limitations on coverage could have a
material adverse effect on Wellsfords business, financial
condition, and results of operations from such increased costs
or from liability for significant uninsurable or underinsured
claims.
In addition, there are some risks of loss for which Wellsford
may be unable to purchase insurance coverage. For example,
losses associated with landslides, earthquakes, and other
geologic events may not be insurable, and other losses, such as
those arising from terrorism, wars, or acts of God may not be
economically insurable. A material uninsured loss could
adversely affect Wellsfords business, results of
operations and financial condition and Wellsford may
nevertheless remain obligated for any mortgage debt or other
financial obligations related to that property or asset.
Wellsford
is subject to environmental laws and regulations, and
Wellsfords properties may have environmental or other
contamination.
Wellsford is subject to various Federal, state, and local laws,
ordinances, rules and regulations concerning protection of
public health and the environment. These laws may impose
liability on property owners or operators for the costs of
removal or remediation of hazardous or toxic substances on real
property, without regard to whether the owner or operator knew
of, or was responsible for, the presence of the hazardous or
toxic substances. The presence of, or the failure to properly
remediate, such substances may adversely affect the value of a
property, as well as Wellsfords ability to sell the
property or individual condominium units or
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apartments, or to borrow funds using that property as
collateral. Costs associated with the foregoing could be
substantial and in extreme cases could exceed the value of the
contaminated property. Environmental claims are generally not
covered by Wellsfords insurance programs.
The particular environmental laws that apply to any given
homebuilding site vary according to the sites location,
its environmental condition, and the present and former uses of
the site, as well as adjoining properties. Environmental laws
and conditions may result in delays, may cause Wellsford to
incur substantial compliance and other costs, and can prohibit
or severely restrict homebuilding activity in environmentally
sensitive regions or areas, which could negatively affect
Wellsfords results of operations. In addition, applicable
environmental laws create liens on contaminated sites in favor
of the government for damages and costs it incurs in connection
with a contamination. The one environmental condition of which
Wellsford is aware relates to a portion of the East Lyme
project. This land requires remediation of pesticides used on
the property when it was an apple orchard at a cost of
approximately $1,000,000. Remediation costs were considered in
evaluating the net realizable value of the property at
December 31, 2006 and December 31, 2005.
Wellsfords
properties are subject to various Federal, state and local
regulatory requirements, such as state and local fire and life
safety requirements and the Americans with Disabilities
Act.
If Wellsford fails to comply with regulatory requirements,
Wellsford could incur fines or be subject to private damage
awards. Compliance with requirements may require significant
unanticipated expenditures by Wellsford. Such expenditures could
have a material adverse effect on Wellsfords business,
results of operations and financial condition.
Wellsfords
governing documents and Maryland law contain anti-takeover
provisions that may discourage acquisition bids or merger
proposals, which may adversely affect the market price of
Wellsfords common stock.
Wellsfords articles of amendment and restatement contain
provisions designed to discourage attempts to acquire control of
Wellsford by merger, tender offer, proxy contest, or removal of
incumbent management without the approval of Wellsfords
board of directors. These provisions may make it more difficult
or expensive for a third party to acquire control of Wellsford
even if a change of control would be beneficial to the interests
of its stockholders. These provisions could discourage potential
takeover attempts and could adversely affect the market price of
Wellsfords common stock. Wellsfords governing
documents:
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provide for a classified board of directors, which could
discourage potential acquisition proposals and could delay or
prevent a change of control; and
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authorize the issuance of blank check stock that could be issued
by Wellsfords board of directors to thwart a takeover
attempt.
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In addition, under Maryland law, certain business
combinations (including certain issuances of equity
securities) between a Maryland corporation and any person who
beneficially owns 10% or more of the voting power of the
corporations shares or an affiliate thereof are prohibited
for five years after the most recent date on which the
interested stockholder becomes an interested stockholder.
Wellsfords board of directors has exempted from the
Maryland statute any business combinations with Jeffrey Lynford
and Edward Lowenthal or any of their affiliates or any other
person acting in concert or as a group with any of such persons
and, consequently, the five-year prohibition and the
supermajority vote requirements will not apply to business
combinations between such persons and Wellsford.
Risk
Factors Relating to the Merger
The
merger represents a significant change in strategy for Wellsford
which may be unsuccessful.
If the proposed merger is consummated, Wellsford will terminate
the Plan, but will continue with its residential development and
sales activities related to its real estate assets over a period
of years. Reiss business will be the primary business
activity after the merger is consummated. As a result, Wellsford
will
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change its basis of accounting from a liquidation basis to a
going-concern basis. Under the liquidation basis of accounting,
assets are stated at their estimated net realization value and
liabilities are stated at their estimated settlement amounts.
Wellsfords assets and liabilities will be presented on a
going concern basis of accounting with assets being reported at
the lower of historical cost, as adjusted for activity, or
market value as of the date of termination of the Plan.
Assuming the merger is consummated, this change in strategy may
be unsuccessful and may result in lower returns to Wellsford
stockholders than they may have received under the Plan,
subjecting the Wellsford stockholders to the risk factors
associated with Reis and the potential volatility and risks of a
growth-oriented provider of commercial real estate information.
The termination of the Plan would result in the retention by the
combined entity of Wellsfords cash balances (after the
payment of transaction costs and the cash portion of the merger
consideration that is not being funded by the Bank Loan) and
subsequent cash flow from the sales of residential development
assets, after operating costs, for working capital and
re-investment purposes. Such cash would not be distributed to
stockholders in the form of a liquidating distribution as had
been contemplated under the Plan.
A
portion of the December 14, 2005 cash distribution by
Wellsford to its stockholders will be recharacterized as taxable
dividend income as a result of the termination of the
Plan.
Wellsford has determined that, as a consequence of the
consummation of the proposed merger and termination of the Plan,
it will be necessary to recharacterize a portion of the
December 14, 2005 cash distribution of $14.00 per
share from what may have been characterized as a return of
capital for Wellsford stockholders at that time to taxable
dividend income. Wellsford estimates that $1.15 of the
$14.00 per share cash distribution will be recharacterized
as taxable dividend income.
Wellsford
may be subject to litigation as a result of terminating the
Plan.
Historically, extraordinary corporate actions, such as
terminating the Plan, have occasionally led to securities class
action lawsuits being filed against a company. As of
March 27, 2007, Wellsford was not aware of any pending
securities class action lawsuits relating to the Plan or its
prospective termination. However, in the event such litigation
should occur, it is likely to be expensive and, even if
Wellsford ultimately prevails, the process will be time
consuming and will divert managements attention from
integrating Wellsford and Reis and otherwise operating the
business. Wellsford cannot predict the outcome or the amount of
expenses and damages but the amounts could have a material
adverse effect on the combined companys business, results
of operations and financial condition.
Wellsfords
common stock is thinly traded and there may be little or no
liquidity for the shares of Wellsford common stock to be issued
in connection with the proposed merger.
Historically, Wellsfords common stock has been thinly
traded and an active trading market for Wellsford common stock
may not develop after the merger. In the absence of an active
public trading market, an investor may be unable to sell his or
her shares of common stock. In view of the additional shares
that will become eligible for sale in the public market upon
consummation of the merger, investors trying to sell their
shares may find it difficult to find buyers for their shares at
prices quoted in the market or at all. Although Wellsford has
agreed in the merger agreement to use reasonable best efforts to
cause its common stock to be approved for listing on NASDAQ as
promptly as practicable after the merger, there can be no
guarantee that Wellsford will meet NASDAQs initial listing
requirements and that its shares will be accepted for such
listing or that the shares will be more actively traded on
NASDAQ than they are on the AMEX. Furthermore, if the Wellsford
board of directors determines to effect a reverse stock split of
the Wellsford common stock following the consummation of the
merger, the liquidity of Wellsford common stock could be
adversely affected by the reduced number of shares that would be
outstanding after the reverse stock split.
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Failure
to consummate the merger could negatively impact the stock price
of Wellsford, because of, among other things, the disruption in
the market that would occur as a result of uncertainties
relating to a failure to consummate the merger and resulting in
Wellsford incurring significant costs without the benefit of the
merger.
The closing sales price per share of Wellsford common stock on
the AMEX on October 10, 2006, the date immediately before
the public announcement of the signing of the merger agreement,
was $7.43 per share and on December 31, 2006, it was $7.52.
If the proposed merger is not consummated, the price of
Wellsford common stock may decline to the extent that the
current market price of that stock reflects a market assumption
that the merger will be consummated and that the related
benefits will be realized, or as a result of the markets
perceptions that the merger was not consummated due to an
adverse change in Wellsfords business. In addition,
Wellsford will have incurred significant costs and expenses
related to the merger without realizing any of the expected
benefit of having consummated the merger.
If
Wellsfords stockholders do not approve the issuance of
Wellsford common stock in connection with the merger, Wellsford
will be required to pay certain of Reiss
expenses.
The merger agreement and the rules of the AMEX require Wellsford
to obtain stockholder approval of the issuance of Wellsford
common stock as part of the merger consideration. The merger
agreement also provides for the payment by Wellsford of certain
of Reiss expenses in connection with obtaining the Bank
Loan if Wellsford or Reis terminate the merger agreement as a
result of Wellsfords failure to obtain stockholder
approval. Wellsford currently estimates that its share of the
expenses will be approximately $450,000.
If the
post-merger company does not realize the anticipated benefits
from the merger, Wellsford stockholders may not realize a
benefit from the merger commensurate with the ownership dilution
they will experience in connection with the
merger.
As a result of the merger, outstanding shares of Reis common
stock and Reis preferred stock will be automatically converted
into the right to receive shares of Wellsford common stock and
cash upon the consummation of the merger. Accordingly, Wellsford
stockholders who, prior to the consummation of the merger owned
100% of the outstanding Wellsford common stock, will own
approximately 62% of the outstanding shares of Wellsford
immediately following the consummation of the merger.
Consequently, if Wellsford is unable to realize the strategic
and financial benefits currently anticipated from the merger,
Wellsford and Reis stockholders will have experienced
substantial dilution of their ownership interest without
receiving any commensurate benefit. In addition, this dilution
could reduce the market price of Wellsford common stock. There
can be no assurance that the combined company will achieve
revenue growth, profitability and cost savings from the merger.
The
post-merger companys ability to use the net operating loss
carryforwards of Wellsford will be subject to limitation and,
under certain circumstances, may be eliminated.
Generally, a change of more than 50% in the ownership of a
corporations stock, by value, over a three-year period
constitutes an ownership change under Section 382 of the
Code. In general, Section 382 imposes an annual limitation
on a corporations ability to use its net operating losses,
or NOLs, from taxable years or periods ending on or before the
date of an ownership change to offset U.S. Federal taxable
income in any post-change year. Wellsford will likely experience
an ownership change as a result of the merger, in which case the
combined company will be subject to the limitation under
Section 382 with respect to pre-change NOLs of Wellsford.
Section 382 imposes significant limitations of the use of
Wellsfords NOL carryforwards. During 2005 Wellsford
experienced an ownership change under Section 382. That
change resulted in an annual limitation of approximately
$4,700,000. It is expected that the merger will result in
another ownership change and that the annual limitation on
Wellsfords use of NOLs through 2026 will, as a result of
such ownership change, be reduced to approximately
$2,000,000 per year (based on current interest rates and
market prices for Wellsford common stock).
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Moreover, if a corporation experiences an ownership change and
does not satisfy the continuity of business
enterprise requirement (which generally requires that the
corporation continue its historic business or use a significant
portion of its historic business assets in a business for the
two-year period beginning on the date of the ownership change),
it cannot, subject to certain exceptions, use any NOL from a
pre-change period to offset taxable income in post-change years.
Although there can be no assurance that this requirement will be
met with respect to any ownership change of Wellsford, including
the merger with Reis, Wellsfords management believes,
based on its present business plan which contemplates the
continuation of its historic real estate business activities,
that Wellsford will satisfy this requirement.
Wellsford has NOL carryforwards, for Federal income tax
purposes, resulting from Wellsfords merger with Value
Property Trust in 1998 and its operating losses in 2004 and
2006. The NOLs aggregated approximately $58,000,000 at December
31, 2006, and expire in the years 2007 through 2026.
Approximately $22,100,000 of Wellsfords NOLs expire in
2007 and 2008, which Wellsford does not expect to be able to
utilize, even after the merger with Reis. Additionally, assuming
Wellsford is able to satisfy the continuity of business
enterprise requirement described above, Wellsford expects that
it could only potentially utilize $30,200,000 of its remaining
NOLs existing at December 31, 2006, based on the new $2,000,000
annual limitations and expirations. The actual ability to
utilize the tax benefit of any existing NOLs as well as of the
tax benefits of the tax basis of owned assets in excess of the
liquidation value, will be subject to future facts and
circumstances with respect to meeting the above described
continuity of business enterprise requirements at
the time NOLs are being utilized on a tax return and when there
are realized losses on sales of assets.
If the
post-merger company is not able to successfully identify or
integrate future acquisitions, its business operations and
financial condition could be adversely affected, and future
acquisitions may divert its managements attention and
consume significant resources.
The post-merger company may in the future attempt to further
expand its markets and services in part through acquisitions of
other complementary businesses, services, databases and
technologies. Mergers and acquisitions are inherently risky, and
Wellsford cannot assure you that future acquisitions, if any,
will be successful. The successful execution of any future
acquisition strategy will depend on its ability to identify,
negotiate, complete and integrate such acquisitions and, if
necessary, obtain satisfactory debt or equity financing to fund
those acquisitions. Failure to manage and successfully integrate
acquired businesses could harm the combined companys
business. Acquisitions involve numerous risks, including the
following:
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difficulties in integrating the operations, technologies, and
products of the acquired companies;
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diversion of managements attention from normal daily
operations of the business;
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inability to maintain the key business relationships and the
reputations of acquired businesses;
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entry into markets in which the combined company has limited or
no prior experience and in which competitors have stronger
market positions;
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dependence on unfamiliar affiliates and partners;
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insufficient revenues to offset increased expenses associated
with acquisitions;
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reduction or replacement of the sales of existing services by
sales of products or services from acquired lines of business;
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responsibility for the liabilities of acquired businesses;
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inability to maintain internal standards, controls, procedures
and policies;
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inability to utilize Federal, state, and local net operating
loss carryforwards; and
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potential loss of key employees of the acquired companies.
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In addition, if the combined company finances or otherwise
completes acquisitions by issuing equity or convertible debt
securities, existing stockholders ownership may be diluted.
21
Following
the consummation of the merger, Wellsfords executive
officers and directors will own a significant percentage of
Wellsfords stock and will continue to have significant
control of the combined companys management and affairs,
and they may take actions which adversely affect the trading
price of Wellsfords common stock.
Immediately following the consummation of the merger, the
executive officers and directors of Wellsford, and entities that
are affiliated with them, will beneficially own, depending upon
the proportion of cash and share consideration that Lloyd
Lynford and Jonathan Garfield receive in the merger, between
approximately 18% and 25% of Wellsfords outstanding common
stock. The ownership percentage, when including options to
purchase shares of Wellsford common stock held by
Wellsfords executive officers and directors, increases to
between approximately 27% and 33% of Wellsfords expected
outstanding common stock and stock options. Following
consummation of the merger, Lloyd Lynford and Mr. Garfield
will own between approximately 11% and 18% of Wellsfords
expected outstanding common stock, or between approximately 11%
and 17% of Wellsfords expected outstanding common stock
and options to purchase shares of Wellsford common stock. This
significant concentration of share ownership may adversely
affect the trading price of Wellsfords common stock
because investors often perceive disadvantages in owning stock
in companies where management holds a significant percentage of
the voting power. Consequently, this concentration of ownership
may have the effect of delaying or preventing a change of
control, including a merger, consolidation or other business
combination involving the combined company, or discouraging a
potential acquirer from making a tender offer or otherwise
attempting to obtain control, even if such a change of control
would benefit the combined companys stockholders other
than the group of directors and officers described above.
The
Bank Loan documents contain financial and operating restrictions
that limit Reiss access to credit. If, following the
consummation of the merger, Reis fails to comply with the
covenants in the Bank Loan documents, Reis may be required to
repay the indebtedness on an accelerated basis.
Provisions in the Bank Loan impose restrictions on Reiss
ability, following the merger, to, among other things:
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incur additional debt;
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change its fiscal year end;
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amend its organizational documents;
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pay dividends and make distributions;
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redeem or repurchase outstanding equity;
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make certain investments;
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create liens;
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enter into transactions with stockholders and affiliates;
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undergo a change of control; and
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make certain fundamental changes, including engaging in a merger
or consolidation.
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The credit agreement also contains other customary covenants,
including covenants which will require Reis to meet specified
financial ratios and financial tests. Reis may not be able to
comply with these covenants in the future and failure to do so
may result in the declaration of an event of default and cause
Reis to be unable to borrow under the Bank Loan documents.
Furthermore, certain events related to Wellsford, such as the
delisting of Wellsford from a national stock exchange or the
voluntary or involuntary filing by Wellsford under any
bankruptcy, insolvency or similar law (which is not stayed or
dismissed within certain time periods), will cause an event of
default. In addition, an event of default, if not cured or
waived, may result in the acceleration of the maturity of
indebtedness outstanding under these agreements, which would
require Reis to pay all amounts outstanding. If an event of
default occurs, Reis may not be able to cure it within any
applicable cure period, if at all. If the maturity of this
indebtedness is accelerated, Reis may not have sufficient funds
available for repayment or may not have the ability to borrow or
obtain sufficient funds to replace the
22
accelerated indebtedness on terms acceptable to Reis or to
Wellsford, or at all. Furthermore, the Bank Loan is secured by
Reiss assets and, therefore, these assets will not be
available to secure additional credit.
The
success of the post-merger company depends on retaining key
executive officers and personnel and attracting and retaining
capable management and operating personnel.
Jeffrey H. Lynford has been Chairman of Wellsfords board
of directors since its formation in 1997 and has been
Wellsfords President and Chief Executive Officer since
April 1, 2002. Jeffrey Lynfords employment agreement
with Wellsford expires on December 31, 2007. Before the
effective time of the merger, it is anticipated that Wellsford
will enter into an amendment to Jeffrey Lynfords
employment agreement such that he will become the executive
Chairman of Wellsford after the merger. Wellsford also depends
on the services of David M. Strong, its Senior Vice President
for Development, specifically with respect to the Gold Peak
project. Mr. Strongs employment agreement with
Wellsford also expires on December 31, 2007. The loss of
the services of either Jeffrey Lynford or Mr. Strong could
have a material adverse effect on Wellsfords business,
operations, and financial condition, including the terms and
conditions under which Wellsford conducts its residential
development and sales activities related to its assets and
continued availability of construction loans. Furthermore,
Jeffrey Lynfords contract provides that since Wellsford
has disposed of all or substantially all of two of its business
units, he is no longer required to devote substantially all of
his time, attention and energies during business hours to
Wellsfords business activities. He may now perform
services for and engage in business activities with other
persons so long as such services and activities do not prevent
him from fulfilling his fiduciary responsibilities to Wellsford.
Wellsfords business operations could be negatively
impacted if it is unable to enter into amended or new employment
agreements in order to retain the services of
Jeffrey Lynford and Mr. Strong, as well as other key
personnel, or hire suitable replacements.
Reiss business plan was developed, in large part, by its
senior-level officers, including Reiss President and Chief
Executive Officer, Lloyd Lynford, Executive Vice President,
Jonathan Garfield, and Chief Operating Officer, William Sander.
The continued implementation and development of Reiss
business plan, and the business of the combined company after
the merger, requires their skills and knowledge. Reis may not be
able to offset the impact of the loss of the services of Lloyd
Lynford, Mr. Garfield, Mr. Sander or other key
officers or employees because its business requires skilled
management, as well as technical, product and technology, and
sales and marketing personnel, who are in high demand and are
often subject to competing offers. Competition for qualified
employees is intense in the information industry, and the loss
of a substantial number of qualified employees, or an inability
to attract, retain and motivate additional highly skilled
employees could have a material adverse impact on Reis and the
combined company after the merger.
Although Wellsford and Reis each use various incentive programs
to retain and attract key personnel, these measures may not be
sufficient to either attract or retain, as applicable, the
personnel required to ensure the success of the combined company.
A
reverse stock split of Wellsford common stock following the
consummation of the merger may have an adverse effect on
Wellsfords stock price, market capitalization and
liquidity.
Following the consummation of the merger, Wellsfords board
of directors may determine to effect a reverse stock split of
the Wellsford common stock. All decisions regarding the
declaration of a reverse stock split will be at the discretion
of Wellsfords board of directors and will be evaluated
from time to time by the board of directors in light of the
price per share of Wellsford common stock, the number of shares
of Wellsford common stock outstanding, applicable AMEX or NASDAQ
rules, applicable law and other factors that Wellsfords
board of directors deems relevant. If the board of directors
determines to effect a reverse stock split, there can be no
assurance that the total market capitalization of Wellsford
common stock after the reverse stock split will be equal to or
greater than the total market capitalization before the reverse
stock split or that the per share market price of Wellsford
common stock following the reverse stock split will either
exceed or remain higher than the current per share market price.
There can be no assurance that the market price per share of
Wellsford common stock after a reverse stock split will rise or
remain constant in proportion to the reduction in the number of
shares of Wellsford common stock outstanding before the reverse
stock split. For example, based on the closing market price of
Wellsford common stock on December 31, 2006 of
$7.52 per share, if the board of directors decided to
implement
23
a
one-for-two
reverse stock split, there can be no assurance that the
post-split market price of Wellsford common stock would be
$15.04 per share or greater. In many cases, the total
market capitalization of a company following a reverse stock
split is lower than the total market capitalization before the
reverse stock split. While the board of directors believes that
a higher stock price may help generate investor interest, there
can be no assurance that a reverse stock split will result in a
per share price that will attract institutional investors and
brokers.
The market price of Wellsford common stock will also be based on
Wellsfords performance and other factors, some of which
are unrelated to the number of shares outstanding. However, if a
reverse stock split is affected and the market price of
Wellsford common stock declines, the percentage decline as an
absolute number and as a percentage of Wellsfords overall
market capitalization may be greater than would occur in the
absence of a reverse stock split. Furthermore, the liquidity of
Wellsford common stock could be adversely affected by the
reduced number of shares that would be outstanding after the
reverse stock split.
Risk
Factors Relating to Reis
Reis
must continue to attract and retain customers, and any failure
to increase the number of customers or retain existing customers
would harm Reiss business.
Reiss customers include subscribers to its flagship
product, Reis Subscriber Edition, or Reis SE. In addition to
subscribers who typically pay for their annual service in
advance, customers also include those who purchase Reiss
service on an ad hoc and pay as you go basis. Either category of
customer may decide not to continue to use Reis SE because of
budget or other competitive reasons. If subscribers choose not
to renew their contracts or decrease their use of Reiss
information, or if Reis is unable to attract new subscribers,
its revenues and profitability could be adversely affected.
To grow the business, Reis must convince prospective subscribers
and existing customers to expand their use of Reis SE and
Reiss other products. Prospective customers may not be
familiar with Reiss service and may be accustomed to using
other methods of conducting commercial real estate market
research and property valuations. There can be no assurance that
it will be successful in continuing to acquire additional
customers. Moreover, it is difficult to estimate the total
number of active, prospective customers in the U.S. during
any given period. As a result, Reis does not know the extent to
which it has penetrated this market. If Reis reaches the point
at which it has attempted to sell Reiss services to a
significant majority of commercial real estate professionals in
the U.S., the ability to increase its customer base could be
limited.
Reiss
revenues are concentrated among certain key
customers.
Reis has approximately 600 customers, but derives approximately
30% of its revenues from 25 customers. If Reis were to
experience a reduction or loss of business from many of its 25
largest customers, it could have a material adverse effect on
Reiss revenues and, depending on the significance of the
loss, its financial condition, cash flows and profitability.
Reis
may be unable to compete successfully with its current or future
competitors.
Reis has competition from both local companies that prepare
commercial real estate research with respect to their specific
geographic areas and national companies that prepare national
commercial real estate research. Specifically, certain of
Reiss products compete with those of Torto Wheaton, a
wholly-owned subsidiary of CB Richard Ellis, Property and
Portfolio Research, a subsidiary of the Daily Mail Group, and
Costar Group, Inc. New competitors, as well as Reiss
traditional competitors, could launch new websites quickly and
inexpensively as Internet commerce has few barriers to entry.
Such online competition could negatively impact Reiss
revenues and profitability.
Reis
may not be able to sustain its revenue growth and future
financial performance may be difficult to assess.
Although Reis was formed it 1980, it first offered services
online in 1996. Profitable since fiscal 2004, Reis experienced
losses from the introduction of online service in 1996 through
fiscal 2003. Reis may incur
24
additional expenses, such as marketing and product development
expenses, with the expectation that revenues will grow in the
future. However, such expectations may not be realized.
Reis
must continue to obtain information from multiple
sources.
The quality of Reis SE depends substantially on information
provided by a large number of commercial real estate brokers,
agents, and property owners. If these sources choose not to
continue providing information to Reis, its product could be
negatively affected, potentially resulting in an increase in
customer cancellation and a failure to acquire new customers.
Reiss
revenues, expenses and operating results could be affected by
general economic conditions or by changes in commercial real
estate markets, which are cyclical.
Reiss business is sensitive to trends in the general
economy and trends in local, regional and national commercial
real estate markets, which are unpredictable. Therefore,
operating results, to the extent they reflect changes in the
broader commercial real estate industry, may be subject to
significant fluctuations. A number of factors could have an
effect on Reiss revenues, expenses, operating results or
cash flows, such as:
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periods of economic slowdown or recession in the U.S. or
locally;
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inflation;
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flows of capital into or out of real estate investment in the
U.S. or various regions of the U.S.;
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changes in levels of rent or appreciation of asset values;
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changing interest rates;
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tax and accounting policies;
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the cost of capital;
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costs of construction;
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increased unemployment;
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lower consumer confidence;
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lower wage and salary levels;
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war, terrorist attacks or natural disasters; or
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the public perception that any of these conditions may occur.
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If Reiss customers choose not to use Reis SE because of
economic conditions, and Reis is not successful at attracting
new customers, its revenues, expenses, operating results, cash
flows or stock price could be negatively affected.
A
primary source of new customers for Reis is the commercial real
estate professional community, which may be reluctant to adopt
Reiss products and services.
Reiss success has depended on its ability to convince
commercial real estate professionals that Reis SE is superior to
other traditional methods of conducting commercial real estate
market research and valuation. Many commercial real estate
professionals are used to conducting market research and
valuation through the traditional means of relying on a network
of contacts in a local market. Commercial real estate
professionals may prefer to continue to use traditional methods
or may be slow to adopt Reiss products and services. If
Reis is unable to continue to persuade commercial real estate
professionals that Reis SE is a superior alternative to
traditional means of conducting market research and valuation,
operating results and profitability may be negatively affected.
25
Reiss
success depends on its ability to introduce new or upgraded
services or products.
To continue to attract new customers to Reis SE, Reis may need
to introduce new products or services. Reis may choose to
develop new products and services independently or choose to
license or otherwise integrate content and data from third
parties. The introduction of new products and services could
impose costs on Reiss business and require the use of
resources, and there is no guarantee that it will continue to be
able to access new content and technologies on commercially
reasonable terms or at all. If customers or potential customers
do not recognize the value of Reiss new services or
enhancements to existing services, operating results could be
negatively affected. Reis may incur significant costs and
experience difficulties in developing and delivering these new
or upgraded services or products.
Efforts to enhance and improve the ease of use, responsiveness,
functionality and features of Reiss existing products and
services have inherent risks, and it may not be able to manage
these product developments and enhancements successfully or in a
cost effective manner. If Reis is unable to continue to develop
new or upgraded services or products, then customers may choose
not to use its products and services. Reiss growth would
be negatively impacted if it is unable to successfully market
and sell any new services or upgrades.
If
Reis fails to protect confidential information against security
breaches, or if customers are reluctant to use products because
of privacy concerns, Reis might experience a loss in
profitability.
Pursuant to the terms and conditions of use on Reiss
website, as part of its customer registration process, Reis
collects and uses personally identifiable information.
Industry-wide incidents or incidents with respect to Reiss
websites, including theft, alteration, deletion or
misappropriation of information, security breaches, computer
hackers, viruses or anything else manifesting contaminating or
destructive properties, or changes in industry standards,
regulations or laws could deter people from using the Internet
or Reiss website to conduct transactions that involve the
transmission of confidential information, which could harm its
business. Under the laws of certain jurisdictions, if there is a
breach of Reiss computer systems and it knows or suspects
that unencrypted personal customer data has been stolen, Reis is
required to inform any customers whose data was stolen, which
could harm its reputation and business.
Reiss
business could be harmed if it is unable to maintain the
integrity and reliability of its data.
Reiss success depends on its customers confidence in
the comprehensiveness, accuracy, and reliability of the data it
provides. Reis believes that it takes adequate precautions to
safeguard the completeness and accuracy of its data and that the
information is generally current, comprehensive and accurate.
Nevertheless, data is susceptible to electronic malfeasance
including, theft, alteration, deletion, viruses and computer
hackers. If Reis cannot maintain the quality of its data, demand
for its services could diminish and Reis may be exposed to
lawsuits claiming damages resulting from inaccurate data.
Reis
may be unable to enforce or defend its ownership or use of
intellectual property.
Reiss business depends in large measure on the
intellectual property utilized in its methodologies, software
and database. Reis relies on a combination of trademark, trade
secret and copyright laws, a Federal trademark registration,
registered domain names, contracts which include non-disclosure
provisions,
work-for-hire
provisions, and technical security measures to protect its
intellectual property rights. However, Reis does not own Federal
registrations covering all of its trademarks and copyrightable
materials. Reis also does not own any U.S. patents or
patent applications. Reiss business could be significantly
harmed if it does not continue to protect its intellectual
property. The same would be true if claims are made against Reis
alleging infringement of the intellectual property rights of
others. Any intellectual property claims, regardless of merit,
could be expensive to litigate or settle, and could require
substantial amounts of time and expenditures.
26
If
Reiss website or other services experience system failures
or malicious attacks, its customers may be dissatisfied and its
operations could be impaired.
Reiss business depends upon the satisfactory performance,
reliability and availability of its website. Problems with the
website could result in reduced demand for Reiss services.
Furthermore, the software underlying Reiss services is
complex and may contain undetected errors. Despite testing, Reis
cannot be certain that errors will not be found in its software.
Any errors could result in adverse publicity, impaired use of
Reiss services, loss of revenues, cost increases or legal
claims by customers.
Additionally, Reiss services substantially depend on
systems provided by third parties, over whom it has little
control. Interruptions in service could result from the failure
of data providers, telecommunications providers, or other third
parties, including computer hackers. Reis depends on these
third-party providers of Internet communication services to
provide continuous and uninterrupted service. Reis also depends
on Internet service providers that provide access to its
services. Any disruption in the Internet access provided by
third-party providers or any failure of third-party providers to
handle higher volumes of user traffic could harm Reiss
business.
Reiss
internal network infrastructure could be disrupted or
penetrated, which could materially impact both its ability to
provide services and customers confidence in
services.
Reiss operations depend upon its ability to maintain and
protect its computer systems, most of which are redundant and
independent systems in separate locations. While Reis believes
that its systems are adequate to support operations, its systems
may be vulnerable to damage from break-ins, unauthorized access,
computer viruses, vandalism, fire, floods, earthquakes, power
loss, telecommunications failures, terrorism, acts of war, and
other similar events. Although Reis maintains insurance against
fires, floods, and general business interruptions, the amount of
coverage may not be adequate in any particular case.
Furthermore, any damage or disruption could materially impair or
prohibit Reiss ability to provide services, which could
significantly impact its business.
Experienced computer programmers, or hackers, may attempt to
penetrate Reiss network security from time to time.
Although it has not experienced any security breaches to date
and Reis maintains a firewall, a hacker who penetrates network
security could misappropriate proprietary information or cause
interruptions in services. Reis might be required to further
expend significant capital and resources to protect against, or
to alleviate, problems caused by hackers. Reis also may not have
a timely remedy against a hacker who is able to penetrate its
network security. In addition to purposeful security breaches,
the inadvertent transmission of computer viruses or anything
else manifesting contaminating or destructive properties could
expose Reis to litigation or to a material risk of loss. Any of
these incidents could materially impact Reiss ability to
provide services as well as materially impact the confidence of
its customers in its services, either of which could
significantly and adversely impact its business.
Reis
may be subject to regulation of advertising and customer
solicitation or other newly-adopted laws and
regulations.
As part of Reiss customer registration process, its
customers agree to receive emails and other communications from
Reis. However, Reis may be subject to restrictions on its
ability to communicate with customers through email and phone
calls. Several jurisdictions have proposed or adopted
privacy-related laws that restrict or prohibit unsolicited email
or spam. These laws may impose significant monetary penalties
for violations. In addition, laws or regulations that could harm
Reiss business could be adopted, or reinterpreted so as to
affect its activities, by the government of the U.S., state
governments, regulatory agencies or by foreign governments or
agencies. This could include, for example, laws regulating the
source, content or form of information provided on Reiss
website, the information or services it provides or its
transmissions over the Internet. Violations or new
interpretations of these laws or regulations may result in
penalties or damage Reiss reputation or could increase its
costs or make its services less attractive.
27
Reis
may be subject to tax audits or other procedures concerning its
tax collection policies.
Reis does not collect sales or other similar taxes in states
other than New York. However, one or more states (other than New
York) may seek to impose sales tax collection obligations on
out-of-state
companies, such as Reis, which engage in online commerce. A
successful assertion that Reis should collect sales, use or
other taxes on the sale of merchandise or services into these
states could harm its business.
Reiss
revenue, expenses, operating results and cash flows are subject
to fluctuations.
Reiss revenues, expenses, operating results and cash flows
have fluctuated in the past and are likely to continue to do so
in the future. These fluctuations could negatively affect
Reiss results of operations during that period and future
periods. Reiss revenues, expenses, operating results and
cash flows may fluctuate from quarter to quarter due to factors
including, among others, those described below:
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obtaining new customers and retaining existing customers;
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changes in Reiss marketing or other corporate strategies;
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Reiss introduction of new products and services or changes
to existing products and services;
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the amount and timing of Reiss operating expenses and
capital expenditures;
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costs related to acquisitions of businesses or
technologies; and
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other factors outside of Reiss control.
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28
Item 1B. Unresolved
Staff Comments.
Not applicable.
Item 2. Properties.
Wellsford owns or has ownership interests in the following
residential development projects at December 31, 2006:
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Expected
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Number
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Initial
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of Lots/
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Delivery of
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Encumbrance at
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Year
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Units
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Completed
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December 31,
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December 31,
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Property/Location
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Acquired
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Zoned
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Units
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Type
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2006(A)
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2005(A)
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Gold Peak/Denver, CO(B)
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1999
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259
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2006
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Condominiums
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$
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9,550,000
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$
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11,575,000
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The Orchards/East Lyme, CT(C)
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2004
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101
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2006
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Single family home
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$
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10,579,000
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$
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7,226,000
|
|
East Lyme Land/East Lyme, CT
|
|
|
2005
|
|
|
|
60(D
|
)
|
|
|
|
|
|
Single family home lots
|
|
|
N/A
|
|
|
|
N/A
|
|
The Stewardship/Claverack, NY
|
|
|
2004
|
|
|
|
6(E
|
)
|
|
|
2008
|
|
|
Single family home
|
|
|
N/A
|
|
|
|
N/A
|
|
Custom design homes and
lots/Claverack, NY
|
|
|
2004
|
|
|
|
7(E
|
)
|
|
|
2006
|
|
|
Single family home
|
|
$
|
|
|
|
$
|
449,000
|
|
Fordham Tower/Chicago, IL(F)
|
|
|
2004
|
|
|
|
(F
|
)
|
|
|
(F
|
)
|
|
Highrise condominiums
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
(A)
|
|
For a description of encumbrances
for Wellsfords development properties, see the disclosure
in Item 1. Business.
|
|
(B)
|
|
At December 31, 2006,
108 units were sold and 31 units were under contract.
Initial unit deliveries commenced in January 2006.
|
|
(C)
|
|
At December 31, 2006, five
homes were sold and three homes were under contract. Home sales
commenced in June 2006.
|
|
(D)
|
|
The East Lyme Land is contiguous to
the East Lyme property.
|
|
(E)
|
|
The Claverack project is two land
parcels aggregating 300 acres. One land parcel is
subdivided into seven single family home lots on approximately
65 acres. In October 2006, a house and a contiguous lot were
sold. The remaining 235 acres, known as The Stewardship,
which was originally subdivided into six single family home
lots, now is conditionally subdivided into 48 developable single
family home lots. Wellsfords current intent is to complete
the required infrastructure for this section, construct two
model homes and sell lots and homes to individual buyers.
Financing for certain costs is expected to be obtained
during 2007.
|
|
(F)
|
|
On September 15, 2004,
Clairborne Fordham obtained title to the remaining unsold
components of Fordham Tower. Only two residential units remain
unsold at December 31, 2006. Clairborne Fordham intends to
continue the orderly sale of the remaining two residential units
in 2007. One of these two remaining units closed on
March 19, 2007.
|
|
|
Item 3.
|
Legal
Proceedings.
|
Wellsford is not presently a party in any material litigation.
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders.
|
Not applicable.
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
|
Market
Information
Wellsfords common shares are traded on the AMEX under the
symbol WRP. The approximate number of holders of
record of the common shares was approximately 400 at
December 31, 2006. The high and low closing sales prices
per share for the common shares on the AMEX and the dividends
declared for the years ended December 31, 2006 and 2005 are
as follows:
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
2005
|
Quarter
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
High
|
|
Low
|
|
Dividends
|
|
First
|
|
$
|
7.91
|
|
|
$
|
5.55
|
|
|
None
|
|
$15.00
|
|
$13.85
|
|
None
|
Second
|
|
$
|
8.05
|
|
|
$
|
7.06
|
|
|
None
|
|
$17.83
|
|
$13.91
|
|
None
|
Third
|
|
$
|
7.70
|
|
|
$
|
6.71
|
|
|
None
|
|
$19.23
|
|
$17.70
|
|
None
|
Fourth
|
|
$
|
7.60
|
|
|
$
|
6.47
|
|
|
None
|
|
(A)
|
|
(A)
|
|
See below
|
|
|
|
(A) |
|
On December 15, 2005, Wellsford stock began trading
ex-dividend after a $14.00 per share initial liquidating
distribution. The high and low closing prices per share of the
common shares from October 1, 2005 to December 14,
2005 were $19.85 and $18.81, respectively, and from
December 15, 2005 to December 31, 2005 were $6.00 and
$5.70, respectively. |
Dividends
Wellsford made its initial liquidating distribution of
$14.00 per share on December 14, 2005. Wellsford did
not declare or distribute any other dividends during 2006 or
2005.
Issuer
Purchases of Equity Securities
Pursuant to the Plan, Wellsford may repurchase common shares. No
repurchases were made during 2006 or 2005.
Other
Security Information
In December 2006, the Wellsford board of directors amended
Wellsfords charter to reclassify all of the authorized but
unissued shares of Series A 8% Convertible Redeemable
Preferred Stock, Class A-1 Common Stock, and to the extent
such shares remain classified, Class A Common Stock, as
shares of Common Stock of Wellsford. For additional information
concerning Wellsfords capitalization, see Footnote 8
to Wellsfords consolidated financial statements.
30
Item
6. Selected Financial Data.
The following tables set forth selected historical consolidated
financial data for Wellsford and should be read in conjunction
with Wellsfords consolidated financial statements and the
notes related to those financial statements starting at page F-1
and Managements Discussion and Analysis of Financial
Condition and Results of Operations included herein.
Wellsford adopted the liquidation basis of accounting effective
as of the close of business on November 17, 2005.
Information prior to that date is presented on the going concern
basis of accounting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(amounts in thousands, except per share data)
|
|
(Liquidation Basis) (A)
|
|
|
Summary Consolidated Statement of Operations Data (Going
Concern Basis) (A)
|
|
|
|
For the
|
|
|
For the Period
|
|
|
For the Period
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
November 18 to
|
|
|
January 1 to
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
November 17,
|
|
|
For the Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
Net assets in
liquidation beginning of period
|
|
$
|
56,569
|
|
|
$
|
146,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to stockholders (B)
|
|
|
|
|
|
|
(90,597
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net real estate assets
under development, net of minority interest and estimated income
taxes
|
|
|
1,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for option cancellation
reserve
|
|
|
(4,227
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in option cancellation
reserve
|
|
|
926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
1,008
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,768
|
|
|
|
221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in net assets
in liquidation
|
|
|
1,027
|
|
|
|
(90,320
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets in
liquidation end of period
|
|
$
|
57,596
|
|
|
$
|
56,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (C)
|
|
|
|
|
|
|
|
|
|
$
|
13,218
|
|
|
$
|
26,629
|
|
|
$
|
35,057
|
|
|
$
|
29,907
|
|
Costs and expenses (D)
|
|
|
|
|
|
|
|
|
|
|
(23,623
|
)
|
|
|
(37,580
|
)
|
|
|
(37,903
|
)
|
|
|
(33,750
|
)
|
Income (loss) from joint
ventures (E) (F) (G)
|
|
|
|
|
|
|
|
|
|
|
11,850
|
|
|
|
(23,715
|
)
|
|
|
(34,429
|
)
|
|
|
(209
|
)
|
Interest income on cash and
investments (C)
|
|
|
|
|
|
|
|
|
|
|
1,492
|
|
|
|
1,020
|
|
|
|
545
|
|
|
|
605
|
|
Minority interest benefit
|
|
|
|
|
|
|
|
|
|
|
172
|
|
|
|
88
|
|
|
|
85
|
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes,
Convertible Trust Preferred Securities and discontinued
operations
|
|
|
|
|
|
|
|
|
|
|
3,109
|
|
|
|
(33,558
|
)
|
|
|
(36,645
|
)
|
|
|
(3,404
|
)
|
Income tax (expense) benefit(G)
|
|
|
|
|
|
|
|
|
|
|
(91
|
)
|
|
|
130
|
|
|
|
(7,135
|
)
|
|
|
1,322
|
|
Convertible Trust Preferred
Securities distributions, net of tax benefit of $720 in 2002(D)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,099
|
)
|
|
|
(1,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations
|
|
|
|
|
|
|
|
|
|
|
3,018
|
|
|
|
(33,428
|
)
|
|
|
(45,879
|
)
|
|
|
(3,462
|
)
|
Income from discontinued
operations, net of taxes(H)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
725
|
|
|
|
20
|
|
|
|
90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
$
|
3,018
|
|
|
$
|
(32,703
|
)
|
|
$
|
(45,859
|
)
|
|
$
|
(3,372
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share amounts, basic and
diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations
|
|
|
|
|
|
|
|
|
|
$
|
0.47
|
|
|
$
|
(5.17
|
)
|
|
$
|
(7.11
|
)
|
|
$
|
(0.53
|
)
|
Income from discontinued operations
(H)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.11
|
|
|
|
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
$
|
0.47
|
|
|
$
|
(5.06
|
)
|
|
$
|
(7.11
|
)
|
|
$
|
(0.52
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common
share (B)
|
|
$
|
|
|
|
$
|
14.00
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
6,468
|
|
|
|
6,460
|
|
|
|
6,454
|
|
|
|
6,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
6,470
|
|
|
|
6,460
|
|
|
|
6,454
|
|
|
|
6,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
Selected
Historical Consolidated Financial Data of Wellsford
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Net Assets
|
|
|
|
|
|
|
in Liquidation
|
|
|
Summary Consolidated Balance Sheet Data
|
|
|
|
(Liquidation Basis)
|
|
|
(Going Concern Basis)
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
Real estate assets, at cost
|
|
$
|
|
|
|
$
|
|
|
|
$
|
151,275
|
|
|
$
|
147,357
|
|
|
$
|
156,676
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
(21,031
|
)
|
|
|
(16,775
|
)
|
|
|
(12,834
|
)
|
Real estate assets under
development, at estimated value
|
|
|
41,159
|
|
|
|
44,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes receivable
|
|
|
|
|
|
|
158
|
|
|
|
1,190
|
|
|
|
3,096
|
|
|
|
28,612
|
|
Assets held for sale (H)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,335
|
|
|
|
6,256
|
|
Investment in Reis
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
6,790
|
|
|
|
6,790
|
|
|
|
6,790
|
|
Investment in joint ventures
|
|
|
423
|
|
|
|
453
|
|
|
|
7,195
|
|
|
|
46,970
|
|
|
|
87,391
|
|
Cash and cash equivalents
|
|
|
39,050
|
|
|
|
41,027
|
|
|
|
65,864
|
|
|
|
55,378
|
|
|
|
38,582
|
|
Investments in U.S. Government
securities
|
|
|
|
|
|
|
|
|
|
|
27,551
|
|
|
|
27,516
|
|
|
|
|
|
Total assets, at cost
|
|
|
|
|
|
|
|
|
|
|
254,637
|
|
|
|
285,827
|
|
|
|
332,775
|
|
Total assets, at estimated value
|
|
|
108,477
|
|
|
|
126,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for estimated costs during
the liquidation period
|
|
|
18,302
|
|
|
|
24,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for option cancellations
|
|
|
2,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage notes payable
|
|
|
20,129
|
|
|
|
19,250
|
|
|
|
108,853
|
|
|
|
109,505
|
|
|
|
112,233
|
|
Debentures (E)
|
|
|
|
|
|
|
|
|
|
|
25,775
|
|
|
|
|
|
|
|
|
|
Convertible Trust Preferred
Securities (E)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
Total shareholders equity
|
|
|
|
|
|
|
|
|
|
|
98,783
|
|
|
|
131,274
|
|
|
|
176,567
|
|
Net assets in liquidation
|
|
|
57,596
|
|
|
|
56,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other balance sheet information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding
|
|
|
6,647
|
|
|
|
6,471
|
|
|
|
6,467
|
|
|
|
6,456
|
|
|
|
6,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity per share
|
|
|
|
|
|
|
|
|
|
$
|
15.28
|
|
|
$
|
20.33
|
|
|
$
|
27.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets in liquidation per share
|
|
$
|
8.67
|
|
|
$
|
8.74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
See Managements
Discussion and Analysis of Financial Condition and Results of
Operations for significant changes in revenues and
expenses of Wellsford.
|
|
(B)
|
|
Initial liquidating distribution.
|
|
(C)
|
|
Wellsford has reclassified certain
amounts from a component of revenue to interest income on cash
and investments. This reclassification does not result in a
change to the previously reported income (loss) from continuing
operations, net income (loss) or net income (loss) per share for
any of the periods presented.
|
|
(D)
|
|
During the first quarter of 2004,
Wellsford de-consolidated the entity that issued the convertible
trust preferred securities as required by the Financial
Accounting Standards Board Interpretation No. 46R, which we
refer to as FIN 46R. Accordingly, Wellsford presents the
$25,775 of debentures instead of $25,000 of convertible trust
preferred securities on its balance sheet at December 31,
2004. The expense for the debentures of approximately $824 and
$2,100 is included with interest expense as a component of costs
and expenses for the period January 1, 2005 to
November 17, 2005 and the year ended December 31,
2004, respectively, instead of as distributions, net of tax
benefit as it had been presented for the years ended
December 31, 2003 and 2002. In April 2005, Wellsford
completed the redemption of the debentures.
|
|
(E)
|
|
During 2005, Wellsford realized
income of $11,148 from Wellsford/Whitehall including a $5,986
gain on redemption of its interest and approximately $6,000 from
its share of net gains from property sales.
|
|
(F)
|
|
The loss in the 2004 period is
primarily attributable to (1) a $9,000 impairment charge
recorded by Wellsford at September 30, 2004 related to the
sale of its interest in Second Holding,
(2) Wellsfords net $6,606 share of a write-down
of one of Second Holdings investments during the first
quarter of 2004 and (3) Wellsfords share of losses
aggregating $10,437 from Wellsford/Whitehall.
|
|
(G)
|
|
During the fourth quarter of 2003,
Wellsford/Whitehall recorded an impairment charge of
approximately $114,700 related to 12 assets in the portfolio.
Wellsfords share of this impairment charge was
approximately $37,377 in 2003 and as a result, Wellsford
wrote-off related unamortized warrant costs on Wellsfords
books of approximately $2,644 related to Wellsford/Whitehall and
determined at that time that it was not appropriate to carry the
balance of the net deferred tax asset attributable to NOL
carryforwards and recorded a valuation allowance of $6,680 in
the fourth quarter of 2003.
|
|
(H)
|
|
Relates to the classification of
two properties in the Debt and Equity Activities strategic
business unit as a discontinued operation effective as of
June 30, 2003.
|
32
Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
Overview
The following discussion should be read in conjunction with
Selected Financial Data and Wellsfords
consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-K.
Business
and Plan of Liquidation
Recent
Events
On October 11, 2006, Wellsford announced that it entered
into a definitive merger agreement with Reis and Merger Sub and
that the merger was approved by the independent members of
Wellsfords board of directors. At the effective time of
the merger, Reis stockholders will be entitled to receive, in
the aggregate, approximately $34,579,414 in cash and
4,237,673 shares of newly issued Wellsford common stock,
not including shares to be issued to Wellsford Capital. The per
share value of Wellsford common stock, for purposes of the
merger, has been established at $8.16 per share, resulting
in an implied equity value for Reis of approximately
$90,000,000, including Wellsfords 23% ownership interest
in Reis.
Plan
of Liquidation
On May 19, 2005, the Wellsford board of directors approved
the Plan and on November 17, 2005, Wellsfords
stockholders ratified the Plan. The Plan contemplates the
orderly sale of each of Wellsfords remaining assets, which
are either owned directly or through Wellsfords 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. The Plan also permitted Wellsfords board of
directors to acquire more Reis shares
and/or
discontinue the Plan without further stockholder approval. The
initial liquidating distribution of $14.00 per share was
made on December 14, 2005 to stockholders of record on
December 2, 2005. If the merger is consummated and the Plan
is terminated, it will be necessary to recharacterize a portion
of the December 14, 2005 cash distribution of
$14.00 per share from what may have been characterized as a
return of capital for Wellsford stockholders at that time to
taxable dividend income. Wellsford estimates that $1.15 of the
$14.00 per share cash distribution will be recharacterized
as taxable dividend income.
Wellsford contemplated 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.
The creation and operation of a liquidating trust would only
occur if the merger does not close and the Plan is not
terminated.
For all periods preceding stockholder approval of the Plan on
November 17, 2005, Wellsfords financial statements
are presented on the going concern basis of accounting. As
required by GAAP, Wellsford 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.
Wellsfords net assets in liquidation at December 31,
2006 and 2005 were:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Net assets in liquidation
|
|
$
|
57,596,000
|
|
|
$
|
56,569,000
|
|
Per share
|
|
$
|
8.67
|
|
|
$
|
8.74
|
|
Common stock outstanding at each
respective date
|
|
|
6,646,738
|
|
|
|
6,471,179
|
|
The reported amounts for net assets in liquidation present
development projects at estimated net realizable values at each
respective date 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
33
amount also includes reserves for future estimated general and
administrative expenses and other costs and for cash payments on
outstanding stock options during the liquidation. There can be
no assurance that these estimated values will be realized or
that future expenses and other costs will not be greater than
recorded estimated amounts. Such amounts should not be taken as
an indication of the timing or amount of future distributions to
be made by Wellsford if the merger is not consummated and if the
Plan were to continue (see the Liquidation Basis of Accounting
disclosure below).
If the Plan is not terminated, the timing and amount of interim
liquidating distributions (if any) and the final liquidating
distribution will depend on the timing and amount of proceeds
Wellsford will receive on 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 interim liquidating distributions before a final
liquidating distribution if the Plan were not terminated.
The termination of the Plan would result in the retention of
Wellsfords cash balances and subsequent cash flow from the
sales of residential development assets for working capital and
re-investment purposes after the consummation of the merger.
Such cash would not be distributed to Wellsfords
stockholders in the form of a liquidating distribution as had
been contemplated under the Plan.
The following paragraphs summarize certain of the material
actions and events which have occurred regarding the Plan and
certain decisions of Wellsfords board of directors.
In March 2004, Wellsford reported that its board of directors
authorized and retained Lazard, to advise Wellsford on various
strategic financial and business alternatives available to it to
maximize stockholder value. The alternatives included a
recapitalization, acquisitions, disposition of assets,
liquidation, the sale or merger of Wellsford and other
alternatives that would keep Wellsford independent.
In March 2005, the Wellsford board of directors authorized the
marketing of the three residential rental phases of Palomino
Park. In the second quarter of 2005, Wellsford engaged a broker
to market these phases. In August 2005, Wellsford entered
into an agreement to sell these phases for $176,000,000, subject
to, among other things, stockholder approval of the Plan. The
sale closed on November 22, 2005.
The following transactions, which are consistent with the intent
of the Plan, occurred prior to the November 17, 2005
approval of the Plan by the Wellsford stockholders: (1) in
September 2005, Wellsfords interest in its
Wellsford/Whitehall joint venture was redeemed for approximately
$8,300,000; (2) by May 2005, Wellsford retired
$12,680,000 of tax exempt bond financing; (3) in April
2005, Wellsford redeemed its outstanding $25,775,000 of
debentures; and (4) in November 2004, Wellsford received
$15,000,000 for its interest in Second Holding.
Selected
Significant Accounting Policies
Management has selected the following accounting policies which
it believes are significant in understanding Wellsfords
activities, financial position and operating results.
Basis of
Presentation
Liquidation
Basis of Accounting
With the approval of the Plan by the stockholders, Wellsford
adopted the liquidation basis of accounting effective as of the
close of business on November 17, 2005. The liquidation
basis of accounting will continue to be used by Wellsford until
such time that the Plan is terminated. If the stockholders of
Wellsford approve the issuance of additional shares of
Wellsfords common stock and the merger is consummated,
then Wellsford would change from the liquidation basis of
accounting to the going concern basis of accounting upon the
effective termination of the Plan.
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. A Statement
of Net Assets in Liquidation and a Statement of Changes in Net
Assets in Liquidation are the principal financial statements
presented under the liquidation basis of accounting. The
34
valuation of assets at their net realizable value and
liabilities at their anticipated settlement amounts represent
estimates, based on present facts and circumstances, of the net
realizable values of assets and the costs associated with
carrying out the Plan and dissolution based on the assumptions
set forth below. The actual values and costs associated with
carrying out the Plan are expected to differ from the amounts
shown herein because of the inherent uncertainty and will be
greater than or less than the amounts recorded. Such differences
may be material. In particular, the estimates of
Wellsfords costs will vary with the length of time it
operates under the Plan. In addition, the estimate of net assets
in liquidation per share, which except for projects under
development, does not incorporate a present value discount.
Accordingly, it is not possible to predict the aggregate amount
or timing of future distributions to stockholders, as long as
the Plan is in effect, and no assurance can be given that the
amount of liquidating distributions to be received will equal or
exceed the estimate of net assets in liquidation presented in
the accompanying Statements of Net Assets in Liquidation, or the
price or prices at which Wellsfords common stock has
traded or is expected to trade in the future. If the Plan is
terminated, no additional liquidating distributions will be made.
If the merger with Reis is consummated, Wellsfords assets,
liabilities and future operations will be presented on a going
concern basis of accounting with assets being reported at the
lower of historical cost, as adjusted for activity, or market.
Valuation
Assumptions
Under the liquidation basis of accounting, the carrying amounts
of assets as of the close of business on November 17, 2005,
the date of the approval of the Plan by Wellsfords
stockholders, were adjusted to their estimated net realizable
values and liabilities, including the estimated costs associated
with implementing the Plan, were adjusted to estimated
settlement amounts. Such value estimates were updated by
Wellsford as of December 31, 2006. The following are the
significant assumptions utilized by management in assessing the
value of assets and the expected settlement amounts of
liabilities included in the Statements of Net Assets in
Liquidation at December 31, 2006 and 2005.
Net
Assets in Liquidation
Real estate assets under development are primarily reflected at
net realizable value which is based upon Wellsfords
budgets for constructing and selling the respective project in
the orderly course of business. Sales prices are based upon
contracts signed to date and budgeted sales prices for the
unsold units, homes or lots. Sales prices are determined in
consultation with the respective third party companies who are
the sales agent for the project, where applicable. Costs and
expenses are based upon Wellsfords budgets. In certain
cases, construction costs are subject to binding contracts.
Wellsford has assumed that existing construction financing will
remain in place during the respective projects planned
construction and sell out. Anticipated future cost increases for
construction are assumed to be funded by the existing
construction lenders and Wellsford at the present structured
debt to equity capitalization ratios. Wellsford would be
required to make additional equity contributions. For two
projects, Wellsford has assumed that construction loans will be
obtained at currently existing LIBOR spreads and customary
industry debt to equity capitalization levels. The expected net
sales proceeds are discounted on a quarterly basis at 17.5% to
26% annual rates to determine the estimated net realizable value
of Wellsfords equity investment. The effect of changes in
values of real estate assets under development was a net
decrease of approximately $3,079,000 from December 31, 2005
to December 31, 2006. The net decrease results primarily
from the sale of condominium units and homes and changes in the
values of real estate under development, partially offset by the
shortening of the discount period due to the passage of time.
Wellsford reports operating income on the Consolidated
Statements of Changes in Net Assets in Liquidation which is
comprised primarily of interest and other income earned on
invested cash during the reporting periods.
The estimated net realizable value of Wellsfords interests
in Reis is derived from an approximate $90,000,000 equity value
of Reis, based upon the merger terms for valuation purposes at
December 31, 2006 and offers Reis received from potential
purchasers during prior reporting periods.
35
Assets of Wellsfords deferred compensation plan at
December 31, 2005 were included in restricted cash and
investments and were primarily stated at their respective market
values, which equaled the related deferred compensation
liability. The assets and liabilities were transferred as part
of the Beekman transaction, as set forth below, in January 2006.
For the period November 18, 2005 to December 31, 2005,
the Beekman assets were presented at Wellsfords aggregate
cost which equaled its net realizable value. On January 27,
2006, a company which was owned by Jeffrey Lynford, Mr.
Lowenthal, the principal of Wellsfords joint venture
partner in the East Lyme project, and others acquired the
Beekman project for an amount equal to costs and expenses
incurred by Wellsford.
Cash, deposits and escrow accounts are presented at face value.
Wellsfords remaining assets are stated at estimated net
realizable value which is the expected selling price or
contractual payment to be received, less applicable direct costs
or expenses, if any. The assets that have been valued on this
basis include receivables, certain joint venture investments and
other investments.
Mortgage notes and construction loans payable, construction
payables, accrued expenses and other liabilities and minority
interests are stated at settlement amounts.
Reserve
for Estimated Costs During the Liquidation Period
Under the liquidation basis of accounting, Wellsford is required
to estimate and accrue the costs associated with implementing
and completing the Plan. These amounts can vary significantly
due to, among other things, the timing and realized proceeds
from sales of the projects under development and sale of other
assets, the costs of retaining personnel and others to oversee
the liquidation, including the cost of insurance, the timing and
amounts associated with discharging known and contingent
liabilities and the costs associated with cessation of
Wellsfords operations including an estimate of costs
subsequent to that date (which would include reserve
contingencies for the appropriate statutory periods). As a
result, Wellsford has accrued the projected costs, including
corporate overhead and specific liquidation costs of severance
and retention bonuses, professional fees, and other
miscellaneous wind-down costs, expected to be incurred during
the projected period required to complete the liquidation of
Wellsfords remaining assets. Also, Wellsford has not
recorded any liability for any cash operating shortfall that may
result at the projects under development during the anticipated
holding period because management currently expects that
projected operating shortfalls could be funded from the overall
operating profits derived from the sale of homes and condominium
units and interest earned on invested cash. These projections
could change materially based on the timing of any such
anticipated sales, the performance of the underlying assets and
changes in the underlying assumptions of the cash flow amounts
projected as well as other market factors as discussed in the
Risk Factors Section of this annual report on Form 10-K.
These accruals will be adjusted from time to time as projections
and assumptions change.
The following is a summary of the changes in the Reserve for
Estimated Costs During the Liquidation Period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2006
|
|
|
|
Balance at
|
|
|
Adjustments
|
|
|
Balance at
|
|
|
|
December 31, 2005
|
|
|
and Payments
|
|
|
December 31, 2006
|
|
|
Payroll, benefits, severance and
retention costs
|
|
$
|
11,963,000
|
|
|
$
|
(2,981,000
|
)
|
|
$
|
8,982,000
|
|
Professional fees
|
|
|
4,715,000
|
|
|
|
(1,155,000
|
)
|
|
|
3,560,000
|
|
Other general and administrative
costs
|
|
|
7,379,000
|
|
|
|
(1,619,000
|
)
|
|
|
5,760,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
24,057,000
|
|
|
$
|
(5,755,000
|
)
|
|
$
|
18,302,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period November 18, 2005 to December 31,
2005
|
|
|
|
Balance at
|
|
|
Adjustments
|
|
|
Balance at
|
|
|
|
November 18, 2005
|
|
|
and Payments
|
|
|
December 31, 2005
|
|
|
Payroll, benefits, severance and
retention costs
|
|
$
|
12,368,000
|
|
|
$
|
(405,000
|
)
|
|
$
|
11,963,000
|
|
Professional fees
|
|
|
4,837,000
|
|
|
|
(122,000
|
)
|
|
|
4,715,000
|
|
Other general and administrative
costs
|
|
|
7,562,000
|
|
|
|
(183,000
|
)
|
|
|
7,379,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
24,767,000
|
|
|
$
|
(710,000
|
)
|
|
$
|
24,057,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If the merger is consummated, a substantial portion of the
reserve for Estimated Costs During the Liquidation Period will
be reversed upon the reinstatement of the going concern basis of
accounting.
Reserve
for Option Cancellations
At March 31, 2006, Wellsford accrued a liability for cash
payments that could be made to option holders for the amount of
the market value of Wellsfords common stock in excess of
the adjusted exercise prices of outstanding options as of
March 31, 2006. This liability has been adjusted to reflect
the net cash payments to option holders made during the period
from March 31, 2006 through December 31, 2006, the
impact of the exercise of 175,559 options by an officer in
November 2006 and the change in the market price of
Wellsfords common stock during such period. The remaining
reserve for option cancellations is approximately $2,633,000 at
December 31, 2006. The estimate for option cancellations
could materially change from period to period based upon
(1) an option holder either exercising the options in a
traditional manner or electing the net cash payment alternative
and (2) the changes in the market price of the
Companys common stock. At each period end, an increase in
the Companys common stock price would result in a decline
in net assets in liquidation, whereas a decline in the stock
price would increase the Companys net assets in
liquidation.
Going
Concern Basis of Accounting
For all periods preceding the approval of the Plan on
November 17, 2005, Wellsfords financial statements
are presented on the going concern basis of accounting. Such
financial statements reflect the historical basis of assets and
liabilities and the historical results of operations related to
Wellsfords assets and liabilities for the period from
January 1, 2005 to November 17, 2005 and the year
ended December 31, 2004.
Principles
of Consolidation
The accompanying consolidated financial statements include the
accounts of Wellsford and its majority-owned and controlled
subsidiaries and include the assets and liabilities contributed
to and assumed by Wellsford from the Residential Properties
Trust, from the time such assets and liabilities were acquired
or incurred, respectively, by the Residential Properties Trust.
Investments in entities where Wellsford does not have a
controlling interest were accounted for under the equity method
of accounting. These investments were initially recorded at cost
and were subsequently adjusted for Wellsfords
proportionate share of the investments income (loss) and
additional contributions or distributions through the date of
adoption of the liquidation basis of accounting. Investments in
entities where Wellsford does not have the ability to exercise
significant influence are accounted for under the cost method.
All significant inter-company accounts and transactions among
Wellsford and its subsidiaries have been eliminated in
consolidation.
37
Variable Interests
During 2003, the Financial Accounting Standards Board, or FASB,
issued Interpretation No. 46R Consolidation of
Variable Interest Entities, or FIN 46R. Wellsford
evaluates its investments and subsidiaries to determine if an
entity is a voting interest entity or a variable interest
entity, or VIE, under the provisions of FIN 46R. An entity
is a VIE when (1) the equity investment at risk is not
sufficient to permit the entity from financing its activities
without additional subordinated financial support from other
parties or (2) equity holders either (a) lack direct
or indirect ability to make decisions about the entity,
(b) are not obligated to absorb expected losses of the
entity or (c) do not have the right to receive expected
residual returns of the entity if they occur. If an entity or
investment is deemed to be a VIE, an enterprise that absorbs a
majority of the expected losses of the VIE or receives a
majority of the residual returns is considered the primary
beneficiary and must consolidate the VIE. The following table
and footnotes identify Wellsfords VIEs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VIE at
|
|
|
|
|
|
|
December 31,
|
|
Requires
|
|
|
Entity(a)
|
|
2006
|
|
2005
|
|
Consolidation
|
|
|
|
Non-qualified deferred compensation
trust
|
|
|
N/A
|
|
|
|
Yes
|
|
|
|
Yes (b
|
)
|
|
|
|
|
Reis
|
|
|
Yes
|
|
|
|
Yes
|
|
|
|
No (c
|
)
|
|
|
|
|
Wellsford Mantua, LLC
|
|
|
Yes
|
|
|
|
Yes
|
|
|
|
Yes (d
|
)
|
|
|
|
|
Claverack Housing Ventures, LLC
|
|
|
Yes
|
|
|
|
Yes
|
|
|
|
Yes (e
|
)
|
|
|
|
|
Beekman interests
|
|
|
N/A
|
|
|
|
Yes
|
|
|
|
No (f
|
)
|
|
|
|
|
|
|
|
(a)
|
|
For additional information
regarding these entities, see Footnote 11 of
Wellsfords consolidated financial statements.
|
|
(b)
|
|
The non-qualified deferred
compensation trust, which we refer to as the Rabbi Trust or
Deferred Compensation Plan, was a VIE as it does not have its
own equity. Wellsford was the primary beneficiary of the Rabbi
Trust as the assets would be subject to attachment in a
bankruptcy. Wellsford consolidated the assets and liabilities of
the Rabbi Trust at December 31, 2005 and 2004, as well as
for periods prior to the issuance of FIN 46R as appropriate
under other existing accounting literature. During the first
quarter of 2006, the assets and liabilities of the Rabbi Trust
were transferred upon the sale of Beekman (see footnote
(f) below).
|
|
(c)
|
|
Reis is a VIE because as of the
last capital event for that entity in 2002 (the triggering event
for VIE evaluation purposes), it was determined that Reis did
not have sufficient capital to support its business activities
at that time. Consolidation of Reis is not required by Wellsford
as it would not be the primary beneficiary.
|
|
(d)
|
|
Wellsford Mantua is a VIE as the
venture does not have sufficient equity to support its
operations as Wellsford provides 100% of the financing to this
entity and the owners have deminimus equity in the entity.
Wellsford is the primary beneficiary and consolidates this
entity.
|
|
(e)
|
|
Claverack, an entity in which
Wellsford owns a 75% interest in equity and profits (except if
returns exceed 35% per annum as defined) is considered a
VIE, since the original capital is insufficient to support its
contemplated activities. Claverack is consolidated, even though
the two members share business decisions equally, since
Wellsford would be the primary beneficiary of profits or
absorber of losses. At December 31, 2006 and 2005,
Claverack had $452,000 and $62,000, respectively, of restricted
cash and was subject to $449,000 of construction debt at
December 31, 2005 which debt was jointly guaranteed by
Wellsford and the principal of its joint venture partner.
|
|
(f)
|
|
The Beekman contract deposit
interest was determined to be a VIE, however, since
Wellsfords investment was a mortgage interest, Wellsford
has no GAAP equity in the entity and would not be the primary
bearer of losses, consolidation was not appropriate. Wellsford
sold Beekman in January 2006.
|
Real
Estate, Other Investments, Depreciation, Amortization and
Impairment
Costs directly related to the acquisition, development and
improvement of real estate are capitalized, including interest
and other costs incurred during the construction period. Costs
incurred for significant repairs and maintenance that extend the
usable life of the asset or have a determinable useful life are
capitalized. Ordinary repairs and maintenance are expensed as
incurred. Wellsford expensed all lease turnover costs for its
residential units such as painting, cleaning, carpet replacement
and other turnover costs as such costs were incurred.
Depreciation was computed over the expected useful lives of
depreciable property on a straight-line basis, principally
27.5 years for residential buildings and improvements and
two to twelve years for furnishings and
38
equipment. Depreciation and amortization expense was
approximately $3,887,000 and $4,637,000, for the period
January 1, 2005 to November 17, 2005 and for the year
ended December 31, 2004, respectively, and included
approximately $238,000 of amortization for certain costs
previously capitalized to Wellsfords investments in joint
ventures during the year ended December 31, 2004. No
amortization was recorded in 2005 as such capitalized costs
related to the investments in joint ventures were fully
amortized in 2004.
Wellsford has historically reviewed its real estate assets,
investments in joint ventures and other investments for
impairment (1) whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable for assets held for use and (2) when a
determination is made to sell an asset or investment. Under the
liquidation basis of accounting, Wellsford will evaluate the
fair value of real estate assets owned and under construction
and make adjustments to the carrying amounts when appropriate.
Revenue
Recognition
Sales of real estate assets, including condominium units and
single family homes, and investments are recognized at closing
subject to receipt of down payments and other requirements in
accordance with applicable accounting guidelines. The percentage
of completion method is not used for recording sales on
condominium units as down payments are nominal and
collectibility of the sales price from such a deposit is not
reasonably assured until closing. Under the liquidation basis of
accounting, sales revenue and cost of sales are not separately
reported within the Statements of Changes in Net Assets as
Wellsford has already reported the net realizable value of each
development project at the applicable balance sheet dates.
Commercial properties were leased under operating leases. Rental
revenue from office properties was recognized on a straight-line
basis over the terms of the respective leases. Residential units
were leased under operating leases with typical terms of six to
fourteen months and such rental revenue was recognized monthly
as tenants were billed. Interest revenue is recorded on an
accrual basis. Fee revenues were recorded in the period earned,
based upon formulas as defined by agreements for management
services or upon asset sales and purchases by certain joint
venture investments.
Income
Taxes
Wellsford accounts for income taxes under SFAS No. 109
Accounting for Income Taxes. Deferred income
tax assets and liabilities are determined based upon differences
between financial reporting, including the liquidation basis of
accounting and tax basis of assets and liabilities, and are
measured using the enacted tax rates and laws that are estimated
to be in effect when the differences are expected to reverse.
Valuation allowances with respect to deferred income tax assets
are recorded when deemed appropriate and adjusted based upon
periodic evaluations.
Estimates
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could
differ from those estimates.
Changes
in Net Assets and Results of Operations
Changes
in net assets in liquidation for the year ended
December 31, 2006
During the year ended December 31, 2006, net assets in
liquidation increased $1,027,000. This increase is primarily
attributable to (1) operating income of approximately
$1,768,000 which primarily represents interest income earned
from cash and cash equivalents, (2) amounts recognized for
real estate assets under development of $1,552,000 which
resulted from the net effect of sale of condominiums and homes
and value adjustments to the development projects, (3) cash
proceeds of approximately $1,008,000 from the exercise of stock
options by an officer in November 2006 and (4) a decrease
in the option cancellation reserve of $926,000 which primarily
reflects the changes in the market price of Wellsfords
common stock between March 31, 2006 and December 31,
2006, offset by a $4,227,000 provision upon the adoption by the
board of
39
directors of modifications in the terms of Wellsfords
stock option plans during the first quarter of 2006. The
provision resulted from the modification to allow for cash
payments that would be made to option holders, at their
election, as consideration for the cancellation of their options
in the amount of the fair value of Wellsford common stock in
excess of the adjusted exercise prices of outstanding options as
of March 31, 2006.
Changes
in net assets in liquidation from November 18, 2005 to
December 31, 2005
During the period from November 18, 2005 through
December 31, 2005, Wellsford realized operating income of
$221,000 which primarily represents interest income earned from
cash and cash equivalents offset in part by operating costs of
properties under development.
On November 22, 2005, Wellsford completed the sale of its
major asset, the three residential rental phases of the Palomino
Park development for $176,000,000, before closing and other
costs. At this time, Wellsford retired debt of approximately
$94,035,000 and paid interest and debt prepayment costs of
approximately $5,012,000.
On December 14, 2005, Wellsford made the initial
liquidating distribution of $14.00 per common share,
aggregating approximately $90,597,000, to its stockholders.
Comparison
of the results of operations from January 1, 2005 through
November 17, 2005 to the year ended December 31,
2004
Wellsford had net income of $3,018,000, or $0.47 per share
for the period January 1, 2005 to November 17, 2005,
whereas Wellsford had a net (loss) of $(32,703,000) or $(5.06)
per share for the year ended December 31, 2004. The results
for the 2005 period were positively impacted by Wellsfords
share of income from the sale of properties by
Wellsford/Whitehall during the second quarter of 2005 and the
gain of approximately $5,986,000 from the redemption of
Wellsfords interest in Wellsford/Whitehall. The loss in
the 2004 period is primarily attributable to (1) a
$9,000,000 impairment charge recorded by Wellsford at
September 30, 2004 related to the sale of its interest in
Second Holding, (2) Wellsfords net
$6,606,000 share of a write-down of one of Second
Holdings investments during the first quarter of 2004 and
(3) Wellsfords share of losses aggregating
$10,437,000 from Wellsford/Whitehall, including impairment
provisions recorded at December 31, 2004 related primarily
to classifying assets as held for sale and writing down the
assets to expected selling prices, less closing costs
($7,419,000) and losses from operations ($3,307,000) net of net
gains from 2004 asset disposition transactions ($289,000).
As described above, Wellsford sold its largest asset on
November 22, 2005 and thereby ceased all rental operations,
eliminating all rental income and property operating expenses,
management, real estate taxes, depreciation and certain other
costs for these assets. In addition, as described above, the
liquidation basis of accounting requires Wellsford to establish
a liability for all costs expected to be incurred in executing
the Plan. Accordingly, effective November 18, 2005, all
subsequent general and administrative costs incurred are charged
against this liability.
Other than as described below, the Palomino Park sale and the
adoption of the liquidation basis of accounting accounts for the
differences between the 2005 period and the 2004 period.
The final two Silver Mesa condominium units were sold during the
2005 period. Revenue from these sales and the associated cost of
sales were $488,000 and $386,000, respectively, during the 2005
period. During the 2004 period revenues from sales of
residential units and the associated cost of sales from such
units were $12,288,000 and $10,131,000, respectively, from 53
Silver Mesa unit sales. Closing of sales of individual homes and
condominium units at Wellsfords East Lyme and Gold Peak
development projects commenced in 2006.
Interest revenue from debt instruments decreased $118,000 as a
result of the repayment of principal on outstanding loans at the
end of 2004 and the repayment of the loans in full in September
2005.
Fee revenue decreased $279,000. The decrease is primarily
attributable to fees earned from Second Holding in 2004 of
$751,000, with no 2005 equivalent as this investment was sold in
November 2004. This decrease was partially offset by an increase
of $472,000 in asset disposition fees payable by Whitehall
derived
40
from Wellsford/Whitehall sales as such fees were $46,000 during
2004, as compared to fees of $518,000 earned in the 2005 period.
As a result of the redemption of Wellsfords interest in
Wellsford/Whitehall, fee revenue will no longer be earned by
Wellsford.
Depreciation expense decreased $750,000. This decrease primarily
relates to the impact of a full years worth of
depreciation expense on the Palomino Park assets in 2004
($522,000) as well as the amortization related to the Clairborne
Fordham venture recorded in the 2004 period ($170,000) and the
write-off of unamortized Second Holding costs in November 2004
as a result of the sale of that investment, with no 2005
equivalent expense.
Interest expense for mortgages decreased $1,490,000. The
decrease is primarily attributable to net capitalized interest
of $974,000 in 2005 as compared to $489,000 in 2004 as the 2005
period includes interest capitalization on projects with
construction financing and on Wellsfords invested capital
as capitalization on these projects commenced in the later part
of 2004. In addition, the outstanding principal balances with
respect to the Palomino Park phases amortizing loans were
retired upon the sale of these assets in November 2005
($653,000) as well as the $12,680,000 of Palomino Park Bonds
during 2005 ($352,000).
Interest expense for Debentures decreased $1,276,000 as a result
of the redemption in April 2005 ($1,512,000), offset in part by
a write-off of the related balance of the unamortized deferred
debt costs in excess of normal amortization ($236,000).
General and administrative expenses increased $614,000 based
upon prorated 2004 expenses, primarily due to increases in
salaries and incentive payments based upon contractual
obligations, increases in accruals for legal and accounting
based upon higher costs in these categories and transaction
costs in excess of 2004 amounts to accomplish the Plan. Such
increases were partially offset by reductions in certain other
expense categories including the expensing of stock options for
directors in the 2004 period with no such expense during the
2005 period.
Wellsford recognized income of $11,850,000 during the 2005
period from its joint venture investments as compared to a loss
of $(23,715,000) in 2004. An analysis of the change follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
For the
|
|
|
|
|
|
|
January 1 to
|
|
|
Year Ended
|
|
|
|
|
|
|
November 17, 2005
|
|
|
December 31, 2004
|
|
|
Increase
|
|
|
Wellsford/Whitehall(A)(B)
|
|
$
|
11,148,000
|
|
|
$
|
(10,437,000
|
)
|
|
$
|
21,585,000
|
|
Second Holding(C)
|
|
|
|
|
|
|
(13,790,000
|
)
|
|
|
13,790,000
|
|
Clairborne Fordham
|
|
|
702,000
|
|
|
|
512,000
|
|
|
|
190,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from joint ventures
|
|
$
|
11,850,000
|
|
|
$
|
(23,715,000
|
)
|
|
$
|
35,565,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The 2005 period reflects an
aggregate gain of approximately $5,986,000 upon redemption of
Wellsfords 35.21% equity interest during September 2005
(for approximately $8,300,000 of proceeds) and receipt of
$141,000 of additional proceeds in December 2005. Fifteen
properties were sold during the 2005 period for a net gain of
which
Wellsfords
share was approximately $6,000,000. Operations during the 2005
period were impacted by these sales.
|
|
(B)
|
|
The 2004 period was primarily
impacted by (1) impairment provisions recorded at
December 31, 2004 related primarily to classifying assets
as held for sale and writing down the assets to expected selling
prices, less closing costs ($7,419,000) and (2) losses from
operations ($3,307,000) net of (3) net gains from 2004
asset disposition transactions ($289,000).
|
|
(C)
|
|
The loss for 2004 is the result of
(1) a $12,930,000 net impairment charge taken by
Second Holding (of which
Wellsfords
share was $6,606,000) related to the write-down of one of its
investments during the first quarter of 2004, offset by a
partial recovery when the investment was sold in the second
quarter of 2004 and (2) a $9,000,000 impairment charge
recorded by Wellsford at September 30, 2004 related to the
ultimate sale of its interest in the venture in November 2004.
|
Interest income on cash and investments increased $472,000.
Although the 2005 period reflects earnings through
November 17, 2005, interest revenue was greater in 2005
primarily due to higher interest rates during that period.
41
Income tax expense of $91,000 in the 2005 period is net of a net
deferred tax credit of $109,000. The 2004 tax credit of $130,000
is after $300,000 of deferred tax credits. The current taxes
relate to minimum state and local taxes based on capital.
Income from discontinued operations after taxes reflects the
reclassification of the revenue and expenses from property in
the Debt and Equity Activities SBU as a result of the change in
classification to held for sale at June 30, 2003. The
income from discontinued operations of $725,000 for the year
ended December 31, 2004, is primarily attributable to the
sale of the remaining property during April 2004, at which time
Wellsford recognized a reversal of an impairment reserve upon
the completion of that sale and recognized contingent proceeds
from a 2003 property sale during the nine months ended
September 30, 2004, the sum of which aggregated $809,000.
This amount was partially offset by the effect of state income
taxes.
Income
Taxes
Wellsford has NOL carryforwards, for Federal income tax
purposes, resulting from Wellsfords merger with VLP in
1998 and its operating losses in 2004 and 2006. The NOLs
aggregate approximately $58,000,000 at December 31, 2006,
expire in the years 2007 through 2026. The NOLs include an
aggregate of approximately $22,100,000 expiring in 2007 and 2008
and are subject to an annual and aggregate limit on utilization
of NOLs after an ownership change, pursuant to Section 382
of the Code. An ownership change occurred under Section 382
during 2005, resulting in an estimated annual limitation of
approximately $4,700,000. It is expected that the consummation
of the merger will result in an additional ownership change
which will reduce the annual limitation to be approximately
$2,000,000 (based on current interest rates and market prices
for Wellsford common stock) per year through 2026.
A further requirement of the tax rules is that after a
corporation experiences an ownership change, it must satisfy the
continuity of business enterprise requirement (which
generally requires that a corporation continue its historic
business or use a significant portion of its historic business
assets in its business for the two-year period beginning on the
date of the ownership change) to be able to utilize its NOLs.
Although there can be no assurance that this requirement will be
met with respect to any ownership change of Wellsford, including
the merger with Reis, Wellsfords management believes,
based on its present business plan which contemplates the
continuation of its historic real estate business activities,
that Wellsford will satisfy this requirement. If Wellsford were
to satisfy the two-year continuity of business enterprise
requirement, it would then be allowed to continue to use its
existing NOL carryforwards, subject to the new annual
limitation. As a result of the new annual limitation of
approximately $2,000,000 because of the merger, Wellsford
expects that it could only potentially utilize approximately
$30,200,000 of its remaining NOLs existing at December 31,
2006, based on annual limitations and expirations.
Wellsford has recorded net deferred tax liabilities of
approximately $124,000 and $581,000, at December 31, 2006
and 2005, respectively, which are included in accrued expenses
and other liabilities in the accompanying Consolidated
Statements of Net Assets in Liquidation. The reduction in the
deferred tax liability of approximately $457,000 in 2006 is
included as part of the net changes in assets under development
in the accompanying Consolidated Statement of Changes in Net
Assets in Liquidation. Such amount is offset in part by current
state income tax expense of $125,000.
SFAS No. 109 requires a valuation allowance to reduce the
deferred tax assets if, based on the weight of the evidence, it
is more likely than not that some portion or all of the deferred
tax assets will not be realized. Accordingly, management has
determined that valuation allowances of approximately
$30,040,000 and $33,984,000, at December 31, 2006 and 2005,
respectively, are necessary. The reduction in the allowance in
2006 relates primarily to the transfer of the deferred
compensation plan assets. The actual ability to utilize the tax
benefit of any existing NOLs as well as of the tax benefits of
the tax basis of owned assets in excess of the liquidation
value, will be subject to future facts and circumstances with
respect to meeting the above described continuity of
business enterprise requirements at the time NOLs are
being utilized on a tax return and when there are realized
losses on sales of assets.
42
Liquidity
and Capital Resources
Consolidated
for Wellsford
Wellsford expects to meet its short-term liquidity requirements,
such as operating costs, construction and development costs, the
potential purchase of EQRs remaining interest in the
Palomino Park project, cancellation of outstanding stock
options, debt repayments or additional collateral for
construction loans, generally through its available cash, sales
of condominium units and single family homes, the sale or
realization of other assets, releases from escrow reserves and
accounts, distributions from Clairborne Fordham, interest
revenue and proceeds from construction financings, refinancings,
modifications to borrowing capacity on existing construction
loans and the ability to extend maturity dates on existing
construction financings through the use of available extension
options.
Wellsford expects to meet its long-term liquidity requirements
such as future operating costs, construction and development
costs, payments for cancellation of outstanding stock options
and debt service on construction notes payable through the use
of available cash, sales of condominium units, single family
homes and land, proceeds from construction financing,
refinancings, modifications to terms and borrowing capacity on
existing construction loans and the ability to extend maturity
dates on existing construction financings through the use of
available extension options.
The cash portion of the merger consideration is to be funded in
part by the Bank Loan, which consists of $27,000,000 (of which
$25,000,000 may be used to pay the cash portion of the merger
consideration and the payment of related merger costs; the
remaining $2,000,000 may be utilized for Reiss working
capital needs). The remainder of the merger consideration of
approximately $9,600,000 and Wellsfords unpaid transaction
costs of approximately $3,900,000 will be funded with cash from
Wellsford. Reiss available cash is expected to be
sufficient to fund its transaction costs.
The East Lyme Construction Loan and Gold Peak Construction Loan
require Wellsford to have a minimum net worth, as defined, of
$50,000,000. Wellsford may be required to make an additional
$2,000,000 cash collateral deposit for the East Lyme
Construction Loan and a $2,000,000 paydown of the Gold Peak
Construction Loan if Wellsfords net worth, as defined, is
below $50,000,000. Wellsford is required to maintain minimum
liquidity levels at each quarter end for the East Lyme and Gold
Peak Construction Loans, the most restrictive of which is
$10,000,000.
The lender for the East Lyme Construction Loan has also provided
a $3,000,000 letter of credit to a municipality in connection
with the East Lyme project. Wellsford has posted $1,300,000 of
restricted cash as collateral for this letter of credit.
Wellsfords cash and cash equivalents aggregated
approximately $39,050,000 at December 31, 2006. Wellsford
considers such amount to be adequate and expects it to continue
to be adequate to meet operating and lender liquidity
requirements both in the short and long terms during the
liquidation period and if the Plan is terminated as a result of
the merger, such amounts will be adequate to meet any cash needs
at closing in excess of amounts provided by loan proceeds
extended to Reis for the merger and Reiss cash on hand.
Material
Contractual Obligations
The following table summarizes Wellsfords material
contractual obligations as of December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due
|
|
|
|
For the Years Ended
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
Contractual Obligations
|
|
2007
|
|
|
2008 and 2009
|
|
|
Aggregate
|
|
|
Principal payments for mortgage
notes and construction loans payable
|
|
$
|
10,579
|
|
|
$
|
9,550
|
|
|
$
|
20,129
|
|
Operating lease for office
|
|
|
815
|
|
|
|
679
|
|
|
|
1,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$
|
11,394
|
|
|
$
|
10,229
|
|
|
$
|
21,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43
Capital
Expenditures for Development Projects
The following table describes the current estimated capital
expenditure required for development projects:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expected
|
|
|
Expected Amount Funded By
|
|
|
|
Capital Expenditure
|
|
|
Construction
|
|
|
|
|
|
|
|
Project
|
|
Budget for 2007
|
|
|
Financing
|
|
|
Wellsford
|
|
|
Partners
|
|
|
Gold Peak
|
|
$
|
13,168
|
|
|
$
|
11,152
|
|
|
$
|
2,016
|
|
|
$
|
|
|
East Lyme
|
|
|
8,737
|
|
|
|
7,932
|
|
|
|
805
|
|
|
|
|
|
Claverack
|
|
|
4,051
|
|
|
|
1,855
|
|
|
|
1,647
|
|
|
|
549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
25,956
|
|
|
$
|
20,939
|
|
|
$
|
4,468
|
|
|
$
|
549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold
Peak
In 2004, Wellsford commenced the development of Gold Peak, the
final phase of Palomino Park. Gold Peak will be comprised
of 259 condominium units on the remaining 29 acre land
parcel at Palomino Park.
In April 2005, Wellsford obtained development and construction
financing for Gold Peak in the aggregate amount of approximately
$28,800,000, which bear interest at LIBOR + 1.65% per
annum. The Gold Peak Construction Loan matures in November 2009
and has an additional extension option upon satisfaction of
certain conditions being met by the borrower. Principal
repayments are made as units are sold. The balance of the Gold
Peak Construction Loan was approximately $9,550,000 and
$11,575,000 at December 31, 2006 and 2005, respectively.
The outstanding balance on the development portion of the loan
was repaid during 2006 and terminated in February 2007.
Wellsford has a 5% LIBOR cap expiring in June 2008 for the Gold
Peak Construction Loan.
Gold Peak unit sales commenced in January 2006. At
December 31, 2006, there were 31 Gold Peak units under
contract with nominal down payments. The following table
provides information regarding Gold Peak sales:
|
|
|
|
|
|
|
For the Year Ended
|
|
|
December 31, 2006
|
|
Number of units sold
|
|
|
108
|
|
Gross sales proceeds
|
|
$
|
31,742,000
|
|
Principal paydown on Gold Peak
Construction Loan
|
|
$
|
24,528,000
|
|
East
Lyme
Wellsford has a 95% ownership interest as managing member of a
venture which originally owned 101 single family home lots
situated on 139 acres of land in East Lyme, Connecticut
upon which it is constructing houses for sale. Wellsford
purchased the land for $6,200,000 in June 2004.
After purchasing the land, Wellsford executed an agreement with
a homebuilder, or the Homebuilder, who will construct and sell
the homes for this project and is a 5% partner in the project
along with receiving other consideration.
Wellsford obtained construction financing for East Lyme in the
aggregate amount of $21,177,000, to be drawn upon as costs are
expended. The East Lyme Construction Loan bears interest at
LIBOR + 2.15% per annum and matures in December 2007 with
two one-year extensions at Wellsfords option upon
satisfaction of certain conditions being met by the borrower.
Currently, Wellsford does not expect to meet the minimum home
sales requirement condition and, accordingly, the terms of an
extension will have to be negotiated with the lender. The
balance of the East Lyme Construction Loan was approximately
$10,579,000 and $7,226,000 at December 31, 2006 and 2005,
respectively. Wellsford has a 4% LIBOR cap expiring in July 2007
for the East Lyme Construction Loan.
44
During the fourth quarter of 2005, the model home was completed
and home sales commenced in June 2006. At December 31,
2006, three East Lyme homes were under contract. The following
table provides information regarding East Lyme sales:
|
|
|
|
|
|
|
For the Year Ended
|
|
|
December 31, 2006
|
|
Number of homes sold
|
|
|
5
|
|
Gross sales proceeds
|
|
$
|
3,590,000
|
|
Principal paydown on East Lyme
Construction Loan
|
|
$
|
3,246,000
|
|
Wellsford executed an option to purchase the East Lyme Land, a
contiguous 85 acre parcel of land which can be used to
develop 60 single family homes and subsequently acquired the
East Lyme Land in November 2005 for $3,720,000, including
future costs which were the obligation of the seller. The East
Lyme Land requires remediation of pesticides used on the
property when it was an apple orchard at a cost of approximately
$1,000,000. Remediation costs were considered in evaluating the
net realizable value of the property at December 31, 2006
and 2005. The current plans are to obtain separate financing for
the East Lyme Land, complete the necessary infrastructure and
integrate the East Lyme Land into the overall development plan
for East Lyme.
Claverack
Wellsford has a 75% ownership interest in a joint venture that
owns two land parcels aggregating approximately 300 acres
in Claverack, New York. Wellsford acquired its interest in the
joint venture for $2,250,000 in November 2004. One land parcel
is subdivided into seven single family home lots on
approximately 65 acres. The remaining 235 acres, known
as The Stewardship, which was originally subdivided into six
single family home lots, now is conditionally subdivided into 48
developable single family home lots.
Claverack is capitalized with $3,000,000 of capital,
Wellsfords share of which was contributed in cash and the
25% partners contribution was the land, subject to
liabilities, at a net value of $750,000. The land was subject to
a $484,000 mortgage which was assumed by the joint venture (the
balance of this mortgage was $465,000 at December 31, 2004,
bore interest at a rate of 7% per annum and matures in
February 2010). At the closing, an aggregate of
approximately $866,000 owed to affiliates of the 25% partner was
paid from the amount contributed by Wellsford.
In December 2005, Claverack obtained the Claverack Construction
Loan in the aggregate amount of $2,000,000, which was used to
retire the existing mortgage and was drawn upon as needed to
construct a custom design model home. The Claverack Construction
Loan bore interest at LIBOR + 2.20% per annum and matured
in December 2006 with a six-month extension at Wellsfords
option upon satisfaction of certain conditions being met by the
borrower. Such option was exercised and approximately $1,310,000
could be drawn on the Claverack Construction Loan through June
2007. The balance of the Claverack Construction Loan was
approximately $449,000 at December 31, 2005.
In January 2006, the Claverack venture partners contributed
additional capital aggregating approximately $701,000, of which
Wellsfords share was approximately $526,000.
Effective April 2006, Wellsford executed a letter agreement with
its venture partner to enable Wellsford to make advances instead
of requesting funds from the Claverack Construction Loan at the
same terms and rate as the Claverack Construction Loan.
Wellsford advanced approximately $728,000 through
December 31, 2006; such amount remained outstanding at that
date.
During July 2006, the initial home was completed and in October
2006, the home and a contiguous lot were sold for approximately
$1,200,000 and the outstanding balance of the Claverack
Construction Loan of approximately $690,000 was repaid to the
bank. At December 31, 2006, there were no additional houses
under construction on either parcel. In February 2007, Claverack
sold one lot to the venture partner leaving four lots of the
original seven lots available for sale on the 65 acre parcel.
The current intent is to sell the remaining lots in this
section. In January 2007, Claverack obtained conditional
subdivision to 48 lots for The Stewardship. Wellsfords
current intent for The Stewardship is to complete the required
infrastructure for this
45
section, construct two model homes and sell lots and homes to
individual buyers. Financing for certain costs is expected to be
obtained during 2007.
Beekman
In February 2005, Wellsford acquired a 10 acre parcel in
Beekman, New York for a purchase price of $650,000. Wellsford
also entered into a contract to acquire a contiguous
14 acre parcel, the acquisition of which was conditioned
upon site plan approval to build a minimum of 60 residential
condominium units. Wellsfords $300,000 deposit in
connection with this contract was secured by a first mortgage
lien on the property.
As a result of various uncertainties, including that
governmental approvals and development processes may take an
indeterminate period and extend beyond December 31, 2008,
Wellsfords board of directors authorized the sale of the
Beekman interests to Jeffrey Lynford and Mr. Lowenthal, or a
company in which they have ownership interests, at the greater
of Wellsfords aggregate costs or the appraised values. In
January 2006, a company which was owned by Jeffrey Lynford,
Mr. Lowenthal, the principal of Wellsfords joint
venture partner in the East Lyme project, and others acquired
the Beekman project at Wellsfords aggregate cost of
approximately $1,297,000 in cash. This was accomplished through
a sale of the entities that owned the Beekman assets.
Reis
Wellsford currently has a preferred equity investment in Reis
through Wellsford Capital. At December 31, 2006 and 2005,
the carrying amount of Wellsfords aggregate investment in
Reis was $20,000,000 on a liquidation basis, as described below.
Wellsfords investment represents approximately 23% of
Reiss equity on an as converted to common stock basis at
December 31, 2006 and 2005. Such investment, which had
previously been accounted for on the historical cost basis,
amounted to approximately $6,790,000 at December 31, 2004
of which approximately $2,231,000 was held by Wellsford Capital
and approximately $4,559,000 represented Wellsfords share
held through Reis Capital. Such interests were distributed to
Wellsford in October 2006. Prior to the approval of the Plan,
the cost basis method was used to account for Reis as
Wellsfords ownership interest is in shares of non-voting
Reis preferred stock and Wellsfords interests are
represented by one member of Reiss seven member board of
directors. The adjustment to report Reis at estimated net
realizable value upon the adoption of the liquidation basis of
accounting is reflected in the adjustment to net realizable
value of $72,485,000 on the Consolidated Statement of Changes in
Net Assets in Liquidation at November 17, 2005.
The President and primary common shareholder of Reis is Lloyd
Lynford, the brother of Jeffrey Lynford, the Chairman, President
and Chief Executive Officer of Wellsford. Mr. Lowenthal,
Wellsfords former President and Chief Executive Officer,
who currently serves on Wellsfords board of directors, was
selected by Wellsford to also serve as Wellsfords
representative on the board of directors of Reis. He has served
on the Reis board of directors since the third quarter of 2000.
Jeffrey Lynford and Mr. Lowenthal have and will continue to
recuse themselves from any investment decisions made by
Wellsford pertaining to Reis, including the authorization by
Wellsfords board of directors to approve the merger.
In the first quarter of 2006, Reis was considering offers from
potential purchasers, ranging between $90,000,000 and
$100,000,000, to acquire 100% of Reiss capital stock.
Based on these offers, in estimating the net proceeds in valuing
Reis, if Reis were to be sold at that amount, Wellsford would
have received approximately $20,000,000 of proceeds, subject to
escrow holdbacks. These potential sale proceeds are reflected in
Wellsfords net realizable value presentation at December
31, 2005. Subsequent to March 13, 2006, Reis entered into a
letter of intent with one of the potential purchasers and was
negotiating a contract with that potential purchaser. During the
second quarter of 2006, negotiations with that potential
purchaser were terminated. However, prior to such termination,
Reis commenced discussions with another interested party from
whom Reis also received an offer which it was evaluating at that
time. The economic terms of the latter offer were within the
range listed above and supported Wellsfords $20,000,000
valuation of its interest in Reis at June 30, 2006.
46
During May 2006, Wellsfords board of directors established
a committee composed of the independent members to evaluate a
possible transaction with Reis. In June 2006, Lazard and
King & Spalding were retained to advise with respect to
a possible transaction with Reis.
On October 11, 2006, Wellsford announced that it entered
into a definitive merger agreement with Reis and Merger Sub and
that the merger was approved by the independent members of
Wellsfords board of directors. At the effective time of
the merger, Reis stockholders will be entitled to receive, in
the aggregate, approximately $34,579,414 in cash and
4,237,673 shares of newly issued Wellsford common stock,
not including shares to be issued to Wellsford Capital. The per
share value of Wellsford common stock, for purposes of the
merger, has been established at $8.16 per share in the
merger agreement, resulting in an implied equity value for Reis
of approximately $90,000,000, including Wellsfords 23%
ownership interest in Reis. It is expected that this transaction
will be tax-free to Reis stockholders except with respect to the
cash portion of the consideration received. The cash portion of
the merger consideration is to be funded in part by the Bank
Loan, which consists of $27,000,000 (of which $25,000,000 may be
used to pay the cash portion of the merger consideration and the
payment of related merger costs and the remaining $2,000,000 may
be utilized for Reiss working capital needs). The
remainder of the merger consideration will be funded with cash
from Wellsford.
On October 11, 2006, Wellsford received a fairness opinion
from Lazard stating that, subject to the qualifications and
limitations set forth therein, as of that date, the aggregate
consideration to be paid by Wellsford in connection with the
merger was fair to Wellsford from a financial point of view.
Stockholders are urged to read the entire opinion which is
included in the registration statement on Form S-4 initially
filed with the SEC on December 28, 2006 and, as amended, on
March 9, 2007.
After considering a range of values, including the current
market price for Wellsfords stock on the stock portion of
the consideration and the per share price as established for the
merger agreement, Wellsford determined that it is appropriate to
continue to value its investment in Reis at $20,000,000 at
December 31, 2006.
Palomino
Park
With respect to EQRs 7.075% interest in the corporation
that owns the remaining Palomino Park assets, any transaction
for such interest to be acquired by Wellsford would be subject
to negotiation between Wellsford and EQR.
In September 2006, Wellsford sold its Palomino Park
telecommunication assets, service contracts and operations and
in November 2006 it received a net amount of approximately
$988,000. The buyer has held back approximately $396,000 which
will be released in two installments in September 2007 and 2008.
Wellsford believes that this amount will be collected and has
recorded such amount at full value in the statement of net
assets at December 31, 2006. Wellsford had reflected a
value of $900,000 related to the telecommunication assets and
services at December 31, 2005.
Stock
Option Plans
As permitted by the Plan and in accordance with the provisions
of Wellsfords option plans, applicable accounting, the
AMEX rules and Federal income tax laws, Wellsfords
outstanding stock options have been adjusted to prevent a
dilution of benefits to option holders arising from a reduction
in value of Wellsfords common stock as a result of the
$14.00 per share initial liquidating distribution made to
Wellsfords stockholders. The adjustment reduces the
exercise price of the outstanding options by the ratio of the
price of a common share immediately after the distribution
($5.60 per share) to the stock price immediately before the
distribution ($19.85 per share) and increases the number of
common shares subject to outstanding options by the reciprocal
of the ratio. As a result of this adjustment, the 520,665
options outstanding as of December 31, 2005 were converted
into options to acquire 1,845,584 common shares and the weighted
average exercise price of such options decreased from
$20.02 per share to $5.65 per share. Wellsfords
board of directors approved these option adjustments on
January 26, 2006. These adjustments do not result in a new
grant and would not have any financial statement impact. At the
same time, Wellsfords board of directors authorized
amendments to outstanding options to allow an option holder to
receive from Wellsford, in cancellation of the holders
option, a cash payment with respect to each cancelled option
equal to the amount by which the fair market
47
value of the share of stock underlying the option exceeds the
exercise price of such option. Additionally, certain
non-qualified out of the money options which had
original maturity dates prior to December 31, 2008, were
extended by the Wellsford board of directors to the later of
December 31 of the year of original expiration or the
15th day of the third month following the date of the
original expiration.
As a result of the approval process, Wellsford determined that
it was appropriate to record a provision during the first
quarter of 2006 aggregating approximately $4,227,000 to reflect
the modification permitting an option holder to receive a net
cash payment in cancellation of the holders option based
upon the fair value of an option in excess of the exercise
price. The reserve will be adjusted through a change in net
assets in liquidation at the end of each reporting period to
reflect the settlement amounts of the liability and the impact
of changes to the market price of the stock at the end of each
reporting period.
During the year ended December 31, 2006, Wellsford made
cash payments aggregating approximately $668,000 related to
237,426 options cancelled for option holders electing this
method. The remaining reserve for option cancellations reported
at December 31, 2006 on the Consolidated Statement of Net
Assets in Liquidation is approximately $2,633,000 is calculated
based upon the difference in the closing stock price of
Wellsford at December 31, 2006 of $7.52 and the individual
exercise prices of all outstanding in-the-money
options at that date. The estimate for option cancellations
could materially change from quarter to quarter based upon
(i) an option holder either exercising the options in a
traditional manner or electing the net cash payment alternative
and (ii) the changes in the market price of
Wellsfords common stock. At each quarter end, an increase
in Wellsfords common stock price would result in a decline
in net assets in liquidation, whereas a decline in the stock
price would increase Wellsfords net assets in liquidation.
During the year ended December 31, 2006, 17,723 options were
forfeited and 175,559 options were exercised by an officer in
November 2006. This activity and the options cancelled for
cash payments (as described above) resulted in 1,414,876 options
remaining outstanding at December 31, 2006. The weighted
average exercise price of the options outstanding at December
31, 2006 was $5.68 per option.
Other
Items Impacting Wellsfords Liquidity and
Resources
Clairborne
Fordham
In October 2000, Wellsford and PREI organized Clairborne
Fordham, a venture in which Wellsford has a 10% interest.
Wellsfords investment in Clairborne Fordham was
approximately $423,000 and $453,000 at December 31, 2006
and 2005, respectively, on a liquidation basis. Clairborne
Fordham intends to continue the orderly sale of the remaining
two residential units in 2007. One of these two remaining units
closed on March 19, 2007 for aggregate net proceeds of
approximately $897,000, of which approximately $160,000 was
distributed to Wellsford.
The
Effects of Inflation/Declining Prices and Trends on the Sale of
Condominiums and Homes
The continuing increases in energy costs, construction materials
(such as concrete, lumber and sheetrock) and interest rates
could adversely impact our home building businesses. As these
costs increase, our product becomes more expensive to build and
profit margins could deteriorate. In order to maintain profit
margin levels, we may need to increase sale prices of our
condominiums and homes. The continuing rise in energy costs and
interest rates may negatively impact 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 sale price reductions. Wellsford has limited its
exposure from the effects of increasing interest on its
construction loans by purchasing interest caps for the East Lyme
and Gold Peak projects. The East Lyme cap of LIBOR at 4% and the
Gold Peak cap of LIBOR at 5% have both been met at
December 31, 2006.
The number and timing of future sales of any residential units
by Wellsford or by its joint ventures could be adversely
impacted by increases in interest rates and the availability of
credit to potential buyers in 2007.
As the softening of the national housing market continues into
2007, Wellsfords operations relating to residential
development and the sale of homes has been negatively impacted
in markets where Wellsford owns property. Demand at certain of
Wellsfords projects and sales of inventory are lower than
expected resulting in
48
price concessions
and/or
additional incentives being offered, a slower pace of
construction, building only homes which are under contract and
the consideration of selling home lots either individually or in
bulk instead of building homes. Wellsfords Gold Peak
project has not been affected to the same extent as in other
markets where Wellsford conducts business from the softening of
the national housing market. The pace of construction, unit
completions and sales at Gold Peak has also been negatively
impacted during the fourth quarter of 2006 and into the first
quarter of 2007 as a result of severe winter weather conditions
in the Denver, Colorado area.
Changes
in Cash Flows
Comparison
of the year ended December 31, 2006 to the year ended
December 31, 2005
Cash flows for the year ended December 31, 2006 and
combined for the period January 1, 2005 to
November 17, 2005 and for the period November 18, 2005
to December 31, 2005 are summarized as follows:
|
|
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|
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|
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|
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|
|
|
|
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|
For the
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|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
2005
|
|
|
|
December 31,
|
|
|
|
|
|
November 18 to
|
|
|
January 1 to
|
|
|
|
2006
|
|
|
Combined
|
|
|
December 31
|
|
|
November 17
|
|
|
|
Liquidation
|
|
|
|
|
|
Liquidation
|
|
|
Going Concern
|
|
|
|
Basis
|
|
|
|
|
|
Basis
|
|
|
Basis
|
|
|
Net cash (used in) operating
activities
|
|
$
|
(2,598,223
|
)
|
|
$
|
(21,014,213
|
)
|
|
$
|
(4,418,378
|
)
|
|
$
|
(16,595,835
|
)
|
Net cash (used in) provided by
investing activities
|
|
|
(726,021
|
)
|
|
|
206,175,796
|
|
|
|
169,462,078
|
|
|
|
36,713,718
|
|
Net cash provided by (used in)
financing activities
|
|
|
1,347,491
|
|
|
|
(209,998,287
|
)
|
|
|
(185,560,741
|
)
|
|
|
(24,437,546
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) in cash and cash
equivalents
|
|
$
|
(1,976,753
|
)
|
|
$
|
(24,836,704
|
)
|
|
$
|
(20,517,041
|
)
|
|
$
|
(4,319,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in operating activities changed $18,416,000 from
$21,014,000 used in the 2005 period to $2,598,000 used in the
2006 period. The significant components of this change related
to significant amounts of cash aggregating $26,922,000 spent on
the three development projects in 2005 without any sales
activity. During 2006, Wellsford began to close sales on the
projects, particularly Gold Peak where 108 condominium units
were sold, resulting in an overall decline in the balance of
real estate assets under development. During 2006 there were
reductions in the reserve for estimated costs during the
liquidation period from expenditures aggregating $5,755,000
compared to $710,000 in the 2005 period.
Cash flows from investing activities changed $206,902,000 from
$206,176,000 provided in the 2005 period to $726,000 used in the
2006 period. The significant components of the 2005 amounts
related to the (1) sale of the rental operations in Denver,
Colorado in November 2005 for net proceeds of $166,912,000,
(2) redemption of $27,550,000 of U.S. Government
securities in 2005 (whereas there were no redemptions in the
2006 period as all of these securities were fully redeemed in
the fourth quarter of 2005), (3) the return of capital and
redemption proceeds from investments in joint ventures of
$12,793,000 (primarily from sales of assets by
Wellsford/Whitehall during the 2005 period and the redemption of
our interest in that venture in September 2005) and
the repayment of a note receivable of $1,032,000 in September
2005, offset by the October 2005 purchase of half of
EQRs minority interest in the Palomino Park project for
$2,087,000. During the 2006 period, the investing activities
included the January 2006 sale of the Beekman assets for
$1,297,000, offset by deferred merger costs paid during the
period of $2,023,000.
Cash flows from financing activities changed $211,345,000 from
$209,998,000 used in the year ended December 31, 2005 to
$1,347,000 provided in the comparable 2006 period. During the
year ended December 31, 2005, Wellsfords cash used in
financing activities was primarily to pay the initial
liquidating distribution of $14.00 per common share to
stockholders (aggregating approximately $90,597,000) on
December 14, 2005, the retirement of approximately
$134,267,000 of debt and $4,080,000 of distributions for
minority interest. The 2005 debt repayments were primarily
comprised of (1) $95,347,000 of principal
49
payments on mortgages collateralized by the three residential
villages in the Palomino Park sale in November 2005,
(2) the redemption of $25,775,000 of debentures in May 2005
and (3) the redemption of $12,680,000 of Palomino Park
bonds during the year. Borrowings on the East Lyme, Gold Peak
and Claverack construction loans aggregated $29,343,000 during
the 2006 period as compared to $18,890,000 in the 2005 period as
a result of continuing construction activities at these
projects. During the 2006 period, approximately $24,528,000 was
repaid on the Gold Peak Construction Loan from 108 Gold Peak
condominium unit sales, $3,246,000 on the East Lyme Construction
Loan from five East Lyme home sales, and $690,000 on the
Claverack Construction Loan from the sale of one home and a
contiguous lot. The 2006 period also reflects the use of cash
for the payment of option cancellations of $668,000 and the
receipt of cash of $1,008,000 from the exercise of stock options.
During
the period November 18, 2005 to December 31,
2005
During the period November 18, 2005 to December 31,
2005, Wellsford sold its largest asset, the Palomino Park rental
phases, and realized net cash of approximately $70,109,000 after
debt payments, debt prepayment costs, sales expenses, closing
costs, EQRs interest in the sales proceeds and estimated
state and Federal taxes. Such amount plus available cash was
used to pay the initial liquidating distribution of
$14.00 per common share to stockholders (aggregating
approximately $90,597,000) on December 14, 2005.
Additionally, Wellsford incurred construction costs of
approximately $4,021,000 which was funded in part by
approximately $2,423,000 of construction loan proceeds.
Comparison
of January 1, 2005 through November 17, 2005 to the
year ended December 31, 2004
Cash flows used in operating activities increased $7,347,000
from $9,249,000 used in the year ended December 31, 2004 to
$16,596,000 used in the period January 1, 2005 to
November 17, 2005. The significant components of this
change related to (1) a net (loss) of $32,703,000 in the
2004 period primarily due to impairment charges of $15,606,000
from Wellsfords investment in Second Holding and
$7,419,000 from Wellsfords investment in
Wellsford/Whitehall (as previously described in Results of
Operations), (2) net income of $3,018,000 in the 2005
period which included a gain of $5,986,000 from the redemption
of Wellsfords interest in Wellsford/Whitehall,
(3) the effects of selling 51 fewer condominium units at
Silver Mesa in 2005 as compared to 2004 ($8,529,000) and
(4) an increase in construction in process, net of
construction payables, of $9,156,000 (primarily from continuing
construction at Wellsfords Gold Peak and East Lyme
development projects and the 2005 land acquisitions for
Beekman and the additional East Lyme land parcel, whereas the
2004 period included the acquisition of the initial East Lyme
land parcel and other pre-construction costs at East Lyme and
Gold Peak.
Cash flows provided by investing activities increased
$16,098,000 from $20,616,000 provided during the year ended
December 31, 2004 to $36,714,000 provided during the period
January 1, 2005 to November 17, 2005. The increase is
primarily the redemption of $25,000,000 of U.S. Government
securities during 2005. Such increase was offset by the
following decreases between the periods: (1) return of
capital and proceeds from sales and redemptions of investments
in joint ventures decreased $3,141,000 (the 2004 period included
$15,000,000 of proceeds from the sale of Wellsfords Second
Holding interests and the 2005 period included net proceeds of
$8,193,000 from the September 2005 redemption of
Wellsfords interest in Wellsford/Whitehall with the
remaining change due to returns of capital during 2005 in excess
of 2004), (2) the 2004 period included the proceeds from
the sale of a real estate asset by Wellsford in April 2004
($2,694,000), (3) the 2005 purchase of half of EQRs
minority interest in the Palomino Park project ($2,087,000) and
(4) a decrease in the amount of proceeds from the repayment
of mortgage notes receivable between the periods ($1,032,000).
Cash flows used in financing activities increased $23,557,000
from $881,000 used in the year ended December 31, 2004 to
$24,438,000 used in the period January 1, 2005 to
November 17, 2005. This increase is primarily attributable
to the $25,775,000 redemption of Debentures during April 2005
and the retirement of $12,680,000 of Palomino Park Bonds
($2,275,000 in January 2005 and $10,405,000 in May 2005). Such
increases were offset in part by an increase in aggregate
borrowings of $15,771,000 under the Gold Peak and East Lyme
Construction Loans.
50
One of Wellsfords primary market risk exposures has been
to changes in interest rates. Wellsford and its joint venture
investments each generally managed this risk by limiting its
financing exposures to the extent possible by purchasing
interest rate caps.
At December 31, 2006, Wellsfords only exposure to
interest rates was variable rate based construction loans. Such
exposure was minimized through the use of interest rate caps.
The following table presents the effect of an increase in
interest rates of construction loans at December 31, 2006:
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Notional
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|
Amount of
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|
|
Interest Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Caps at
|
|
|
|
|
|
LIBOR at
|
|
|
Additional
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
LIBOR
|
|
|
December 31,
|
|
|
Interest
|
|
(amounts in thousands)
|
|
2006
|
|
|
2006
|
|
|
Cap
|
|
|
2006
|
|
|
Incurred
|
|
|
Construction loans payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With interest rate caps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold Peak Construction Loan
|
|
$
|
9,550
|
|
|
$
|
17,500
|
|
|
|
5.00
|
%
|
|
|
5.32
|
%
|
|
$
|
|
(A)(B)
|
East Lyme Construction Loan
|
|
|
10,579
|
|
|
|
7,400
|
|
|
|
4.00
|
%
|
|
|
5.32
|
%
|
|
|
32
|
(A)(B)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
Without interest rate caps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claverack Construction Loan
|
|
|
|
|
|
|
|
|
|
|
|
%
|
|
|
5.32
|
%
|
|
|
|
(C)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Reflects additional interest which
could be incurred on the loan balance amount in excess of the
notional amount at December 31, 2006 for the effect of a 1%
increase in LIBOR.
|
|
(B)
|
|
An increase in interest incurred
would result primarily in additional interest being capitalized
into the basis of this project.
|
|
(C)
|
|
The Claverack Construction Loan can
be drawn upon up to approximately $1,310 at December 31,
2006. The effect of a 1% increase in LIBOR on this loan if the
entire balance was outstanding would be $13 per year.
|
The following table presents the effect of an increase in
interest rates on construction loans at December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Caps at
|
|
|
|
|
|
LIBOR at
|
|
|
Additional
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
LIBOR
|
|
|
December 31,
|
|
|
Interest
|
|
(amounts in thousands)
|
|
2005
|
|
|
2005
|
|
|
Cap
|
|
|
2005
|
|
|
Incurred
|
|
|
Construction loans payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With interest rate caps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold Peak Construction Loan
|
|
$
|
11,575
|
|
|
$
|
20,000
|
|
|
|
5.00
|
%
|
|
|
4.39
|
%
|
|
$
|
71
|
(A)(B)
|
East Lyme Construction Loan
|
|
|
7,226
|
|
|
|
10,800
|
|
|
|
4.00
|
%
|
|
|
4.39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71
|
|
Without interest rate cap:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claverack Construction Loan
|
|
|
449
|
|
|
|
|
|
|
|
|
%
|
|
|
4.39
|
%
|
|
|
4
|
(B)(C)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
19,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
Represents an increase in LIBOR up
to the interest rate cap.
|
|
(B)
|
|
An increase in interest incurred
would result in additional interest being capitalized into the
basis of this project.
|
|
(C)
|
|
The Claverack Construction Loan can
be drawn upon up to $2,000 at December 31, 2005. The effect
of a 1% increase in LIBOR on this loan if the entire balance was
outstanding would be $20 per year. This table presents the
effect of a 1% increase on the December 31, 2005
outstanding balance.
|
51
|
|
Item 8.
|
Financial
Statements and Supplementary Data.
|
The response to this Item 8 is included as a separate
section of this annual report on
Form 10-K
starting at
page F-1
and is incorporated by reference herein.
|
|
Item 9.
|
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure.
|
None.
|
|
Item 9A.
|
Controls
and Procedures.
|
Evaluation
of Disclosure Controls and Procedures
As of December 31, 2006, Wellsford carried out an
evaluation, under the supervision and with the participation of
its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of Wellsfords
disclosure controls and procedures as defined in the Exchange
Act
Rule 15d-15(e).
Based on this evaluation, Wellsfords Chief Executive
Officer and Chief Financial Officer concluded that the
disclosure controls and procedures are effective in enabling
Wellsford to record, process, summarize and report information
required to be evaluated in Wellsfords periodic filings
within the required time period.
There have been no significant changes in Wellsfords
internal controls over financial reporting, as defined in
Rule 13a-15(f)
under the Exchange Act, that occurred during the quarter ended
December 31, 2006 that have materially affected, or are
reasonably likely to materially affect, Wellsfords
internal control over financial reporting.
|
|
Item 9B.
|
Other
Information.
|
None.
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance.
|
The current executive officers and directors of Wellsford, their
ages and their positions are as follows:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Positions and Offices Held
|
|
Jeffrey H. Lynford
|
|
|
59
|
|
|
Chairman of the Board, Chief
Executive Officer, President and Director**
|
James J. Burns
|
|
|
67
|
|
|
Vice Chairman and Secretary
|
David M. Strong
|
|
|
49
|
|
|
Senior Vice President of
Development
|
Mark P. Cantaluppi
|
|
|
36
|
|
|
Vice President, Chief Financial
Officer
|
Bonnie R. Cohen
|
|
|
64
|
|
|
Director***
|
Douglas Crocker II
|
|
|
67
|
|
|
Director**
|
Meyer S. Frucher
|
|
|
60
|
|
|
Director***
|
Mark S. Germain
|
|
|
56
|
|
|
Director**
|
Edward Lowenthal
|
|
|
62
|
|
|
Director*
|
|
|
|
* |
|
Term expires during 2007. |
|
** |
|
Term expires during 2008. |
|
|
|
*** Term expires during 2009. |
|
|
|
|
|
After the consummation of the proposed merger with Reis, it is
contemplated that the board of directors of Wellsford will be
composed of ten members, including the six existing Wellsford
directors, as well as Lloyd Lynford, Jonathan Garfield, and
another two individuals, Michael J. Del Giudice and
M. Christian Mitchell, both of whom have been appointed by
Wellsfords board of directors effective on the
consummation of the |
52
|
|
|
|
|
merger and both of whom will meet the appropriate independence
standards. Wellsfords board of directors is classified
into three classes. In accordance with the Maryland General
Corporation Law, which we refer to as the MGCL, all four of the
newly appointed directors will stand for election at the 2008
Wellsford annual meeting. They will then be divided among the
three classes. |
Nominee
for Election as a Director
The following individual has been nominated by the Wellsford
board of directors for election as a director at the annual
meeting based on the review and recommendation of the Nominating
Committee:
Edward Lowenthal, age 62, has been a director of
Wellsford since its formation in January 1997.
Mr. Lowenthal served as the President and Chief Executive
Officer of Wellsford from its formation until his retirement on
March 31, 2002. Mr. Lowenthal served as the President
and Chief Executive Officer and as a trustee of the Residential
Property Trust from its formation in July 1992 until
consummation of the merger with EQR in May 1997.
Mr. Lowenthal is President of Ackerman Management LLC, a
real estate advisory and investment firm. Mr. Lowenthal
currently serves as a director of Reis, Omega Healthcare, Inc.,
a healthcare REIT, American Campus Communities, a student
housing REIT and Homex, a Mexican home builder. He is also a
trustee of the Manhattan School of Music.
Other
Directors
Bonnie R. Cohen, age 64, has been a director of
Wellsford since June 2003. Ms. Cohen has been a principal
of B R Cohen and Associates, a consulting firm, since January
2002. From 1998 to 2002, Ms. Cohen served as Under
Secretary for Management of the U.S. Department of State
where she was responsible for the
day-to-day
operations of the State Department including all embassies,
personnel, finance, budget, information systems and consultant
affairs. Prior to assuming the position at the State Department,
Ms. Cohen was Assistant Secretary for Policy, Management
and Budget at the U.S. Department of the Interior.
Ms. Cohen is also a director of Cohen and Steers Investment
Company, a manager of over 15 real estate mutual funds, Moriah
Fund and the Posse Foundation. She is chair of the Global
Heritage Fund. Ms. Cohen received a Masters in Business
Administration from Harvard Business School where she is on the
visiting committee.
Douglas Crocker II, age 67, has been a director
of Wellsford since May 1997. Mr. Crocker was Chief
Executive Officer, President and a Trustee of EQR from March
1993 until December 31, 2002, and also served as Vice
Chairman of EQR from January 1, 2003 through May 2003. EQR
is a REIT that owns and operates residential properties and is
the general partner of ERP Operating Limited Partnership.
Mr. Crocker remains very active in the multifamily housing
industry, serving on boards or committees of various multifamily
housing associations. Mr. Crocker is a past Trustee of the
Multifamily Council of the Urban Land Institute and former
member of the Board of Governors of NAREIT. Mr. Crocker is
past chairman of the National Multi Housing Council and on the
Advisory Board of the DePaul University Real Estate School.
Mr. Crocker also serves as a director of the following
companies in the real estate industry: Reckson Associates, an
office building REIT specializing in the New York metropolitan
area; Ventas, Inc., a leading healthcare related REIT; Post
Properties, a multifamily REIT; and Acadia Realty Trust, a REIT
which owns and operates shopping centers.
Jonathan Garfield, age 50, has been appointed to
serve as a director of Wellsford upon consummation of the
merger. Mr. Garfield, a founder of Reis, has been the
Executive Vice President and Secretary of Reis and a member of
the Reis board of directors since 1981. Mr. Garfield
created and maintains the applications and database which
contains Reiss time series data on the property,
metropolitan and neighborhood levels. He led the initial
transition to electronic delivery of Reiss information
products by managing the design, production, testing and
maintenance of Reis SE. Mr. Garfield oversees Reiss
corporate reporting, including legal, accounting, audit, tax and
financing issues. Mr. Garfield graduated cum laude from
Pomona College.
Michael J. Del Giudice, age 64, has been appointed
to serve as a director of Wellsford upon consummation of the
merger. Mr. Giudice currently serves as a Senior Managing
Director of Millennium Credit Markets LLC and MCM Securities LLC
which specialize in advising and financing corporate, energy,
real estate and investment management clients. Mr. Del
Giudice is also the Chairman and Managing Director
53
of Rockland Capital Energy Investments LLC, a company which
acquires and restructures independent power projects in North
America and Europe. In addition, Mr. Del Giudice serves as
the Lead Independent Director of Con Edison Inc., Vice Chairman
and trustee of the board of trustees of the New York Racing
Association and Chairman of the Governors Committee on
Scholastic Achievement, an educational non-profit group.
Mr. Del Giudice is also a member of the board of directors
of Barnes & Nobles, Inc., Fusion Telecommunications
Intl. and a member of the board of advisors of Corinthian
Capital Group, LLC.
Meyer Sandy Frucher, age 60, has been a
director of Wellsford since June 2000. Mr. Frucher has
served as Chairman and Chief Executive Officer of the
Philadelphia Stock Exchange since June 1998 after serving on its
Board of Governors since September 1997. From 1988 to 1997,
Mr. Frucher was Executive Vice President-Development of
Olympia & York Companies (U.S.A.) and coordinated and
oversaw all of Olympia & Yorks development
projects in the U.S. From 1988 to 1999, Mr. Frucher
was Trustee and then Chairman of the New York City School
Construction Authority. From 1984 to 1988, he was President and
Chief Executive Officer of Battery Park City Authority.
Mark S. Germain, age 56, has been a director of
Wellsford since May 1997. Mr. Germain served as a trustee
of the Real Properties Trust from November 1992 until the
consummation of its merger with EQR in May 1997. For more than
the past five years, he has been employed by Olmsted Group
L.L.C., which is a consultant to biotechnology and other high
technology companies. Mr. Germain also serves as a director
of several privately-held biotechnology companies and of Stem
Cell Innovations, Inc., a publicly traded company. He is a
graduate of NYU School of Law, cum laude, and Order of the Coif,
and was previously a partner in a New York law firm.
Jeffrey H. Lynford, age 59, has been the Chairman of
the Board and a director of Wellsford since its formation in
January 1997. Mr. Lynford has also been the President and
Chief Executive Officer of Wellsford since April 1, 2002.
Jeffrey Lynford previously served as Chief Financial Officer of
Wellsford from June 2000 until December 2000 and as Secretary of
Wellsford from January 1997 to March 2002. Jeffrey Lynford
served as the Chairman of the board and Secretary of the
Residential Property Trust from its formation in July 1992 until
consummation of the merger with EQR in May 1997. Jeffrey Lynford
served as the Chief Financial Officer of the Real Properties
Trust from July 1992 until December 1994. Jeffrey Lynford
currently serves as a trustee and vice-chairman of Polytechnic
University and is a trustee emeritus of the National Trust for
Historic Preservation and the Caramoor Center for Music and the
Arts. Jeffrey Lynford is the brother of Lloyd Lynford.
Lloyd Lynford, age 51, has been appointed to serve
as a director of Wellsford upon consummation of the merger.
Lloyd Lynford, a founder of Reis, has been the President, Chief
Executive Officer and Treasurer of Reis and a member of the Reis
board of directors since 1981 and is primarily responsible for
the firms strategic direction. Lloyd Lynford served on the
board of the Real Estate Research Institute from 1993 to 1997
and served as its President from 1996 to 1997 and also served on
the Editorial Board of the Journal of Real Estate Portfolio
Management. He has lectured at The Wharton School, Berkeley,
MIT, New York University, Columbia University, and Cambridge
University (England). Lloyd Lynford graduated magna cum laude
from Brown University. Lloyd Lynford is the brother of Jeffrey
Lynford.
M. Christian Mitchell, age 52, has been
appointed to serve as a director of Wellsford upon consummation
of the merger. Mr. Mitchell has been a member of the board
of directors of Hanmi Financial Corporation (and its
wholly-owned subsidiary, Hanmi Bank), a bank serving primarily
the
Korean-American
community, since 2004. He is also the designated financial
expert and Chairman of the Audit Committee, as well as a member
of the Finance and Planning and Compliance Committees of Hanmi
Bank. Mr. Mitchell has also served as a member of the board
of directors and as Chairman of the Audit Committee of Special
Value Opportunities Fund, LLC, a closed-end SEC registered
investment company, since 2004. Furthermore, Mr. Mitchell
is also an investor in, and has served on the board of directors
of, First Chicago Bancorp, Inc., a bank holding company in
Chicago, Illinois, since 2006. Mr. Mitchell also has served
as President of the National Association of Corporate Directors,
Southern California Chapter since 2007 and has been an adjunct
accounting professor at the University of Redlands since 2006.
Mr. Mitchell was with Deloitte & Touche LLP from
1977 to 2003, and served as the National Managing Partner,
Mortgage Banking/Finance Companies Practice from 2001 to 2003.
54
Executive
Officers
Each executive officer of Wellsford holds office at the pleasure
of its board of directors. The current executive officers of
Wellsford are as set forth below:
Jeffrey H. Lynford, Chairman of the Board, President and
Chief Executive Officer. Biographical information regarding
Jeffrey Lynford is set forth above under Other
Directors.
James J. Burns, age 67, has been the Vice Chairman
of Wellsford since March 21, 2006 and Secretary of
Wellsford since April 2002. As Vice Chairman of Wellsford,
Mr. Burns is not entitled to be a member of its board of
the directors. Previously, Mr. Burns was Chief Financial
Officer of Wellsford since December 2000 and a Senior Vice
President of Wellsford since October 1999. Mr. Burns served
as Chief Accounting Officer of Wellsford from October 1999 until
December 2000. Mr. Burns was previously a Senior Audit
Partner with Ernst & Youngs E&Y Kenneth
Leventhal Real Estate Group where he was employed for
25 years, including 23 years as a partner.
Mr. Burns is a director of One Liberty Properties, Inc. and
of Cedar Shopping Centers, Inc., both of which are REITs.
Mr. Burns is a Certified Public Accountant and a member of
the American Institute of Certified Public Accountants.
David M. Strong, age 49, has been the Senior Vice
President Development of Wellsford since October
2004. Mr. Strong previously served as Vice
President Development of Wellsford from its
formation in January 1997 until October 2004. Mr. Strong
served as a Vice President of the Trust from July 1995 until
consummation of the Merger in May 1997. From July 1994 until
July 1995, he was Acquisitions and Development Associate of the
Trust. From 1991 to 1994, Mr. Strong was President and
owner of LPI Management, Inc., a commercial real estate company
providing management and consulting services. From 1984 to 1991,
he was a senior executive with the London Pacific Investment
Group, a real estate development, investment and management firm
active in Southern California and Western Canada. From 1979
through 1984, Mr. Strong worked for Arthur Young and
Company (currently known as Ernst & Young), a public
accounting firm where he attained the level of manager.
Mr. Strong is a member of the Canadian Institute of
Chartered Accountants.
Mark P. Cantaluppi, age 36, has been Chief Financial
Officer since March 21, 2006 and Vice President since
November 1999. Previously, Mr. Cantaluppi was Chief
Accounting Officer and Director of Investor Relations of
Wellsford since December 2000. He joined Wellsford in November
1999 as Vice President, Controller and Director of Investor
Relations. From January 1998 to November 1999, he was the
Assistant Controller of Vornado Realty Trust, a diversified
REIT. From 1993 to 1998, Mr. Cantaluppi worked for
Ernst & Young, a public accounting firm, where he
attained the level of manager. Mr. Cantaluppi is a
Certified Public Accountant and a member of the American
Institute of Certified Public Accountants.
Pursuant to both the merger agreement and employment agreements
among Wellsford, Merger Sub, and each of Lloyd Lynford,
Mr. Garfield and William Sander, Reiss current Chief
Operating Officer, that will become effective as of the
effective time of the merger, Lloyd Lynford will serve as Chief
Executive Officer and President of Wellsford and Merger Sub,
Mr. Garfield will serve as the Executive Vice President of
Wellsford and Merger Sub and Mr. Sander will serve as Chief
Operating Officer of Merger Sub. Each of the employment
agreements has a three-year term. Before the effective time of
the merger, Wellsford expects to enter into employment
agreements, or amended employment agreements, as applicable,
with Jeffrey Lynford, Mr. Cantaluppi and certain other
current executive officers of each of Wellsford and Reis.
55
After consummation of the proposed merger, the officers of
Wellsford will be:
|
|
|
Name
|
|
Position
|
|
Lloyd Lynford
|
|
President and Chief Executive
Officer
|
Jonathan Garfield
|
|
Executive Vice President
|
Jeffrey H. Lynford
|
|
Chairman
|
David Strong
|
|
Senior Vice President of
Development
|
Mark P. Cantaluppi
|
|
Vice President, Chief Financial
Officer and
Assistant Secretary
|
James J. Burns
|
|
Vice Chairman and Secretary
|
After consummation of the proposed merger, the officers of Reis
will be:
|
|
|
Name
|
|
Position
|
|
Lloyd Lynford
|
|
President, Chief Executive Officer
and Treasurer
|
Jonathan Garfield
|
|
Executive Vice President and
Secretary
|
Jeffrey H. Lynford
|
|
Chairman
|
William Sander
|
|
Chief Operating Officer and
Assistant Secretary
|
Mark P. Cantaluppi
|
|
Chief Financial Officer and
Assistant Secretary
|
Michael Richardson
|
|
Vice President, Sales
|
However, neither Lloyd Lynford nor Mr. Garfield will be
appointed to the positions indicated until their respective
loans from Reis, aggregating $1,304,572, have been settled in
full. It is anticipated that these loans will be settled
immediately after the merger is consummated by the delivery by
Lloyd Lynford and Mr. Garfield of an aggregate of
159,874 shares of Wellsford common stock that they receive
in the merger (valued at $8.16 per share).
William Sander, age 39, has been the Chief Operating
Officer of Reis since 2001. Mr. Sander has overall
responsibility for the day to day operations of Reis and
supervision of all divisions of Reis. Prior to joining Reis,
Mr. Sander was a Senior Vice President of Product
Management for Primark Corporation, a company that provides
content and software to the financial services industry.
Mr. Sander is a graduate of Marietta College.
Michael Richardson, age 43, has been the Senior Vice
President of Sales for Reis since 2002. Mr. Richardson has
overall responsibility for sales and marketing. From 2001 to
2002, Mr. Richardson was Director of Sales at Openpages,
Inc., a content management software company. Prior to joining
Openpages, Mr. Richardson held various senior sales
management positions, including Managing Director, Nexis
National Accounts at LexisNexis, a publisher of business and
legal information, and Director of Sales at Bolt, Beranek and
Newman, a technology company providing research and development
services. Mr. Richardson graduated with honors from
Wittenberg University.
For the biographies of Lloyd Lynford and Jonathan Garfield, see
above under Other Directors.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires Wellsfords
officers and directors, and persons who beneficially own more
than ten percent of a registered class of Wellsfords
equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and
greater-than-ten-percent
beneficial owners are required by regulation of the SEC to
furnish Wellsford with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received
by it, or written representations from certain reporting persons
that no Forms 5 were required for those persons, Wellsford
believes that, during the fiscal year ended December 31,
2006, its officers, directors and
greater-than-ten-percent
beneficial owners complied with all Section 16(a) filing
requirements applicable to them with respect to their
transactions during 2006.
56
Code
of Business Conduct and Ethics
Wellsford adopted the Wellsford Real Properties, Inc. Code of
Business Conduct and Ethics for Directors, Senior Financial
Officers, Other Officers and All Other Employees, which we refer
to as the Code of Business Conduct and Ethics, as well as a
Policy for Protection of Whistleblowers from Retaliation, which
we refer to as the Whistleblower Policy, on January 31,
2003, as amended on November 17, 2005. The Code of Business
Conduct and Ethics is a set of written standards reasonably
designed to deter wrongdoing and to promote honest and ethical
conduct; full, fair, accurate, timely and understandable
disclosure; compliance with applicable governmental laws, rules
and regulations; prompt internal reporting of code violations;
and accountability for adherence to the code. Wellsford
periodically reviews, updates and revises its Code of Business
Conduct and Ethics and the Whistleblower Policy when it
considers such action to be appropriate. The Code of Business
Conduct and Ethics and the Whistleblower Policy are both posted
on Wellsfords website at
www.wellsford.com/CompanyInfo/Company.html. Wellsford will
provide a copy of the Code of Business Conduct and Ethics to any
person without charge, by contacting Investor Relations at
Wellsfords principal executive office at 535 Madison
Avenue, 26th Floor, New York, NY 10022 or through email at
wrpny@wellsford.com.
Board
Committees
The Wellsford board of directors has established an Executive
Committee, a Compensation Committee, an Audit Committee, a
Nominating Committee and a Governance Committee.
Executive
Committee
During 2006 and through the date of this annual report on Form
10-K/A, the Executive Committee consisted of Jeffrey Lynford and
Messrs. Lowenthal and Crocker. The Executive Committee has
the authority to acquire, dispose of and finance investments for
Wellsford and execute contracts and agreements, including those
related to the borrowing of money by Wellsford, and generally to
exercise all other powers of the board of directors except for
those which may not be delegated to a committee under Maryland
law and those which require action by all directors or the
independent directors or by approval of the stockholders under
the charter or bylaws of Wellsford or under applicable law.
During 2006, the Executive Committee did not hold any formal
meetings; however, the members met from time to time on an
informal basis and acted by written consent on one occasion.
Compensation
Committee
The Compensation Committee acts pursuant to the Compensation
Committee Charter adopted by
the board of directors on March 10, 2003, a copy of which
is posted on Wellsfords website at
www.wellsford.com/CompanyInfo/BoardCommittees.html.
Ms. Cohen and Messrs. Crocker, Frucher and Germain
were Compensation Committee members for all of 2006 and continue
to be members through the date of this annual report on Form
10-K/A. None of the members of the Compensation Committee are
employees of Wellsford. The Compensation Committee reviews
Wellsfords compensation and employee benefit plans,
programs and policies, approves employment agreements and
monitors the performance and compensation of the executive
officers and other employees. During 2006, the Compensation
Committee formally met two times as well as from time to time on
an informal basis and as part of meetings of the board of
directors. See Item 11. Executive
Compensation Compensation
Governance Compensation Committee
Authority below.
Audit
Committee
The Audit Committee acts pursuant to the Audit Committee Charter
adopted by the board on April 20, 2000, as amended on
March 10, 2003, a copy of which is posted on
Wellsfords website at www.wellsford.
com/CompanyInfo/BoardCommittees.html. Ms. Cohen and
Messrs. Crocker, Frucher and Germain were Audit Committee
members for all of 2006 and continue to be members through the
date of this annual report on
Form 10-K/A.
The Audit Committee held four meetings during 2006.
57
Each member of the Audit Committee is required to be financially
literate or must become financially literate within a reasonable
time after appointment to the Audit Committee, and at least one
member of the Audit Committee must have accounting or related
financial management expertise. The board believes that each of
the current members of the Audit Committee has such accounting
or financial management expertise. The board has also determined
that Mr. Crocker is an audit committee financial
expert, as such term is defined under the regulations of
the SEC, and that all of the Audit Committee members are
independent as defined under the AMEXs standards and
Section 10A(m)(3) of the Exchange Act. Biographical
information regarding Mr. Crocker is set forth above under
Other Directors.
In accordance with Section 3(a)(58)(A) of the Exchange Act,
the Audit Committee was established by the Wellsford board of
directors for the purpose of, among other things, overseeing
Wellsfords accounting and financial reporting processes
and audits of Wellsfords financial statements. To this
end, the Audit Committee is responsible for engaging, setting
compensation for and overseeing the work of Wellsfords
independent registered public accounting firm. The Audit
Committee has established a policy requiring its pre-approval of
all audit and permissible non-audit services provided by the
independent registered public accounting firm. The policy
provides for the general pre-approval of specific types of
services, gives detailed guidance to management as to the
specific services that are eligible for general pre-approval and
provides specific cost limits for each such service on an annual
basis. The policy requires specific pre-approval of all other
permitted services. For both types of pre-approval, the Audit
Committee considers whether such services are consistent with
the rules of the SEC on auditor independence. The policy
prohibits the Audit Committee from delegating to management the
Audit Committees responsibility to pre-approve permitted
services of the independent registered public accounting firm.
Requests for pre-approval for services that are eligible for
general pre-approval must be detailed as to the services to be
provided and the estimated total cost and must be submitted to
Wellsfords Chief Financial Officer. The Chief Financial
Officer then determines whether the services requested are of
the type that are eligible for general pre-approval by the Audit
Committee. The independent registered public accounting firm and
management must report to the Audit Committee on a timely basis
regarding the services provided by the independent registered
public accounting firm in accordance with the procedures for
general pre-approval.
Audit
Committee Report
During 2006, the Audit Committee engaged the independent
registered public accounting firm, reviewed with the independent
registered public accounting firm the plans for and results of
the audit engagement, approved the professional (including
non-audit) services provided by the independent registered
public accounting firm, reviewed the independence of the
independent registered public accounting firm, considered the
range of audit and non-audit fees, discussed the adequacy of
Wellsfords internal accounting controls with management
and the independent registered public accounting firm, reviewed
any related party transactions and reviewed and approved the
issuance of the quarterly financial statements and disclosures
in Wellsfords
Form 10-Qs
and year-end financial statements and disclosures in
Wellsfords
Form 10-K
before each document was filed with the SEC.
The Audit Committee met and held discussions with management and
the independent registered public accounting firm. Management
represented to the Audit Committee that Wellsfords
consolidated financial statements were prepared in accordance
with GAAP, and the Audit Committee has reviewed and discussed
the audited consolidated financial statements with management
and the independent registered public accounting firm. The Audit
Committee reviewed with the independent registered public
accounting firm, which is responsible for expressing an opinion
on the conformity of those audited financial statements with
GAAP, its judgment as to the quality, not just the acceptability
of Wellsfords accounting principles. The Audit Committee
also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit
Committees). Wellsfords independent registered public
accounting firm provided to the Audit Committee the written
disclosures required by the Independence Standards Boards
Standard No. 1, and the Audit Committee discussed with the
independent registered public accounting firm that firms
independence.
58
Based on the Audit Committees discussion with management
and the independent registered public accounting firm and the
Audit Committees review of the representations of
management and the report of the independent registered public
accounting firm to the Audit Committee, the Audit Committee
recommended that the Wellsford board of directors include the
audited consolidated financial statements in Wellsfords
Annual Report on
Form 10-K
for the year ended December 31, 2006 filed with the SEC.
Mark S. Germain, Chairman of the Audit Committee
Bonnie R. Cohen, Audit Committee member
Douglas Crocker II, Audit Committee member
Meyer S. Frucher, Audit Committee member
Nominating
Committee
The Nominating Committee acts pursuant to the Nominating
Committee Charter adopted by the board on January 31, 2003,
a copy of which is posted on Wellsfords website at
www.wellsford.com/CompanyInfo/BoardCommittees.html. The
Nominating Committee generally consists of non-employee
directors whose terms as directors of Wellsford will not expire
at the next annual meeting of stockholders. Accordingly, the
Nominating Committee for the 2007 annual meeting consists of Ms.
Cohen and Messrs. Crocker, Frucher and Germain, none of
whom is up for re-election as a director during 2007. All four
members of the Nominating Committee for the 2007 Wellsford
annual meeting are considered independent by the AMEXs
standards. The Nominating Committee held one meeting during 2006.
The Nominating Committee reviews and makes recommendations to
the board as to the nominees for election as directors of
Wellsford including recommendations concerning the
qualifications and desirability of any stockholder nominees. The
Nominating Committee will consider candidates for nomination as
a director recommended by Wellsfords stockholders,
directors, officers, third-party search firms and other sources.
In evaluating a candidate, the Nominating Committee considers
the attributes of the candidate, including his or her
independence, integrity, diversity, experience, sound judgment
in areas relevant to Wellsfords businesses, and
willingness to commit sufficient time to the board, all in the
context of an assessment of the perceived needs of the board at
that point in time. Maintaining a balanced experience and
knowledge base within the total board includes considering
whether the candidate: (1) has work experience with
publicly traded
and/or
privately held for profit businesses in the real estate market
or in other industries; (2) has significant direct
management experience; (3) has knowledge and experience in
financial services and capital markets; and (4) has unique
knowledge and experience and can provide significant
contributions to the boards effectiveness. Each director
is expected to ensure that other existing and planned future
commitments do not materially interfere with his or her service
as a director. There are no specific minimum qualifications that
the Nominating Committee believes must be met by a candidate.
All candidates are reviewed in the same manner, regardless of
the source of the recommendation.
As part of the negotiations related to the proposed merger with
Reis, the Reis board of directors introduced M. Christian
Mitchell to the Nominating Committee for consideration as a
potential candidate for the Wellsford board of directors.
Similarly, Michael J. Del Giudice was introduced to the
Nominating Committee by Mr. Frucher, one of
Wellsfords non-management directors. In both cases, the
Nominating Committee then evaluated the candidates and
recommended them to the full board of directors. No third- party
firm was involved and no fees were paid in connection with
identifying potential candidates.
Wellsford currently intends to combine its Nominating and
Governance Committees into a single committee with
Mr. Frucher serving as Chairman of the combined committee.
When the Nominating and Governance Committees are combined,
Wellsford will post a copy of the combined charter on its
website.
Governance
Committee
The Governance Committee acts pursuant to the Governance
Committee Charter adopted by the board on March 10, 2003, a
copy of which is posted on Wellsfords website at
www.wellsford.com/CompanyInfo/BoardCommittees.html.
Ms. Cohen and Messrs. Crocker, Frucher and Germain
were Governance Committee
59
members for all of 2006 and continue to be members through the
date of this annual report on Form 10-K/A. The Governance
Committee is responsible for recommending to the board the
corporate governance guidelines applicable to Wellsford and to
lead the board in its annual review of the boards
performance.
The board as a whole believes it is important for Wellsford not
only to comply with all current regulatory and legislative
requirements, but also to adopt and abide by high standards in
its governance structure and activities. The board ensures
compliance with the Sarbanes-Oxley Act of 2002 as well as the
corporate governance and other provisions of the AMEX.
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Item 11.
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Executive
Compensation.
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Executive
Compensation
Compensation
Discussion and Analysis
The following discussion and analysis of compensation for
Wellsfords named executive officers during the year ended
December 31, 2006 should be read together with the
compensation tables and related disclosures set forth below.
This discussion contains forward looking statements that are
based on Wellsfords current plans, considerations,
expectations and determinations regarding future compensation
programs that we expect to adopt in connection with the merger.
Actual compensation programs that are ultimately adopted may
differ materially from currently planned programs as summarized
in this discussion.
Introduction
Wellsfords current compensation arrangements, which were
adopted in connection with the Plan, were designed to retain the
necessary key and administrative personnel to carry out the
Plan. As a result, certain employees were terminated and
employment contracts and arrangements were modified to meet the
expected requirements of the Plan. Existing arrangements with
certain key employees of Wellsford will be modified as a result
of the merger with Reis and other arrangements will be entered
into with certain key employees of Reis as a result of the
merger.
Wellsfords named executive officers during 2006 were
Jeffrey H. Lynford, currently Chairman of the Board, Chief
Executive Officer and President; James J. Burns, Vice Chairman
and Secretary and formerly Chief Financial Officer until
March 21, 2006; Mark P. Cantaluppi, Vice President and
current Chief Financial Officer; David M. Strong, Senior Vice
President Development; and William H. Darrow II, who was
Vice President and Managing Director until June 30, 2006.
Compensation
Governance
Compensation
Committee Authority
Executive Officer compensation is administered by the
Compensation Committee which is composed currently of all the
independent directors of the board (Messrs Crocker (Chairman),
Germain, Frucher and Mrs. Cohen). They all have served on
the Compensation Committee since at least 2004 and have approved
the 2006 and 2007 compensation arrangements described in this
compensation discussion and analysis. Wellsfords
Compensation Committee charter, which was adopted by the board
of directors on March 10, 2003, provides for the committee
to have direct responsibility for the following, among other,
matters:
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approving, in advance, the compensation and employment
arrangements for Wellsfords executive officers;
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reviewing all of the compensation and benefit plans and programs
in which Wellsfords executive officers
participate; and
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reviewing and recommending changes to Wellsfords
equity-based plans to the Wellsford board of directors, as
appropriate, subject to stockholder approval as required.
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The Compensation Committee charter is available on
Wellsfords website at
www.wellsford.com/CompanyInfo/BoardCommittees.
60
Wellsfords board of directors has determined that each
Compensation Committee member is independent under the listing
standards of the AMEX, the National Association of Securities
Dealers, the SEC rules and the relevant securities laws, and
that each member is an outside director as defined
in Section 162(m) of the Code. In 2006, the Compensation
Committee formally met two times as well as met from time to
time on an informal basis and as part of meetings of the board
of directors.
Role of
Compensation Experts
Pursuant to its charter, the Compensation Committee is
authorized to obtain at Wellsfords expense compensation
surveys, reports on the design and implementation of
compensation programs for directors, officers and employees, and
other data and documentation as the Compensation Committee
considers appropriate. In addition, the Compensation Committee
has the sole authority to retain and terminate any outside
counsel or other experts or consultants engaged to assist it in
the evaluation of compensation of our directors and executive
officers, including the sole authority to approve such
consultants fees and other retention terms. The
Compensation Committee retained the services of compensation
consultant during 2004 to evaluate our Chief Executive
Officers compensation arrangements. That report is the
basis for Jeffrey Lynfords existing compensation
arrangements. In addition for 2006, the Compensation Committee
considered the following factors, among other matters, in
determining compensation levels for executive officers:
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the qualifications, skills and experience level of the
respective executive officer;
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the position, role and responsibility of the respective
executive officer in the company; and
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the general business and particular compensation experience and
knowledge that the Compensation Committee members gained through
their respective combined experience working in and with
publicly held companies in similar industries.
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In 2005, Frederic W. Cook & Co. Inc., which we refer to
as Cook, was engaged by the Compensation Committee to advise on
the impact of Wellsfords December 14, 2005
$14.00 per share cash distribution and the anti-dilution
provisions in the relevant incentive plans.
The Compensation Committee also engaged Cook in September 2006
with respect to 2007 compensation arrangements, as described
below under Compensation Committee Evaluation
of Executive Officer Compensation Policies to be applied in 2007
for Wellsford and Reis Key Officers.
Role of
Our Chief Executive Officer in the Compensation
Process
Jeffrey Lynford was involved in providing recommendations to the
Compensation Committee in its evaluation of compensation amounts
for the executive officers other than himself, including the
terms of their employment agreements. Mr. Strongs
compensation arrangements are subject to an employment
agreement. Mr. Darrows 2006 compensation arrangements
were subject to a termination agreement signed in January 2006.
Jeffrey Lynford signed an employment agreement in 2004, which
expires on December 30, 2007, although Wellsford expects to
enter into a new agreement with him before the merger.
Messrs. Burns and Cantaluppi also have employment
agreements. All agreements were approved in advance by the
Compensation Committee.
Named
Executive Officer Compensation Strategy
The existing 2006 compensation arrangements for named executive
officers were designed, to a large extent, to retain the
necessary key employees to implement the Plan. Because Wellsford
has been in liquidation since November 2005, the Wellsford board
of directors determined that it was not appropriate to grant
equity compensation to employees or directors in 2006.
61
Components
of Compensation
Named executive officer compensation during the year ended
December 31, 2006 is comprised of the following:
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Contractual
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Additional
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Base
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Minimum
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Discretionary
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Name
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Salary
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Bonus (A)
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Bonus (A)
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Jeffrey H. Lynford
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$
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375,000
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$
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355,000
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$
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Mark P. Cantaluppi
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196,350
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98,175
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176,825
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James J. Burns
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155,800
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77,900
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225,100
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David M. Strong
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211,612
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158,710
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100,000
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William H. Darrow II
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115,927
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87,500
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(A) |
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Contractual minimum bonuses and additional discretionary bonuses
for 2006 were paid to the executive officers on January 11,
2007. Bonuses for 2005 were paid on January 12, 2006. |
Base
Salary and Contractual Minimum Bonus
Wellsfords historic compensation philosophy has been to
pay a base salary to provide a source of monthly income and to
pay annually a year-end minimum bonus based on amounts agreed to
in the respective executives employment contract. In
determining the combined amounts, consideration was given to the
executives qualifications and experience, scope of
responsibilities, the executives past performance and
future potential and the relationship of pay to other Wellsford
employees. The Compensation Committee also considered the
reasonableness of the amounts being paid and the need to retain
the remaining small core of executives and other employees
because of their unique knowledge of the companys
business. Lastly, the committee considered the potential
difficulty in recruiting qualified replacements for positions
which would have a certain termination date.
Wellsford and Mr. Darrow entered into an agreement in
January 2006, pursuant to which Mr. Darrow was employed by
Wellsford as an executive officer through June 30, 2006.
For the period beginning on January 1, 2006 and ending on
June 30, 2006, Mr. Darrow was entitled to a base
salary of $115,927 and a bonus of $87,500. In addition,
Mr. Darrow received a lump sum severance payment in the
amount of $445,281 in July 2006 in recognition of his nine
years of service.
Incentive
Based Bonuses
Wellsford uses incentive based compensation for certain of its
employees. These bonuses are a direct result of meeting defined
financial
and/or
operational goals. Mr. Strongs contract includes
incentive bonuses based on an internal rate of return realized
from the Palomino Park project and bonuses based on the
successful sale of newly constructed condominium units and
profits from the Gold Peak phase of Palomino Park. During 2005,
Mr. Strong earned approximately $604,000 (paid in January
2006) of his Palomino Park incentive bonus as a result of
the sale of the rental phases of the project. By
December 31, 2006, Wellsford accrued approximately $108,000
related to Mr. Strongs Gold Peak incentive based
bonuses, none of which has been paid to Mr. Strong and will
not be paid until profit goals are completely attained. For a
discussion of the terms of Mr. Strongs contract, see
Employment Agreements Other
Executive Officers below.
Jeffrey Lynfords employment agreement provides that he
would receive a lump sum payment of $1,929,000 on the
termination of his employment under certain circumstances. His
contract also provides that this payment could be accelerated if
Wellsford sold a certain percentage of assets within each of its
business units during the term of his employment. In January
2006, Jeffrey Lynford was paid $643,000 as the third and final
portion of this payment, which was earned in November 2005 as a
result of the sale of the rental phases of the Palomino Park
project. Before 2006, Jeffrey Lynford was paid two separate
installments, each in the amount of $643,000, on the completion
of sales related to two of Wellsfords other business units.
62
Discretionary
Bonuses
Discretionary bonuses are also given to certain employees.
Discretionary bonuses for executives are based on the
achievements of the individual, the business achievements by
Wellsford during the year and the additional time demands placed
on executives.
Mr. Cantaluppi was paid an additional bonus as result of
his efforts relating to the merger agreement with Reis, the Bank
Loan and the initial filing of the joint proxy
statement/prospectus on December 28, 2006. Once the
decision was made to pursue a merger with Reis and then file the
joint proxy statement/prospectus with Reis, his time commitment
and workload were greatly increased.
As part of the Plan, the Wellsford board of directors requested
that Mr. Burns reduce and modify his employment to two days
a week and, accordingly, modified his level of compensation
beginning on April 1, 2006. His expected primary
responsibility at that time was to coordinate the preparation of
Wellsfords 2005 Federal, state and local tax returns. As a
result of the decision to pursue a merger with Reis,
Mr. Burns was required to greatly increase his time
commitments to Wellsford starting in June 2006. At that time his
salary was not increased. Mr. Burns worked on negotiating
the merger agreement with Reis, coordinated the work of Lazard
in connection with their due diligence and fairness opinion
efforts in regard to Reis and worked with the due diligence
providers relating to Reiss historical financial
statements and tax returns. He also worked on the earnings and
profits study to determine the taxable amount of the December
2005 $14.00 per share cash distribution. He also spent time
assisting in the completion of the filing of the joint proxy
statement/prospectus. Mr. Burnss additional bonus was
for this additional working time and workload.
Mr. Strongs additional bonus was attributable to his
success in arranging the sale of Wellsfords
telecommunications assets and services at its Palomino Park
project, achieving a profit equal to 50% greater than the
original budget and successfully negotiating settlement with
Wellsfords partner in such operations.
Retention
Arrangements
As each of Messrs. Burns, Cantaluppi, and Strong have had
significant roles historically in the operations and business
strategy of Wellsford, their current employment agreements
contain compensation provisions intended to incentivize each of
them to remain with Wellsford through implementation of the
Plan, which Wellsford anticipated would be complete by
December 31, 2008.
Mr. Burns agreement provides that, unless earlier
terminated for cause or due to Mr. Burns death or
disability, for the period from January 1, 2006 through
December 31, 2008, he will accrue a retention-based bonus
of a maximum of $225,000, or $75,000 per full calendar year
that he remains with Wellsford, which he will be entitled to in
a lump sum payment as of December 31, 2008.
Mr. Cantaluppis agreement provides that transferring
Wellsfords assets into a liquidating trust is a
change of control event, which triggers a lump sum
payment to him of twice his annual salary in effect at that
time, plus a pro rated portion of the minimum annual bonus
payable to him for the year during which such an event occurs.
Wellsford included the transferring of assets into a liquidating
trust as a trigger for this payment specifically to ensure that
Mr. Cantaluppi remained employed until that time. Although
no change of control will have occurred as a result of the
merger, it is anticipated that Mr. Cantaluppi will receive a
one-time lump sum payment of $413,000. The amount expected to be
paid to Mr. Cantaluppi is not contractual, but was
determined by the Wellsford Compensation Committee to be an
appropriate amount to compensate him for the amount he would
have been entitled to receive at the time Wellsfords
assets were transferred into a liquidating trust, which would
occur if Wellsford did not consummate the merger.
Mr. Strongs agreement provides that, unless earlier
terminated for cause or his death or disability, on the earlier
of December 31, 2008 or the sale of all condominium units
in the Gold Peak project, he will receive, as a retention-based
bonus, a lump sum payment of twice his annual salary in effect
at that time. Wellsford
63
intended that Mr. Strong remain employed for a period
sufficient to allow him to complete the sale of certain of
Wellsfords assets prior to the Plan being fully
implemented.
Long-Term
Compensation Philosophy
In prior years, the Compensation Committee sought to enhance the
profitability of Wellsford, and thus stockholder value, by
closely aligning the financial interests of Wellsfords
executive officers with those of its stockholders. After the
merger, the Compensation Committee will continue to adhere to
this philosophy. The Compensation Committee believes that
Wellsfords compensation program should:
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emphasize stock ownership and, thereby, tie long-term
compensation to increases in stockholder value;
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enhance Wellsfords ability to attract and retain qualified
executive officers; and
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stress teamwork and overall company results.
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Long-term incentives are designed to align the interests of the
executive officers with those of the stockholders. In awarding
equity compensation to executive officers, consideration is
given to the long-term incentives previously granted to them.
Equity compensation could take the form of options to purchase
shares of Wellsford common stock or restricted stock, or
restricted stock units.
Options to purchase shares of Wellsford common stock will be
granted with an exercise price equal to the fair market value of
the shares of Wellsford common stock on the date of grant and
vest and become exercisable over a period of years based on
continued employment. This is intended to create stockholder
value over the long term since the full benefit of the
compensation package cannot be realized unless the share price
appreciates. In making grants of options to purchase shares of
Wellsford common stock, the Compensation Committee will consider
an individuals scope of responsibilities, experience, past
contributions to Wellsford and anticipated contributions to
Wellsfords long-term success.
Grants of restricted shares of Wellsford common stock also form
a part of Wellsfords long-term incentive package.
Typically, some portion of these grants will vest annually over
a period of several years if the officers and key employees
remain employed by Wellsford. In making grants of restricted
shares of Wellsford common stock, the Compensation Committee
will consider an individuals scope of responsibilities,
experience, past contributions to Wellsford and anticipated
contributions to Wellsfords long-term success.
The Compensation Committee believes that options to purchase
shares of Wellsford common stock and grants of restricted shares
of Wellsford common stock promote loyalty to Wellsford and
encourage the recipients to coordinate their interest with those
of the stockholders.
Management
Incentive Plans
In order to carry out the long-term incentive compensation
arrangements, Wellsford has a 1997 Management Incentive Plan and
a 1998 Management Incentive Plan, which we refer to together as
the Management Incentive Plans, and a Rollover Stock Option
Plan, which we refer to as the Rollover Plan and, together with
the Management Incentive Plans, as the Incentive Plans. These
plans enable Wellsford to attract, compensate and retain
directors, executive officers and employees and provide them
with appropriate incentives and rewards for their performance.
The Rollover Plan was established for the purpose of granting
options and corresponding rights to purchase regular shares of
Wellsford common stock to replace former Residential Property
Trust share options. The Incentive Plans provide for
administration by a committee of two or more non-employee
directors established for such purpose.
Awards to directors, executive officers and other employees
under the Incentive Plans may take the form of stock options,
including corresponding stock appreciation rights and reload
options. Under the Management Incentive Plans, Wellsford may
also provide restricted stock awards and stock purchase awards,
which would allow for loans to non-executive officer employees
for the purpose of purchasing shares of Wellsford common stock.
As permitted by the Incentive Plans and in accordance with the
provisions of Wellsfords option plans, applicable
accounting and the AMEX rules and Federal income tax laws,
Wellsfords outstanding stock options have been adjusted to
prevent a dilution of benefits to option holders arising from a
reduction in value of shares of Wellsford common stock as a
result of the $14.00 per share initial liquidating cash
distribution made to stockholders in December 2005. The
adjustment reduced the exercise price of the outstanding options
by the ratio of the price of a common stock immediately after
the distribution ($5.60 per share) to the stock price
immediately before the distribution ($19.85 per share) and
increased the number of shares of Wellsford
64
common stock subject to outstanding options by the reciprocal of
the ratio. As a result of this adjustment, the 520,665 options
outstanding as of December 31, 2005 were converted into
options to acquire 1,845,584 shares of Wellsford common
stock and the weighted average exercise price of such options
has decreased from $20.02 per share to $5.65 per
share. The board of directors approved these option adjustments
on January 26, 2006. At the same time, as a result of the
prior adoption of the Plan, the board of directors authorized
amendments to outstanding options to allow an option holder to
receive from Wellsford, in cancellation of the holders
option, a cash payment with respect to each cancelled option
equal to the amount by which the fair market value of the share
of stock underlying the option exceeds the exercise price of
such option. Additionally, certain non-qualified out of
the money options, which had original maturity dates prior
to December 31, 2008, were extended by the board to the
later of December 31 of the year of original expiration or
the 15th day of the third month following the date of the
original expiration. See the following tables:
|
|
|
|
|
Outstanding Equity Awards at Fiscal Year End (Named Executives)
on page 78;
|
|
|
|
Option Exercise and Stock Vested (Named Executives) on
page 79; and
|
|
|
|
Outstanding Equity Awards at Fiscal Year End (Directors),
beginning on page 81.
|
Perquisites
and Other Personal Benefits
Wellsford maintains employee benefit plans that provide all
employees with the opportunity to enroll in health, dental, life
insurance and disability insurance programs. The health and
disability insurance plans require the employee to contribute
through automatic payroll deduction a portion of the premiums
with Wellsford paying for the remainder. These benefits are
offered on the same basis to all employees. Wellsford also
maintains a 401(k) retirement plan that is available to all
named executive officers and any other employee working in
excess of 20 hours per week. Wellsford provides matching
contributions on a dollar-for-dollar basis with employee
contributions up to a maximum of $2,500 annually. Wellsford
provides life insurance to all of its employees at two-times
salary up to a maximum of $220,000, except for Jeffrey Lynford,
who receives $600,000 of coverage.
Since 1993, Jeffrey Lynfords employment contracts have
provided for him to participate in split-dollar life insurance
policies. During 2002, Wellsford agreed to transfer the
ownership of these policies to Jeffrey Lynford and since
January 1, 2003, Wellsford has paid him additional
compensation of $35,348 per year for the pre-tax cost of
the premiums for these policies.
In addition to the above described payments, Jeffrey Lynford
received the benefit of payments made by Wellsford during 2006
aggregating $13,698 which was primarily comprised of monthly
automobile parking, annual club and airline lounge dues and
excess life insurance premiums.
Jeffrey Lynfords contract does not require him to provide
full-time services to Wellsford as long as he is fulfilling his
fiduciary responsibilities to Wellsford. During 2006, Jeffrey
Lynford agreed to a $20,000 reduction in his minimum contractual
bonus for 2006 to reimburse Wellsford for the services his
administrative assistant provided for non-Wellsford related
activities. The Compensation Committee has concluded that this
is a reasonable amount of reimbursement for these services.
Stock
Ownership Requirements
Wellsford does not have a policy or guidelines that require a
specified ownership of Wellsfords common stock by
directors or executive officers or stock retention guidelines
applicable to equity-based awards granted to directors and
executive officers.
As of December 31, 2006, Wellsfords named executive
officers and the board of directors as a group held
577,850 shares of common stock, including
163,787 shares in Jeffrey Lynfords deferred
compensation plan and 92,700 shares in
Mr. Lowenthals deferred compensation plan. As of
December 31, 2006, the named executive officers and directors
held an aggregate of 1,358,092 options to acquire Wellsford
common stock.
If all options held by the named executive officers and the
directors were exercised at December 31, 2006, as a group
they would own 24.0% of Wellsfords outstanding common
stock. See Outstanding Equity Awards at Fiscal
Year End for named executive officers and directors for
outstanding options beginning on page 78.
Compensation
Committee Evaluation of Executive Officer Compensation Policies
to be applied in 2007 for Wellsford and Reis Key
Officers
As a result of the decision to acquire Reis, Wellsfords
management and the Compensation Committee determined that it was
necessary to move away from a liquidation strategy for executive
compensation
65
arrangements to a going concern business strategy. In September
2006, the Compensation Committee began an evaluation of the
objectives, design elements and process for establishing
executive compensation for the key executives of Wellsford and
Reis, with the Reis business being the primary source of growth,
revenues and profits going forward. In connection with this
evaluation, the Compensation Committee engaged Cook as a
consultant to advise on and prepare a compensation study for
executive officers of Wellsford and Reis and directors of
Wellsford. Cooks methodology included analyzing
compensation levels at a peer group of ten information service
companies. Emphasis was given to businesses that collect and
disseminate information
and/or
maintain data bases as Reis does in its business.
The consultant reviewed base salaries, annual cash bonuses as
well as a long term incentive plan, covering the new executive
group (Jeffrey Lynford, Lloyd Lynford, Jonathan Garfield,
William Sander and Mark Cantaluppi).
Although the Compensation Committee is still in the process of
finalizing several decisions in order to implement the policies
and agreements after the merger, the policies and agreements are
expected to be as described below.
It is anticipated that the contractual base salaries and minimum
bonuses will be continued for the term of the existing contracts
for the aforementioned executives as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
|
|
|
Minimum
|
|
|
Contract
|
Name
|
|
Position
|
|
Salary
|
|
|
Bonus
|
|
|
Expirations
|
|
Jeffrey H. Lynford
|
|
Chairman
|
|
$
|
375,000
|
|
|
$
|
375,000
|
|
|
(A)
|
Lloyd Lynford
|
|
President and Chief Executive
Officer
|
|
|
375,000
|
|
|
|
270,000
|
|
|
(B)
|
Jonathan Garfield
|
|
Executive Vice President
|
|
|
375,000
|
|
|
|
125,000
|
|
|
(B)
|
William Sander
|
|
Chief Operating Officer (Reis)
|
|
|
289,850
|
|
|
|
145,000
|
|
|
(B)
|
Mark P. Cantaluppi
|
|
Chief Financial Officer
|
|
|
225,000
|
|
|
|
112,500
|
|
|
(B)
|
|
|
|
(A) |
|
Jeffrey Lynfords employment agreement is scheduled to
expire on December 30, 2007, although Wellsford expects to
extend his agreement subject to the consummation of the merger.
It is expected that his contract will have a term of three years
from the effective date of the merger. It is also expected that
he will not be entitled to a minimum bonus. |
|
(B) |
|
Three years from the completion of the merger. |
Although Mr. Cantaluppis employment agreement does
not entitle him to receive a payment upon the consummation of
the merger, it is anticipated that he will receive a one-time
payment equal to two-times his existing base salary (an
approximate $413,000 payment). The amount expected to be paid to
Mr. Cantaluppi is not contractual, but was determined by
the Wellsford Compensation Committee to be an appropriate amount
to compensate him for the amount that he would have been
entitled to receive at the time that Wellsfords assets
were placed into a liquidating trust, which would occur if
Wellsford did not consummate the merger. See
Potential Post-Employment Payments and
Payments on a Change of Control Termination Payments
and Benefits Change of Control Payments and
Benefits for more information.
Based on the recommendation of Cook, Wellsford will establish at
the time of the merger, a new Executive Incentive Compensation
Plan, which we refer to as the EIP, for the named executives and
certain other key executives of Wellsford and Reis as determined
by the Compensation Committee. The EIP bonus pool is intended to
reward increases in EBITDA (as defined in the EIP) growth of
Reis. The use of EBITDA as the benchmark for the EIP is based on
the recommendation of Cook as being an appropriate benchmark
taking into account a number of factors, including the industry
in which Wellsford operates and will operate following the
merger.
The formula is expected to be 20% of incremental EBITDA growth
over the prior year increasing to 30% of incremental EBITDA
growth above 30% growth and 40% of additional incremental EBITDA
over 40% growth (maxing out at 40% of incremental EBITDA). The
Reis EBITDA will not be charged for any public
company expenses until 2009; however, the existing base
will be adjusted, at that time, for the pro forma public
expenses in 2008. The maximum dollar value of an award payable
to any participant in any 12 month period is capped at
$2,000,000.
66
At the time of the merger, it is expected that stock options
will be granted to the following named executive officers from
the existing 1998 Management Incentive Plan:
|
|
|
|
|
|
|
Number of
|
|
Name
|
|
Options (A)
|
|
|
William Sander
|
|
|
150,000
|
|
Mark P. Cantaluppi
|
|
|
75,000
|
|
(A) The options vest annually in five equal installments.
In addition, options will be granted to certain other executives
and key employees of Reis and Wellsford at the discretion of the
Compensation Committee with the input of Jeffrey Lynford, Lloyd
Lynford and Mr. Garfield. The options expected to be
granted to Mr. Sander and three other Reis employees, as
well as the restricted stock units, which we refer to as RSUs,
granted to Lloyd Lynford and Mr. Garfield, will be granted
outside of the Management Incentive Plans. All other options,
including those expected to be granted to Mr. Cantaluppi,
will be granted under the 1998 Plan.
The employment agreements signed by Lloyd Lynford and
Mr. Garfield provide for them to receive RSUs for
100,000 shares and 46,000 shares of Wellsford common
stock, respectively, at the time of the merger. The RSUs will
vest over a three year period in annual tranches but will only
be issued if certain levels of EBITDA growth ranging from 10% to
30% are met during the three year period.
Existing Reis stock options held by Lloyd Lynford, Jonathan
Garfield and William Sander will be purchased by Reis for the
in the money values, immediately prior to the
merger, based on the value of $8.16 per share of Wellsford
common stock established in the merger agreement. In addition,
certain other payments will be made to Lloyd Lynford and
Mr. Garfield under the terms of the Lynford/Garfield letter
agreement immediately prior to the merger. Additionally,
Mr. Sander will receive a retention bonus, one-half of
which is to be paid upon consummation of the merger and one-half
of which will be paid six months thereafter. See below under
Employment Agreements Lloyd
Lynford and Jonathan Garfield.
These payments are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option
|
|
|
|
|
|
|
|
|
Payments
|
|
Other Payments
|
|
Retention Bonus
|
|
Total
|
|
Lloyd Lynford
|
|
$
|
1,425,469
|
|
|
$
|
1,474,649
|
(A)
|
|
$
|
|
|
|
$
|
2,900,118
|
|
Jonathan Garfield
|
|
$
|
950,313
|
|
|
$
|
1,256,780
|
(A)
|
|
$
|
|
|
|
$
|
2,207,093
|
|
William Sander
|
|
$
|
1,485,939
|
|
|
$
|
|
|
|
$
|
315,000
|
|
|
$
|
1,800,939
|
|
|
|
(A) |
Lloyd Lynford and Mr. Garfield are entitled to a payment,
pursuant to the Lynford/Garfield letter agreement, equal to the
change of control payment they would have received
under their current employment agreements with Reis if the
merger would have been deemed a change of control.
The amount shown here is for illustrative purposes only and
assumes the merger was consummated on January 31, 2007. The
actual amount of the payment may vary.
|
Tax
Implications of Executive Compensation
It is the responsibility of the Compensation Committee to
address the issues raised by the tax laws which make certain
non-performance based compensation to executives of public
companies in excess of $1,000,000 non-deductible. In this
regard, the Compensation Committee must determine whether any
actions with respect to this limit should be taken by Wellsford.
The aggregate deduction for each named executive officers
compensation is potentially limited by Section 162(m) of
the Code to the extent the aggregate amount paid to an executive
officer exceeds $1,000,000, unless it is paid under a
pre-determined objective performance plan meeting certain
requirements, or satisfies one of various other exceptions
specified in the Code. At the named executive officer
compensation levels, Wellsford does not believe that
Section 162(m) of the Code would be applicable; however;
the Compensation Committee did consider its impact in
determining the incentive and long-term stock awards expected to
be given to the named executives after the merger.
67
Accounting
Implications of Executive Compensation
Effective January 1, 2006, Wellsford was required to
recognize compensation expense of all stock-based awards
pursuant to the principles set forth in Statement of Financial
Accounting Standards No. 123(R), Share-Based
Payments. Consequently, Wellsford will begin recording
non-cash stock compensation expense in its financial statements
for stock options granted at the time of the merger and
thereafter. In its financial statements, Wellsford will utilize
the modified prospective method to calculate non-cash
compensation expense. The non-cash stock compensation expense
for stock options and restricted stock that Wellsford grants is
generally recognized ratably over the requisite vesting period.
Compensation
Committee Interlocks and Insider Participation
The members of Wellsfords Compensation Committee during
2006 were Douglas Crocker II (Chairman), Bonnie R. Cohen,
Mark S. Germain and Meyer S. Frucher. Jeffrey Lynford,
Wellsfords Chairman of the Board and current Chief
Executive Officer, and Edward Lowenthal, Wellsfords former
President and Chief Executive Officer and a current director of
Wellsford, were members of the EQR board of trustees from the
date of the merger of the Residential Property Trust with EQR in
May 1997 through their retirements from the EQR board in May
2003. Mr. Crocker, a Wellsford director, was the former
Chief Executive Officer and President of EQR through December
2002 and then Vice-Chairman through May 2003.
Compensation
Committee Report
We have reviewed and discussed this foregoing Compensation
Discussion and Analysis with management. Based on our review and
discussion with management, we have recommended to the board of
directors of Wellsford that the Compensation Discussion and
Analysis for the year ended December 31, 2006 be included
in this annual report on Form 10-K/A.
Douglas Crocker II, Chairman of the Compensation Committee
Bonnie R. Cohen, Compensation Committee member
Mark S. Germain, Compensation Committee member
Meyer S. Frucher, Compensation Committee member
68
Summary
Compensation Table
The following table sets forth information concerning the
compensation of Wellsfords named executive officers (i.e.,
its Chief Executive Officer (principal executive officer), Chief
Financial Officer (principal financial officer) and its three
other most highly compensated executive officers whose aggregate
compensation exceeded $100,000 during 2006). William H.
Darrow IIs employment was terminated effective
June 30, 2006; nonetheless, he was still one of
Wellsfords three most highly compensated executive
officers other than the principal executive and principal
financial officers.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Non-Qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)(A)
|
|
($)
|
|
($)(B)
|
|
($)(B)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Jeffrey H. Lynford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman of the Board,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and President
|
|
|
2006
|
|
|
$
|
730,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
892
|
(D)
|
|
$
|
51,546
|
(E)
|
|
$
|
782,438
|
|
James J. Burns
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice Chairman of Wellsford and
Secretary
|
|
|
2006
|
|
|
$
|
233,700
|
|
|
$
|
225,100
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2,715
|
|
|
$
|
461,515
|
|
David M. Strong Senior
Vice President Development
|
|
|
2006
|
|
|
$
|
370,322
|
|
|
$
|
100,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
4,798
|
|
|
$
|
475,120
|
|
Mark P. Cantaluppi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President, Chief Financial
Officer
|
|
|
2006
|
|
|
$
|
294,525
|
|
|
$
|
176,825
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2,696
|
|
|
$
|
474,046
|
|
Former Executive
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William H.
Darrow II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President, Managing Director
|
|
|
2006
|
(C)
|
|
$
|
203,427
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
447,781
|
|
|
$
|
651,208
|
|
|
|
|
(A) |
|
Salary includes base salary and contractual minimum bonus. |
(B) |
|
There were no stock or option awards made to any Wellsford
employees during 2006. |
(C) |
|
Mr. Darrows employment was terminated as of
June 30, 2006. All payments made to Mr. Darrow in 2006
were subject to the terms of a separate agreement relating to
his termination including a severance payment of $445,281. |
(D) |
|
Represents earnings in the deferred compensation plan in January
2006 until transfer of the plan assets on January 27, 2006. |
(E) |
|
Other compensation for Jeffrey Lynford includes $35,348
pre-tax payments for whole life insurance policies provided for
in his employment contract, a $2,500 matching contribution into
the Wellsford 401(k) plan, and an aggregate of $13,698, which
was primarily comprised of monthly automobile parking, annual
club and airline lounge dues and excess term life insurance
premiums. Jeffrey Lynford elected to reduce his contractual
bonus by $20,000 to compensate Wellsford for services performed
by Mr. Lynfords administrative assistant on
non-company matters. |
69
Employment
Agreements
Jeffrey
Lynford
In August 2004, Wellsford and Jeffrey Lynford entered into a
Second Amended and Restated Employment Agreement which provides,
among other things, that Jeffrey Lynford receive, through
December 31, 2004, a base salary of $318,000 per year
and a minimum annual bonus of $325,000 and, after
December 31, 2004 and until the expiration of the
agreement, a base salary of $375,000 per year and a minimum
annual bonus of $375,000. The agreement expires on
December 30, 2007. In addition, Jeffrey Lynford was
entitled to receive a payment of $1,929,000 on January 1,
2008, unless such payment was accelerated in the event that:
|
|
|
|
|
his employment was terminated by reason of his death or
disability;
|
|
|
|
his employment was terminated by Wellsford other than for proper
cause;
|
|
|
|
his employment was terminated by him for good reason; or
|
|
|
|
Wellsford was liquidated or the assets of Wellsford were
distributed to a liquidating trust.
|
In addition, on the sale of the assets of each of the three
strategic business units of Wellsford having a value of
Wellsfords financial statements equal to or in excess of
80% of the June 30, 2004 value of all assets of any such
strategic business unit, Jeffrey Lynford was entitled to receive
$643,000 following each sale. Any such payment was to be
credited against the $1,929,000 amount as described above. In
2004, Jeffrey Lynford received $643,000 related to the sale of
100% of Wellsfords investment in Second Holding and in
June 2005, Jeffrey Lynford received an additional $643,000
related to the cumulative sales and reduction of assets of more
than 80% of the value of all assets of Wellsford/Whitehall. In
January 2006, Jeffrey Lynford received the remaining $643,000
payment related to the sale of the three rental phases of
Palomino Park in November 2005. Such amount was recorded as a
fiscal 2005 expense.
Jeffrey Lynfords employment agreement entitles him to
certain benefits and payments following his termination of
employment with Wellsford. See Termination
Payments and Benefits for a description of the benefits.
If any payment to Jeffrey Lynford would be an excess
parachute payment, which would be subject to an excise tax
under Section 4999 of the Code, then he will be paid either
(1) the full amount or (2) a reduced amount so that he
will not owe an exercise tax under Section 4999 if payment
of the reduced amount will result in greater after-tax proceeds
to him. Additionally, Jeffrey Lynfords employment
agreement provides for his preference that any amounts not paid
to him by reason of such a reduction be paid by Wellsford in
equal amounts to Princeton Universitys Woodrow Wilson
School of Public International Affairs, the National Trust for
Historic Preservation and the Weill Medical College of Cornell
University, provided that at the applicable time Jeffrey Lynford
is not a director or trustee of any of these organizations.
Before the effective time of the merger, Wellsford expects that
it will enter into an amendment to Jeffrey Lynfords
employment agreement such that he will be the executive Chairman
of Wellsford after the merger, although he will no longer be the
Chief Executive Officer and President.
Other
Executive Officers
Wellsford has also entered into employment agreements with
(1) Mr. Strong (which expires on December 31,
2007, with automatic extensions of one year (or shorter periods
of not less than six months as determined by Wellsford)
unless either party gives notice of termination or requests
shorter extensions of any period between six and
12 months), (2) Mr. Burns (which expires on
December 31, 2008), (3) Mr. Cantaluppi (which
expires on June 30, 2007, with automatic one-year
extensions unless either party gives notice of termination) and
(4) Mr. Darrow (which expired on June 30, 2006).
Pursuant to these employment agreements, the aforementioned
executive officers are entitled to, among other things, a
minimum salary, a minimum annual bonus, contractual incentive
compensation (for Mr. Strong), and consideration by the
Compensation Committee for discretionary bonus compensation.
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Wellsford and Mr. Strong entered into a Third Amended and
Restated Employment Agreement in October 2004, and an
Amendment to the Third Amended and Restated Employment Agreement
in March 2006. Mr. Strongs employment agreement
provides, among other things, that Mr. Strong receive,
effective January 1, 2006, a base salary of
$211,612 per year, increased at the rate of 3% for 2007,
and a minimum annual bonus of 75% of his base salary. The
agreement expires on December 31, 2007, subject to
automatic renewal for one-year periods (or shorter periods of
not less than six months as determined by Wellsford) unless
either party elects to terminate not less than 30 days
prior to the expiration of the then current term. Pursuant to
the agreement, Mr. Strong will be entitled to additional
compensation, characterized as a retention bonus, in an
aggregate amount equal to two times his then effective annual
base salary upon the earlier of (1) December 31, 2008,
(2) the expiration or termination of his employment
agreement for any reason other than as a result of his death,
disability, his termination by Wellsford for cause or his
termination of the employment agreement and (3) the sale of
all condominium units with respect to Wellsfords Gold Peak
project. Mr. Strong will also be entitled to receive a
special bonus payment which is based upon the level of
Wellsfords return on its investment in the Palomino Park
project above certain defined thresholds starting at 10%. In
January 2006, $604,745 was paid to Mr. Strong as a result
of Wellsfords sale of the Palomino Park rental operations
during 2005 which met certain of the defined thresholds of the
special bonus arrangement. Mr. Strong will also be entitled
to receive an additional lump sum bonus payment based upon the
number of units sold (at $1,000 per unit) once Gold Peak
profits, as defined, exceed $8,000,000 and 5% of
Wellsfords Gold Peak profits in excess of $8,259,000, if
any, following the construction of the project and the sale of
all condominium units. Mr. Strong will also be entitled to
additional payments on any additional overall returns of the
Palomino Park project, if earned. These additional payments are
capped at a maximum of $395,255 as of December 31, 2006.
Wellsford and Mr. Cantaluppi entered into an employment
agreement in May 2005, which was amended in March 2006. Pursuant
to his employment agreement, Mr. Cantaluppi will receive a
minimum annual base salary of $187,000 and a minimum annual
bonus equal to 50% of his base salary. The agreement expires on
June 30, 2007, subject to automatic renewal for one-year
periods unless either party elects to terminate not less than
60 days prior to the expiration of the then current term.
Before the effective time of the merger, Wellsford expects that
it will enter into an amendment to Mr. Cantaluppis
employment agreement such that he will continue as
Wellsfords Vice President, Chief Financial Officer and
Assistant Secretary after the merger.
In March 2006, Wellsford and Mr. Burns entered into an
employment agreement pursuant to which Mr. Burns was
appointed Vice Chairman of Wellsford and agreed to devote
approximately two days per week to the performance of his duties
to Wellsford. As Vice Chairman of Wellsford, Mr. Burns is
not a member of the board of directors. Pursuant to such
agreement, Mr. Burns will be entitled to an annual base
salary of at least $125,000, as well as a minimum bonus equal to
50% of his then base salary for 2006, 2007 and 2008 (which will
be prorated for partial years of service so long as
Mr. Burns employment is not terminated for cause).
Messrs. Burns, Strong and Cantaluppi are entitled to
certain benefits and payments following termination of their
employment agreements with Wellsford. See
Potential Post-Employment Payments and
Payments on a Change of Control Termination Payments
and Benefits for a description of these benefits.
Lloyd
Lynford and Jonathan Garfield
Wellsford and Merger Sub, as employers, have entered into
employment agreements with Lloyd Lynford and Jonathan Garfield
which are to become effective immediately after the occurrence
of both (1) the effective time of the merger and
(2) the repayment of all amounts due and payable under
certain loans made to each of them by Reis, and will remain
effective for a term of three years from their effective date.
These agreements will supersede their current agreements with
Reis and provide, in material part, as follows:
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Lloyd Lynford will serve as President and Chief Executive
Officer, and Mr. Garfield will serve as Executive Vice
President, of both Wellsford and Merger Sub;
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Lloyd Lynford and Mr. Garfield each will be entitled
receive an annual base salary of $375,000 and a minimum annual
bonus of $270,000 and $125,000, respectively, and additional
incentive bonuses under certain circumstances;
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on the effective date of their employment agreements, Lloyd
Lynford and Mr. Garfield will be issued 100,000 and 46,000,
respectively, restricted stock units of Wellsford, which will
vest annually in three equal tranches on each anniversary of the
effective date of the employment agreements, subject to the
condition that certain levels of EBITDA growth are met each year
or certain cumulative EBITDA targets are met; provided, however,
if (A) a change of control occurs prior to the third
anniversary date, all restricted stock units will vest on the
effective date of the change of control, or (B) the
employment of Lloyd Lynford or Mr. Garfield, as applicable,
is terminated other than for cause or either resigns for good
reason, all of his restricted stock units will vest on the date
of that termination or resignation;
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the employment of Lloyd Lynford or Mr. Garfield, as
applicable, may be terminated prior to expiration of the
three-year term for death, disability or cause, and Lloyd
Lynford or Mr. Garfield, as applicable, may terminate his
employment agreement for good reason, which includes (A) a
material diminution in duties or responsibilities for either
employer or a demotion or change in direct reporting
relationship to the Wellsford board of directors, (B) being
removed from, not nominated for re-election to, or not
re-elected
to the board of directors of Wellsford, (C) a material
breach of the applicable employment agreement which is not cured
within 20 days after notice of the breach, or
(D) requiring Lloyd Lynford or Mr. Garfield, as
applicable, to report to work on a regular basis at a location
outside of a
30-mile
radius from 530 Fifth Avenue, New York, New York;
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upon termination of employment for death or disability, Lloyd
Lynford or Mr. Garfield, as applicable, or his estate or
other beneficiaries, will be paid his salary through the date of
termination, accrued vacation pay, unpaid bonuses for prior
years, unreimbursed business expenses and an additional amount
equal to the excess of $810,000, in the case of Lloyd Lynford,
and $375,000, in the case of Mr. Garfield, over the sum of
his minimum annual bonuses paid in years prior to the date of
termination;
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upon termination of employment for cause by the employers or
without good reason by Lloyd Lynford or Mr. Garfield, as
applicable, he will not receive any payments other than salary
through the date of termination, accrued vacation pay, unpaid
bonuses for prior years and unreimbursed business expenses
payable to him as of the date of termination;
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if, within two years following a change of control, the
employers terminate the employment of Lloyd Lynford or
Mr. Garfield, as applicable, without cause or if either
resigns for good reason, then he will be paid an amount equal to
(1) salary through the date of termination, accrued
vacation pay, unpaid bonuses for prior years and unreimbursed
business expenses payable to him as of the date of termination,
and (2) an amount equal to (A) 2.5 times his gross
annual base salary for the year during which termination occurs,
plus (B) a pro rata portion (based on the number of days
employed during the year in which termination occurs) of the
annual bonus received in the preceding year that was in excess
of the minimum annual bonus amount, plus (C) the sum of the
present value of any unpaid minimum annual bonuses for the
three-year term; further, in the case of Lloyd Lynford only, he
may resign within 30 days after a six-month period
beginning on the effective date of a change of control and the
resignation will be treated as a resignation for good reason;
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if at any time during the three-year term (except during the two
years following a change of control), the employers terminate
the employment of Lloyd Lynford or Mr. Garfield, as
applicable, for a reason other than cause, death or disability
or either resigns for good reason, then he will be paid
(1) salary through the date of termination, accrued
vacation pay, unpaid bonuses for prior years and unreimbursed
business expenses payable to him as of the date of termination,
(2) the greater of the sum of (x) his gross annual
base salary for each year remaining through the end of the
three-year term and (y) $375,000 plus (3) the sum of
the present value of any unpaid minimum annual bonuses for the
three-year term plus (4) a pro rata portion (based on the
number of days employed during the year in which termination
occurs) of the annual bonus received in the preceding year that
was in excess of the minimum annual bonus amount; and
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for the period during which Lloyd Lynford or Mr. Garfield,
as applicable, is employed pursuant to his employment agreement
and, in certain cases for up to one year following termination,
each is subject to confidentiality, non-competition and
non-solicitation restrictions.
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If any payment to Lloyd Lynford or Mr. Garfield would be an
excess parachute payment, which would be subject to
an excise tax under Section 4999 of the Code, then Lloyd
Lynford or Mr. Garfield, as applicable, will be paid either
(1) the full amount as described above or (2) a
reduced amount so that he will not owe any excise tax under
Section 4999 if payment of the reduced amount will result
in greater after-tax proceeds to Lloyd Lynford or
Mr. Garfield.
The term cause as used above means the applicable
employees (1) breach of the restrictive covenants set
forth in the employment agreements, (2) material breach of
any other terms of the employment agreement which is not cured
within 20 days of notice of the breach, (3) fraud or
dishonesty in the course of employment, (4) continued gross
neglect of duties for reasons other than disability, or
(4) conviction, a plea of guilty or nolo contendre to any
felony charge.
The term change of control as used above means the
occurrence of any of the following, whether directly or
indirectly, voluntarily or involuntarily, whether as part of a
single transaction or a series of transactions:
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during any period of 12 consecutive months or less, individuals
who at the beginning of that period constitute the Wellsford
board of directors cease, for any reason, to constitute at least
a majority of the board, unless the election or nomination for
election of each new director was approved by at least
two-thirds of the directors then still in office who were
directors at the beginning of the period; or
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the sale, transfer or other disposition of all or substantially
all of the assets of either employer (other than to a
wholly-owned direct or indirect subsidiary of either employer or
a benefit plan of either employer); or
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any person or entity or group of affiliated persons or entities
(other than Lloyd Lynford, Mr. Garfield or a group
including either of them) acquiring beneficial ownership (as
that term is used in
Rules 13d-3,
13d-5 or
16a-1 under
the Exchange Act) of 30% or more of the shares of capital
stock or other equity of either employer, having by the terms
thereof voting power to elect the members of the Wellsford board
of directors, or, convertible into shares of such capital stock
or other equity of either employer; or
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the stockholders or members of either employer adopting a plan
of liquidation or approving the dissolution of either
employer; or
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the merger, consolidation, or reorganization of either employer
or any similar transaction which results in (1) the
beneficial owners of the voting power of either employer
immediately prior to the merger, consolidation, reorganization
or transaction beneficially owning, after giving effect to such
merger, consolidation, reorganization or transaction, interests
or securities of the surviving or resulting entity representing
50% or less of the shares of capital stock or other equity of
the surviving or resulting entity having by the terms thereof
voting power to elect the members of the board or directors (or
equivalent thereof) or convertible into shares of such capital
stock or other equity of such entity or (2) any person or
entity or group of affiliated persons or entities (other than
Lloyd Lynford, Mr. Garfield or a group including either of
them) owning, after giving effect to such merger, consolidation,
reorganization or transaction, interests or securities of the
surviving or resulting entity, acquiring beneficial ownership of
30% or more of the shares of capital stock or other equity of
the surviving or resulting entity having by the terms thereof
voting power to elect the members of the Wellsford board of
directors (or equivalent thereof) or convertible into shares of
such capital stock or other equity of such entity.
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William
Sander
Merger Sub, as employer, and Wellsford, with respect to certain
provisions related to benefit plans only, have entered into an
employment agreement with William Sander, currently the Chief
Operating Officer of Reis, which is to become effective
immediately after the effective time of the merger and will
remain effective
73
for a term of three years. This agreement will supersede
Mr. Sanders current agreement with Reis and provides,
in material part, as follows:
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Mr. Sander will serve as Chief Operating Officer of Merger
Sub;
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Mr. Sander will be entitled to receive an annual base
salary of $289,850 and a minimum annual bonus of $145,000, which
bonus will only be paid if Mr. Sander remains employed
through the last day of the applicable
12-month
period and is not subject to proration for any shorter period
except as described below;
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Mr. Sander will be entitled to receive a one-time payment
of $157,000 on the effective date of his employment agreement
and a retention bonus of $157,500 on the six-month anniversary
of the effective date, provided that he is employed by Merger
Sub at that time, or has been terminated without cause or
resigned for any of the reasons described below;
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on the effective date of his employment agreement, Wellsford
will grant Mr. Sander an option or options to purchase
150,000 shares of Wellsford common stock at an exercise
price equal to the fair market value of Wellsford common stock
on the date of the grant, which options will vest in five equal
installments;
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Mr. Sander has agreed not to engage in any business
competitive with that of Wellsford or Merger Sub during the term
of his employment agreement and for 12 months following
termination of his employment, and further, for 18 months
following termination of his employment, to refrain from
soliciting employees of Wellsford or Merger Sub to become
employed by others or from soliciting customers to obtain
services from others;
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Mr. Sanders employment agreement will terminate
automatically upon his death, and may be terminated by Merger
Sub for cause (as defined below) or without cause,
and by Mr. Sander if Merger Sub breaches any of its
obligations under the agreement (including a material diminution
or demotion of Mr. Sanders duties or position, as
applicable) and does not remedy the breach within 30 days,
or if Merger Subs principal offices are relocated more
than 30 miles from its current offices;
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in the event of Mr. Sanders death, his estate will be
entitled to his accrued salary and benefits, any minimum annual
bonus to which he was entitled on the date of his death, and the
one-time retention bonus payment if it had become payable to him
on or prior to the date of his death; and
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in the event Mr. Sanders employment is terminated
without cause or by Mr. Sander for the reasons stated
above, in addition to all accrued salary and bonuses, he is
entitled to a severance payment equal to (A) the greater of
(1) his annual base salary in effect as of the date of
termination or (2) the aggregate amount of his annual base
salary remaining to be paid from the date of termination through
the end of the three-year term of his employment agreement plus
(B) a pro rata portion of his minimum annual bonus for the
12-month
period during which he was terminated; provided, however, that
in the event that his employment is terminated within the
one-year period following a change of control of Wellsford or
Merger Sub, he will be entitled to a severance payment equal to
(a) two times the amount of his annual base salary in
effect as of the date of termination plus (b) a pro rata
portion of his minimum annual bonus for the
12-month
period during which he was terminated.
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The term cause as used above means there has been a
good faith determination by the President or Chief Executive
Officer of Merger Sub that at least one of the following has
occurred: (1) Mr. Sander continually failed to perform
his duties under his employment agreement for a period of more
than 30 days for reasons other than illness or incapacity;
(2) he committed an act of fraud on Merger Sub or Wellsford
or breached his duty of loyalty to Merger Sub; (3) he was
convicted of or pleaded guilty or nolo contendre to any felony
charge; (4) he was convicted of or pleaded guilty or nolo
contendre to any misdemeanor charge involving theft, fraud, or
other financial impropriety; (5) he misappropriated any
funds, property or rights of Merger Sub or Wellsford;
(6) he breached either the covenants he made not to compete
and not to solicit away customers or employees or his
confidentiality obligations; (7) he violated any policy of
Merger Sub and did
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not remedy these violations within 30 days; or
(8) subject to applicable law, he has failed to perform his
duties because of illness or incapacity for 120 days in any
365-day
period.
Additionally, Mr. Sander and Reis have entered into an
amendment to his current employment agreement with Reis which
raises his annual base salary from $275,000 to $283,250,
retroactive from November 1, 2006 and extends the term of
the agreement through June 30, 2007. This amendment also
provides that on the effective date of Mr. Sanders
employment agreement with Wellsford and Merger Sub described
above, Reis will pay Mr. Sander a bonus of $100,000 if the
effective date is on or prior to May 31, 2007 or $105,000
if the effective date is after May 31, 2007 and on or
before June 30, 2007.
Potential
Post-Employment Payments and Payments on a Change of
Control
Termination
Payments and Benefits
Under the employment agreements between Wellsford and the
executive officers indicated below, Wellsford may be obligated
to make severance or post-termination payments to the applicable
individual, or he may be entitled to severance or
post-termination benefits, depending upon the circumstances of
termination.
Jeffrey Lynford
Upon termination of his employment agreement, Jeffrey Lynford is
entitled to the following severance or post-termination payments
and/or
benefits:
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if termination occurs because of disability, a prorated portion
of the annual bonus payable for the year of termination;
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if termination occurs because of death, his estate will receive
a prorated portion of the annual bonus payable to him for the
year in which he died;
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if termination occurs at any time by Wellsford other than for
proper cause or by him for good reason; including a change of
control of Wellsford or Wellsford is liquidated
and/or its
assets are distributed to a liquidating trust, a lump sum
payment equaling (1) the base salary payable from the date
of termination through December 30, 2007, plus (2) the
aggregate amount of any bonus that would have been payable from
the date of termination through December 30, 2007;
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if termination occurs for any reason whatsoever (other than by
Wellsford for proper cause), including the expiration of the
term of the employment agreement, (1) Wellsford must assign
to Jeffrey Lynford all right, title and interest in and to both
a split dollar life insurance agreement between him and
Wellsford and the related insurance policies referred to in that
agreement, without requiring repayment by him of paid or accrued
premiums with respect to those policies, (2) all unvested
stock options, restricted stock, and other similar awards will
vest immediately and (3) he will be entitled to receive all
benefits payable to him under pension or other retirement or
deferred compensation benefit plans in effect on the date of
termination.
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Termination for proper cause may occur with the
approval of at least three-quarters of the members of
Wellsfords board of directors in the event that Jeffrey
Lynford has (A) willfully and continuously failed to
substantially perform his duties or (B) willfully engaged
in conduct which is demonstrably and materially injurious to
Wellsford, either monetarily or otherwise. Wellsford may also
terminate Jeffrey Lynfords employment if he should fail,
because of illness or incapacity, to provide services to
Wellsford for either six consecutive months or for shorter
periods aggregating nine months in any calendar year;
additionally, the agreement will terminate automatically in the
event of his death.
Jeffrey Lynford may terminate his employment agreement for
good reason under the following circumstances:
(A) the assignment of duties materially inconsistent with
his status as a senior executive officer, or a substantial
alteration in the nature or status of his responsibilities;
(B) a breach by Wellsford of any of its obligations
contained in the employment agreement; (C) failure of
Wellsford to pay any installment of previously awarded incentive
compensation or bonuses; or (D) failure of Wellsford to
obtain a satisfactory agreement from a successor to perform its
obligations under the agreement.
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James Burns
Mr. Burns employment agreement provides that if
termination occurs for a reason other than for cause
by Wellsford or because of his disability or death, he is
entitled to a lump sum payment equal to (A) a prorated
portion (based on the number of days in the calendar year prior
to the date of termination) of one-half of his then current
annual base salary, plus (B) $75,000 per year for each
year of employment since January 1, 2006, up to a maximum
of $225,000. If Mr. Burns employment is terminated
before December 31, 2008, he is entitled to receive a
prorated portion of this payment based on the length of time
that he remains employed.
Mark P. Cantaluppi
Mr. Cantaluppis employment agreement provides that if
termination occurs for a reason other than for cause
by Wellsford or his disability or death (including non-renewal
of the agreement at the expiration of its term),
Mr. Cantaluppi is entitled to a lump sum payment equal to
(A) twice the amount of his annual salary for the calendar
year in which termination occurs, plus (B) a prorated
portion (based on the number of days in the calendar year prior
to the date of termination) of the minimum annual bonus payable
for the calendar year in which termination occurs, plus
(3) an amount representing his daily salary rate multiplied
by his accrued but unused vacation time.
In each of Mr. Cantaluppis and Mr. Burns
employment agreements, cause is defined as
(1) the commission of fraud, willful misconduct, or gross
negligence in the performance of duties, (2) conviction of
a felony, or (3) violation of the terms, conditions or
obligations set forth in their respective employment agreements.
David Strong
Upon termination of his employment agreement, David Strong is
entitled to the following severance or post-termination payments
and/or
benefits:
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if termination occurs because of Mr. Strongs death,
his estate will receive a lump sum payment equal to his base
salary for the year in which he died multiplied by the greater
of (1) 0.5 or (2) the percentage of his base salary
for the immediately preceding fiscal year that was paid to him
as a bonus, this amount being referred to as the deemed
bonus;
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if termination occurs due to disability, a lump sum payment
equal to (1) his base salary payable from January 1 of the
year in which termination occurs through the last day of the
month in which termination occurs multiplied by (2) the
same fraction used to determine the deemed bonus amount
described above;
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if termination occurs for any reason aside from death,
disability, by Mr. Strong, or by Wellsford for cause,
(1) a continuation of salary and bonus payments through the
later of the date of termination and December 31, 2007, and
(2) a lump sum payment of twice his then current annual
base salary if it has not been paid by December 31, 2008.
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Cause is defined as actions by Mr. Strong which
constitute malfeasance; malfeasance includes but is not limited
to actions which are fraudulent, dishonest, or otherwise
criminal. Cause may be determined in the reasonable but sole
discretion of Wellsfords board of directors.
William Sander
For a description of William Sanders termination benefits,
see Employment Agreements William
Sander above.
Change of Control Payments and Benefits
Jeffrey Lynford
Jeffrey Lynfords employment agreement provides that if he
is terminated without good reason or terminates his employment
following a change of control, he will be entitled to receive a
lump sum payment
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equaling his (1) base salary payable from the date of
termination through December 30, 2007, plus (2) the
aggregate amount of any bonuses that would have been payable
from the date of termination through December 30, 2007. He
will also be entitled to receive all benefits payable to him
under pension or other retirement or deferred compensation
benefit plans in effect on the date of termination. Jeffrey
Lynford is not required to mitigate the amount of his change of
control payment by seeking other employment or taking any other
action.
A change of control is defined as the occurrence of
any of the following:
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Wellsford engages in a transaction that is of a nature which
would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A promulgated under
the Exchange Act;
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Wellsford engages in a merger, consolidation, reorganization, or
a sale of all or substantially all of its assets to a
person, as person is used for purposes of
Section 13(d) or 14(d) of the Exchange Act;
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Wellsford acquires assets of another company, or a subsidiary of
Wellsford merges or consolidates with another company, and
following the consummation of this transaction either
(A) the stockholders of Wellsford own 69% or less of the
voting power of the entity resulting from the transaction or
(B) less than a majority of the members of Wellsfords
board of directors prior to the transaction remain as members of
the board of directors of the entity resulting from the
transaction;
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any person, entity, or group of affiliates owns at any time more
than 30% of the outstanding voting securities of Wellsford;
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Wellsford is dissolved or its assets are transferred into a
liquidating trust; or
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Wellsfords stockholders reject the entire slate of
directors which are nominated at a single stockholders
meeting or one-half or more of the entire slate of directors
which are nominated in two or more consecutive
stockholders meetings.
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A change of control will not be deemed to have occurred if
either (A) Jeffrey Lynford is a party to the transaction
that would otherwise result in the change of control or is an
officer, director, trustee or holds 5% or more equity in a party
to the transaction, (B) Wellsfords stockholders prior
to the transaction hold more than 69% of the voting power of the
entity resulting from the transaction, or (C) the members
of Wellsfords board of directors prior to the transaction
constitute at least a majority of the board of directors of the
entity resulting from the transaction. As Wellsford expects to
enter into a new employment agreement with Jeffrey Lynford
before the consummation of the merger, it is not anticipated
that Jeffrey Lynford will receive a change of control payment as
a result of the merger.
Mark P. Cantaluppi
Mr. Cantaluppis employment agreement provides that if
his employment is terminated without good reason and other than
for disability or death, or he terminates his employment
agreement following a change of control, he will be entitled to
receive a lump sum payment equal to (1) twice the amount of
his annual salary for the calendar year in which the change of
control occurs, plus (2) a prorated portion of the minimum
bonus payable to him during the calendar year in which the
change of control occurs, plus (3) an amount representing
his daily salary rate multiplied by his accrued but unused
vacation time. Mr. Cantaluppi is not required to mitigate
the amount of his change of control payment by seeking other
employment or taking any other action.
A change of control is defined as the occurrence of
any of the following:
|
|
|
|
|
Wellsford merges or consolidates with another entity or person,
or sells all or substantially all of its assets;
|
|
|
|
Wellsford acquires assets of another person or entity, or a
subsidiary of Wellsford merges or consolidates with another
person or entity and following the consummation of this
transaction either (A) the stockholders of Wellsford own
69% or less of the voting power of the entity resulting from the
|
77
|
|
|
|
|
transaction or (B) less than a majority of the members of
Wellsfords board of directors prior to the transaction
remain as members of the board of directors of the entity
resulting from the transaction;
|
|
|
|
|
|
any person, entity, or group of affiliates owns at any time more
than 30% of the outstanding voting securities of Wellsford;
|
|
|
|
Wellsford is dissolved or its assets are transferred into a
liquidating trust; or
|
|
|
|
Wellsfords stockholders reject the entire slate of
directors that are nominated at a single stockholders
meeting or one-half or more of the entire slate of directors
that are nominated at two or more consecutive stockholders
meetings.
|
A change of control will not be deemed to have occurred if
either (A) Mr. Cantaluppi is a party to the
transaction that would otherwise result in the change of control
or is an officer, director, trustee or holds 5% or more equity
in a party to the transaction, (B) Wellsford stockholders
prior to the transaction hold more than 69% of the voting power
of the entity resulting from the transaction, or (C) the
members of Wellsfords board of directors prior to the
transaction constitute at least a majority of the board of
directors of the entity resulting from the transaction.
Additionally, Mr. Cantaluppis agreement does not
entitle him to receive his change of control payment if he has
been offered comparable employment by the entity
surviving the change of control; provided that, if during the
180 day period following an offer of comparable employment,
he determines that the conditions determining the comparable
employment are no longer being met, and he terminates his
employment on that basis, he will be entitled to the change of
control payment described above. Comparable
employment is defined as an offer to continue employment
for at least the balance of the term of
Mr. Cantaluppis employment agreement with the same
title, and performing substantially similar duties, at a salary
and bonus (and with benefits) that is not less than is provided
for in his employment agreement. Although no change of control
will occur as a result of the merger, it is anticipated that
Mr. Cantaluppi will receive a one-time payment of $413,000.
The amount expected to be paid to Mr. Cantaluppi is not
contractual, but was determined by the Wellsford Compensation
Committee to be an appropriate amount to compensate him for the
payment he would have been entitled to receive on the placement
of Wellsfords assets into a liquidating trust, which would
occur if Wellsford does not consummate the merger.
James
Burns and David Strong
Mr. Burns and Mr. Strong are not entitled to any
payments if their employment agreements are terminated as a
result of a change of control of Wellsford.
Lloyd
Lynford and Jonathan Garfield
The change of control payments for Lloyd Lynford and
Mr. Garfield are described above under
Employment Agreements Lloyd
Lynford and Jonathan Garfield.
78
Post-Employment
Payments and Benefits
The following table presents, for each named executive officer,
the potential contractual post-employment payments and payments
on a change in control and assumes that the triggering event
took place on December 31, 2006 or, for Lloyd Lynford and
Jonathan Garfield, on the date of the merger.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Change of
|
|
After Change of
|
|
|
|
|
|
|
|
|
Control Without
|
|
Control Without
|
|
|
|
Other
|
|
|
|
|
Cause or for
|
|
Cause or for
|
|
Death and
|
|
Post-Employment
|
Named Executive Officer
|
|
Benefit
|
|
Good Reason
|
|
Good Reason
|
|
Disability
|
|
Payments
|
|
Jeffrey H. Lynford
|
|
Severance
|
|
$
|
375,000
|
|
|
$
|
375,000
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Bonus
|
|
$
|
375,000
|
|
|
$
|
375,000
|
|
|
$
|
375,000
|
|
|
$
|
|
|
|
|
Benefits
|
|
$
|
60,000
|
|
|
$
|
60,000
|
|
|
$
|
60,000
|
|
|
$
|
|
|
James J. Burns
|
|
Severance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
77,900
|
|
|
$
|
|
|
|
|
Bonus (A)
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
$
|
|
|
David Strong
|
|
Severance (B)
|
|
$
|
423,224
|
|
|
$
|
423,224
|
|
|
$
|
423,224
|
|
|
$
|
|
|
|
|
Bonus (C)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
158,709
|
|
|
$
|
|
|
Mark P. Cantaluppi
|
|
Severance (D)
|
|
$
|
392,700
|
|
|
$
|
392,700
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Bonus
|
|
$
|
98,175
|
|
|
$
|
98,175
|
|
|
$
|
98,175
|
|
|
$
|
|
|
Lloyd Lynford
|
|
Severance (E)
|
|
$
|
1,125,000
|
|
|
$
|
937,500
|
|
|
$
|
810,000
|
|
|
$
|
|
|
|
|
Bonus
|
|
$
|
735,000
|
|
|
$
|
735,000
|
|
|
$
|
|
|
|
$
|
|
|
Jonathan Garfield
|
|
Severance (E)
|
|
$
|
1,125,000
|
|
|
$
|
937,500
|
|
|
$
|
375,000
|
|
|
$
|
|
|
|
|
Bonus
|
|
$
|
340,000
|
|
|
$
|
340,000
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
(A) |
|
Mr. Burns is entitled to a bonus of $75,000 for each full
calendar year of service since January 1, 2006 up to an
aggregate of $225,000 through December 31, 2008. |
(B) |
|
Mr. Strong is entitled to a payment equal to two times his
then base salary upon the earlier of the complete sell out of
the Gold Peak project or December 31, 2008. If the project
is not completely sold out he may continue to work but the
termination payment is due. |
(C) |
|
Mr. Strong is entitled to receive a bonus of $1,000 for
each Gold Peak unit sold once Gold Peak profits, as defined,
exceed $8,000,000 and 5% of the Gold Peak profits in excess of
$8,259,000 and the balance of an internal rate of return
performance arrangement under his contract. Such amounts are not
included in the above table. |
(D) |
|
Mr. Cantaluppi is entitled to receive two times his then
base salary plus his minimum bonus (prorated for the number of
days actually worked during the calendar year in which his
employment is terminated) if his employment is terminated
without cause or if he is not offered comparable employment upon
a change of control. Although no change of control will occur as
a result of the merger, it is anticipated that
Mr. Cantaluppi will receive a one-time payment of $413,000.
The amount expected to be paid to Mr. Cantaluppi is not
contractual, but was determined by the Wellsford Compensation
Committee to be an appropriate amount to compensate him for the
payment he would have been entitled to receive on the placement
of Wellsfords assets into a liquidating trust, which would
occur if Wellsford does not consummate the merger. |
(E) |
|
The calculations for Lloyd Lynford and Mr. Garfield assume
that a triggering event occurs on the same day that their
employment agreements become effective and, consequently, that
three calendar years remain in the term of each of their
employment agreements. Additionally, the bonus calculations are
made using a 5% present value discount rate. See above under
Employment Agreements Lloyd
Lynford and Jonathan Garfield for further description of
the payments to which Lloyd Lynford and Mr. Garfield are
entitled post-termination. |
Non-Compete
and Confidentiality Arrangements
Jeffrey
Lynford
Jeffrey Lynfords employment agreement provides that the
board of directors may determine in its discretion that he may
not acquire an asset or develop, manage, or otherwise
participate in a specific business opportunity, either directly
or indirectly, if the applicable opportunity would prevent him
from fulfilling his fiduciary responsibilities to Wellsford.
79
David
Strong
During the term of his employment, Mr. Strong may not,
without written consent from Wellsfords President or
Chairman of the board of directors, within the United States
directly or indirectly (1) be employed by or provide
services to any person or entity engaged in a business
competitive with Wellsford, (2) engage in any competitive
business individually, (3) become associated with or hold
an ownership, management or any other interest in a competitive
business, (4) employ or otherwise retain any person or
entity who was employed or retained by Wellsford while
Mr. Strong was employed by Wellsford, or (5) interfere
with Wellsfords business relationships with customers or
suppliers in any manner. Mr. Strong is not prohibited from
(A) investing personal assets in public entities which
engage in competitive businesses so long as he holds less than a
1% equity interest in the competitor, (B) engaging in the
above activities for a competitive business which operates
wholly outside of the geographic regions in which Wellsford
operates or does business, or (C) engaging in the above
activities for any privately owned enterprise.
Confidentiality
All of Wellsfords officers, directors and employees have
acknowledged Wellsfords Code of Business Conduct and
Ethics, which contains provisions requiring the maintenance of
confidentiality and non-disclosure of all of Wellsfords
non-public or otherwise proprietary information.
Additionally, Mr. Strongs employment agreement
contains an express confidentiality covenant, the violation of
which is cause for termination. Mr. Strong has agreed that
he will not, either during or at any time after the term of his
employment, disclose material information about Wellsford or its
officers or directors that he obtained or learned during the
course of his employment, except (1) as required to perform
his job duties and obligations, (2) with express consent
from Wellsfords President or Chairman of the board of
directors, (3) to the extent that the information is public
other than by reason of Mr. Strongs breach of his
agreement, or (4) as required by applicable law or court
order. He is also required to deliver all materials relating to
or belonging to Wellsford that he possesses or are under his
control upon termination of his employment.
Pension
Benefits
Neither Wellsford nor Reis has a pension plan. Both, however,
have separate 401(k) plans for their respective employee groups.
Non-Qualified
Deferred Compensation
The following table set forth Jeffrey Lynfords
participation in Wellsfords deferred compensation plan
during 2006. In January 2006, the subsidiary holding the balance
of the deferred compensation assets and the related liabilities
for deferred compensation was acquired by an entity owned by
Jeffrey Lynford, Mr. Lowenthal and others. During 2006,
there were no other Wellsford employees with a balance in the
deferred compensation plan.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
Registrant
|
|
|
|
|
|
Aggregate
|
|
|
Contributions
|
|
Contributions
|
|
Aggregate
|
|
Aggregate
|
|
Balance at
|
|
|
in Last
|
|
in Last
|
|
Earnings in Last
|
|
Withdrawals/
|
|
Last Fiscal
|
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Distributions
|
|
Year End
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Jeffrey H. Lynford
|
|
$
|
|
|
|
$
|
|
|
|
$
|
892
|
(A)
|
|
$
|
8,262,456
|
(B)
|
|
$
|
|
|
|
|
|
(A) |
|
These earnings are also included in column headed Changes
in Pension Value and Non-Qualified Deferred Compensation
of the Summary Compensation table on page 68. |
(B) |
|
Reflects the amount of the balance acquired from
Wellsfords deferred compensation plan. |
80
Outstanding
Equity Awards At Fiscal Year End Named Executive
Officers
The following table reflects all outstanding equity awards to
Wellsfords named executive officers as of
December 31, 2006. No other named executive officers had
outstanding equity awards at December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Market or
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Payout
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
Market
|
|
Unearned
|
|
Unearned
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Shares,
|
|
Shares,
|
|
|
Number of
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
Units or
|
|
Units or
|
|
|
Securities
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Units of
|
|
Units of
|
|
Other
|
|
Other
|
|
|
Underlying
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Stock That
|
|
Stock That
|
|
Rights
|
|
Rights
|
|
|
Options
|
|
Options
|
|
Unearned
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
Have Not
|
|
that Have
|
|
That Have
|
|
|
Exercisable
|
|
Unexercisable
|
|
Options
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
|
Not Vested
|
|
Not Vested
|
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
Jeffrey H. Lynford
|
|
|
757,728
|
|
|
|
|
|
|
|
|
|
|
$
|
5.81
|
|
|
|
12/31/07
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
151,533
|
|
|
|
|
|
|
|
|
|
|
$
|
5.81
|
|
|
|
12/31/07
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
David Strong
|
|
|
31,196
|
|
|
|
|
|
|
|
|
|
|
$
|
5.81
|
|
|
|
12/31/07
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
10,634
|
|
|
|
|
|
|
|
|
|
|
$
|
5.03
|
|
|
|
12/9/08
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
21,268
|
|
|
|
|
|
|
|
|
|
|
$
|
4.60
|
|
|
|
12/9/09
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
Mark P. Cantaluppi
|
|
|
17,723
|
|
|
|
|
|
|
|
|
|
|
$
|
4.55
|
|
|
|
11/14/09
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
Restricted
Stock and Stock Option Grants Expected to be Made in Connection
with the Merger
The Compensation Committee has determined that concurrently with
the consummation of the merger, stock options will be issued to
Mark P. Cantaluppi and William Sander. In addition, other
executives and key employees of Reis and Wellsford will be given
stock options under Wellsfords existing Management
Incentive Plans. In addition, the employment agreements of Lloyd
Lynford and Mr. Garfield provide for the issuance to them
of restricted stock units.
The number of shares of restricted stock and shares of
underlying stock options expected to be granted to named
executive officers of Wellsford and Reis are set forth in the
following table:
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of
|
|
Number of Shares
|
|
|
Restricted Stock
|
|
Underlying Stock Options
|
|
|
(A)
|
|
(B)
|
|
Lloyd Lynford
|
|
|
100,000
|
|
|
|
|
|
Jonathan Garfield
|
|
|
46,000
|
|
|
|
|
|
Mark P. Cantaluppi
|
|
|
|
|
|
|
75,000
|
|
William Sander
|
|
|
|
|
|
|
150,000
|
|
|
|
|
(A) |
|
Restricted stock units will vest over a three year period and be
issuable at the end of three years if defined levels of
increases on Reis EBITDA are achieved. |
(B) |
|
Stock options will be granted at an exercise price equal to the
closing market price of Wellsfords common stock on the
date the merger is consummated and will vest over a five year
period from the date of the merger. |
81
Option
Exercises and Stock Vested in 2006
The following table reflects the stock options exercised by
Wellsfords named executive officers during 2006. No
restricted stock vested during 2006, all vesting occurred in
prior years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of Shares
|
|
Value Realized
|
|
Number of Shares
|
|
Value Realized
|
|
|
Acquired on Exercise
|
|
on Exercise
|
|
Acquired on Vesting
|
|
on Vesting
|
|
Jeffrey H. Lynford
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
James J. Burns
|
|
|
88,616
|
|
|
$
|
252,999
|
(A)
|
|
|
|
|
|
$
|
|
|
David Strong
|
|
|
175,559
|
|
|
$
|
127,832
|
|
|
|
|
|
|
$
|
|
|
Mark P. Cantaluppi
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
William H. Darrow II
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
(A) |
|
Mr. Burns elected to receive the above amount in cash under
the provisions of the amendments to the Management Incentive
Plans approved by the Wellsford board of directors during 2006.
Upon the completion of the transaction, Mr. Burnss
options were cancelled. |
Compensation
of Directors
During 2006, Wellsford paid to each of its non-employee
directors (1) an annual fee of $20,000, payable quarterly
in cash and (2) a fee of $3,800 payable in cash for each
board meeting at which such director was present in person or by
teleconference. Also during 2006, members of the Audit Committee
received a fee of $1,000 payable in cash for each Audit
Committee meeting at which such Audit Committee member was
present in person or by teleconference and annual compensation
of $10,000, payable quarterly in cash to each Audit Committee
member, except for Mr. Germain, who received annual
compensation of $15,000 payable quarterly in cash for his role
as chairman of the Audit Committee. Jeffrey Lynford, the only
director who is a full-time employee of Wellsford, was not paid
any directors fees during 2006. In addition, Wellsford
reimbursed the directors for travel expenses incurred in
connection with their activities on behalf of Wellsford.
As a result of Wellsfords management and directors
evaluation of business alternatives, effective January 1,
2005, the board eliminated the annual stock payments and grant
of options to its directors. Instead of these stock payments,
which aggregated $16,000 per annum, and option grants of
2,500 options, the board of directors agreed to pay annual fees
of $20,000, payable quarterly in cash to each non-employee
director as described above.
82
Director
Compensation for the 2006 Fiscal Year
The following table details all director compensation during
2006 (Jeffrey Lynford did not receive any director compensation
during 2006):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Qualified
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
or Paid
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensations
|
|
All Other
|
|
|
|
|
in Cash
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Edward Lowenthal
|
|
$
|
58,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
11,276
|
(A)
|
|
$
|
|
|
|
$
|
69,276
|
|
Mark S. Germain
|
|
$
|
73,200
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
73,200
|
|
Douglas Crocker II
|
|
$
|
72,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
72,000
|
|
Meyer S. Frucher
|
|
$
|
72,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
72,000
|
|
Bonnie R. Cohen
|
|
$
|
68,200
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
54,944
|
(B)
|
|
$
|
123,144
|
|
|
|
|
(A) |
|
Mr. Lowenthal was the President of Wellsford until
March 31, 2002. He participated in Wellsfords
deferred compensation plan. On January 27, 2006, the
subsidiary holding the assets of the deferred compensation plan
and the related liability, along with certain real estate, was
sold to a company controlled by Mr. Lowenthal and Jeffrey
Lynford, among others. This amount represents the deferred
compensation account earnings in January 2006. The value of
Mr. Lowenthals share of the deferred compensation
plan approximated $7,687,000 on the date of transfer. |
|
(B) |
|
Represents the net proceeds Ms. Cohen received upon the
cashless exercise of options to purchase shares of
Wellsfords common stock, which she had previously received. |
Future
Compensation Arrangements for Directors
Based upon the recommendation of Cook, the compensation
consultant hired by Wellsford in September 2006, Wellsford will
modify the schedule of cash payments to non-employee directors
as follows:
|
|
|
|
|
Type of Cash Compensation
|
|
Amount
|
|
|
Annual board member retainer
|
|
$
|
20,000
|
|
Board meeting participation fee
|
|
|
3,800
|
|
Audit Committee member retainer
|
|
|
10,000
|
|
Audit Committee chairman retainer
|
|
|
15,000
|
|
Nominating/Governance Committee
member retainer
|
|
|
2,000
|
|
Nominating/Governance Committee
chairman retainer
|
|
|
6,000
|
|
Compensation Committee member
retainer
|
|
|
2,000
|
|
Compensation Committee chairman
retainer
|
|
|
6,000
|
|
Effective after the merger, Wellsford intends to issue annual
restricted stock grants having a value of $40,000 to each
non-employee director.
Director
Equity Awards
It had been Wellsfords procedure to award annual stock
grants and stock option grants to directors as part of the
individual directors annual base compensation at the time
of Wellsfords directors meeting held in the beginning of
December. The December meetings ceased after 2001 and such
options were then issued at the end of the year. Option prices
were set at the market price on the date of grant through 2001
and at the end of the year market price for the year thereafter.
As a result of Wellsford management and the board of directors
considering business alternatives, Wellsford ceased using equity
grants effective January 1, 2005 and substituted an annual
$20,000 cash retainer to directors.
83
Outstanding
Equity Awards at Fiscal Year End Directors
The following table sets forth all outstanding option and stock
awards held by Wellsfords current directors as of
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Market
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Market
|
|
Unearned
|
|
or Payout
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
Value of
|
|
Shares,
|
|
Value of
|
|
|
Number of
|
|
Number of
|
|
Plan Awards:
|
|
|
|
|
|
Number of
|
|
Shares or
|
|
Units or Other
|
|
Unearned
|
|
|
Securities
|
|
Securities
|
|
Number
|
|
|
|
|
|
Shares or
|
|
Units of
|
|
Rights
|
|
Shares,
|
|
|
Underlying
|
|
Underlying
|
|
of Securities
|
|
|
|
|
|
Units of
|
|
Stock
|
|
That
|
|
Units or Other
|
|
|
Unexercised
|
|
Unexercised
|
|
Underlying
|
|
Options
|
|
Option
|
|
Stock That
|
|
That
|
|
Have
|
|
Rights That
|
|
|
Options
|
|
Options
|
|
Unexercised
|
|
Exercise
|
|
Expiration
|
|
Have Not
|
|
Have Not
|
|
Not
|
|
Have
|
|
|
Exercisable
|
|
Unexercisable
|
|
Unearned Options
|
|
Price
|
|
Date
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Not Vested
|
|
Mark S. Germain
|
|
|
68,259
|
|
|
|
|
|
|
|
|
|
|
$
|
5.81
|
|
|
|
12/31/07
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
75,767
|
|
|
|
|
|
|
|
|
|
|
$
|
5.81
|
|
|
|
12/31/07
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
8.89
|
|
|
|
3/15/08
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
5.03
|
|
|
|
12/9/08
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.60
|
|
|
|
12/9/09
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.43
|
|
|
|
12/7/10
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
5.43
|
|
|
|
12/6/11
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.46
|
|
|
|
12/30/12
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
5.24
|
|
|
|
12/30/13
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.09
|
|
|
|
12/30/14
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
Douglas Crocker II
|
|
|
37,882
|
|
|
|
|
|
|
|
|
|
|
$
|
5.81
|
|
|
|
12/31/07
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
8.89
|
|
|
|
3/15/08
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
5.03
|
|
|
|
12/9/08
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.60
|
|
|
|
12/9/09
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.43
|
|
|
|
12/7/10
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
5.43
|
|
|
|
12/6/11
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.46
|
|
|
|
12/30/12
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
5.24
|
|
|
|
12/30/13
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.09
|
|
|
|
12/30/14
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
Meyer S. Frucher
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.43
|
|
|
|
12/7/10
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
5.43
|
|
|
|
12/6/11
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.46
|
|
|
|
12/30/12
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
5.24
|
|
|
|
12/30/13
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
8,862
|
|
|
|
|
|
|
|
|
|
|
$
|
4.09
|
|
|
|
12/30/14
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
(A) |
|
Options expire at adjusted expiration date or five years
from resignation as a director of June 9, 2003, which ever
is earlier. |
Mr. Germain holds 68,259 options which were rolled over
from the Residential Property Trust where he was a director and
75,767 options were granted to him at the formation of Wellsford
in May 1997. Mr. Crocker holds 37,882 options granted at
the formation of Wellsford. Mr. Crocker was EQRs
representative on the board of directors. Wellsfords
predecessor was merged into EQR and EQR obtained approximately
7% of Wellsfords shares and a 20% interest in
Wellsfords development subsidiary at the time of the
formation of Wellsford.
84
Option
Exercises and Stock Vested Directors
As previously discussed, Wellsfords stockholders ratified
the Plan on November 17, 2005. During the first quarter of
2006, Wellsfords board of directors approved amendments to
all outstanding options to allow an option holder to receive
from Wellsford, in cancellation of the holders option, a
cash payment with respect to each cancelled option equal to the
amount of which the fair market value of the share of stock
underlying the option on the date of the election to cancel
exceeds the exercise price of such option. One director,
Ms. Cohen, exercised such right during 2006 and the amount
received is included in the All Other Compensation
column on the director compensation table on page 80.
85
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
|
The following table sets forth information regarding the
beneficial ownership of Wellsford common stock by each person
known by Wellsford to be the beneficial owner of more than 5% of
Wellsfords outstanding common stock, by each director,
each director appointee and nominee, each named executive
officer of Wellsford and by all directors and executive officers
of Wellsford as a group, as of March 31, 2007. Each person
named in the table has sole voting and investment power with
respect to all shares of Wellsford common stock shown as
beneficially owned by such person, except as otherwise set forth
in the notes to the table.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of
|
|
|
Percentage of
|
|
Name and Address of Beneficial Owner (1)
|
|
Beneficial Ownership
|
|
|
Class (2)
|
|
|
Jeffrey H. Lynford (3)
|
|
|
1,111,642
|
|
|
|
13.8%
|
|
David M. Strong (4)
|
|
|
264,356
|
|
|
|
3.3%
|
|
Mark S. Germain (5)
|
|
|
218,158
|
|
|
|
2.7%
|
|
15 Bank Street
|
|
|
|
|
|
|
|
|
White Plains, NY 10606
|
|
|
|
|
|
|
|
|
Edward Lowenthal (6)
|
|
|
132,845
|
|
|
|
1.6%
|
|
Douglas Crocker II (7)
|
|
|
115,504
|
|
|
|
1.4%
|
|
c/o DC Partners LLC
|
|
|
|
|
|
|
|
|
71 South Wacker Drive
|
|
|
|
|
|
|
|
|
34th Floor
|
|
|
|
|
|
|
|
|
Chicago, Illinois 60606
|
|
|
|
|
|
|
|
|
Meyer S. Frucher (8)
|
|
|
44,310
|
|
|
|
*
|
|
324 West
101st Street, #2
|
|
|
|
|
|
|
|
|
New York, New York 10025
|
|
|
|
|
|
|
|
|
Mark P. Cantaluppi (9)
|
|
|
26,201
|
|
|
|
*
|
|
James J. Burns
|
|
|
15,936
|
|
|
|
*
|
|
William H. Darrow II (10)
|
|
|
4,438
|
|
|
|
*
|
|
Bonnie R. Cohen
|
|
|
2,552
|
|
|
|
*
|
|
c/o B.R. Cohen Consultancy
|
|
|
|
|
|
|
|
|
1824 Phelps Place, NW, Unit 1810
|
|
|
|
|
|
|
|
|
Washington, DC 20008
|
|
|
|
|
|
|
|
|
Lloyd Lynford
|
|
|
|
|
|
|
|
|
c/o Reis, Inc.
|
|
|
|
|
|
|
|
|
530 Fifth Avenue
|
|
|
|
|
|
|
|
|
New York, New York 10036
|
|
|
|
|
|
|
|
|
Jonathan Garfield
|
|
|
|
|
|
|
|
|
c/o Reis, Inc.
|
|
|
|
|
|
|
|
|
530 Fifth Avenue
|
|
|
|
|
|
|
|
|
New York, New York 10036
|
|
|
|
|
|
|
|
|
Michael J. Del Giudice
|
|
|
|
|
|
|
|
|
M. Christian Mitchell
|
|
|
|
|
|
|
|
|
All Directors (including director
nominees and appointees) and Executive Officers of Wellsford as
a group
(14 persons) (11)
|
|
|
1,935,942
|
|
|
|
24.0%
|
|
Davidson Kempner Partners (12)
|
|
|
847,870
|
|
|
|
10.5%
|
|
885 Third Avenue
|
|
|
|
|
|
|
|
|
New York, New York 10022
|
|
|
|
|
|
|
|
|
S. Muoio & Co. LLC (12)
|
|
|
621,400
|
|
|
|
7.7%
|
|
509 Madison Avenue, Suite 406
|
|
|
|
|
|
|
|
|
New York, New York 10022
|
|
|
|
|
|
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of
|
|
|
Percentage of
|
|
Name and Address of Beneficial Owner (1) (Continued)
|
|
Beneficial Ownership
|
|
|
Class (2)
|
|
|
Caroline Hunt Trust Estate
(12)
|
|
|
405,500
|
|
|
|
5.0%
|
|
500 Crescent Court, Suite 300
|
|
|
|
|
|
|
|
|
Dallas, Texas 75201
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Less than 1.0% |
|
(1) |
|
Unless otherwise indicated, the address of each person is
c/o Wellsford Real Properties, Inc., 535 Madison Avenue,
26th Floor, New York, New York 10022. |
|
(2) |
|
Assumes the total number of shares outstanding on March 31,
2007 is 6,646,738, plus the conversion or exercise at
March 31, 2007 of options to acquire 1,414,876 shares
of common stock (all of which are exercisable at March 31,
2007). |
|
(3) |
|
Includes 909,261 shares of common stock issuable upon the
exercise of options, all of which are exercisable at
March 31, 2007. Options to purchase 757,728 of these shares
represent replacement options for Trust share options. Also
includes 163,787 shares of common stock held in a
non-qualified deferred compensation trust with respect to which
Jeffrey Lynford will not have voting power until the shares of
common stock are distributed from the deferred compensation
account. Also includes 17,956 shares of common stock held
by the Lynford Family Charitable Trust; Jeffrey Lynford
disclaims beneficial ownership of such shares. Also includes
3,554 shares of common stock held by Jeffrey Lynfords
Keogh account and 310 shares of common stock held in his
401(k) account. |
|
(4) |
|
Includes 63,098 shares of common stock issuable upon the
exercise of options, all of which are exercisable at
March 31, 2007. Options to purchase 42,816 of these shares
represent replacement options for Trust share options. |
|
(5) |
|
Includes 214,922 shares of common stock issuable upon the
exercise of options, all of which are exercisable at
March 31, 2007. Options to purchase 68,259 of these shares
represent replacement options for Trust share options. |
|
(6) |
|
Includes 92,700 shares of common stock held in a
non-qualified deferred compensation trust with respect to which
Mr. Lowenthal will not have voting power until the shares
of common stock are distributed from the deferred compensation
account. Also includes 145 shares of common stock held by
Mr. Lowenthals wife; Mr. Lowenthal disclaims
beneficial ownership of such shares. Also includes
1,000 shares of common stock held by
Mr. Lowenthals Keogh account. |
|
(7) |
|
Includes 108,778 shares of common stock issuable upon the
exercise of options, all of which are exercisable at
March 31, 2007. |
|
(8) |
|
Includes 44,310 shares of common stock issuable upon the
exercise of options, all of which are exercisable at
March 31, 2007. |
|
(9) |
|
Includes 17,723 shares of common stock issuable upon the
exercise of options, all of which are exercisable at
March 31, 2007. |
|
(10) |
|
Includes 1,250 shares of common stock held in
Mr. Darrows IRA account. |
|
(11) |
|
Includes the shares of common stock referred to in footnotes
(3) through (10) above. |
|
(12) |
|
This information is based solely upon our review of the most
recent Schedule 13G filings, or amendments thereof, or
Form 4 filed by such filer with the SEC by March 31,
2007. |
87
Securities
Authorized for Issuance Under Equity Compensation
Plans
The following table details information for each of
Wellsfords compensation plans at December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
Remaining Available
|
|
|
|
|
|
|
for Future Issuance
|
|
|
|
|
|
|
Under Equity
|
|
|
Number of Securities
|
|
Weighted Average
|
|
Compensation Plans
|
|
|
to be Issued upon
|
|
Exercise Price of
|
|
(Excluding Securities
|
|
|
Exercise of Options
|
|
Outstanding Options
|
|
Reflected in Column (a))
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved
by stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rollover Stock Option Plan
|
|
|
825,987
|
|
|
$
|
5.81
|
|
|
|
170,845
|
|
1997 Management Incentive Plan
|
|
|
348,731
|
|
|
$
|
6.04
|
|
|
|
258,187
|
|
1998 Management Incentive Plan
|
|
|
240,158
|
|
|
$
|
4.73
|
|
|
|
353,574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,414,876
|
|
|
|
|
|
|
|
782,606
|
|
Equity compensation plans not
approved by stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,414,876
|
|
|
$
|
5.68
|
|
|
|
782,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For additional information regarding Wellsfords stock
option plans, including an increase in the number of options and
a decline in their exercise prices as a result of the initial
liquidating distribution, and other adjustments, see
Footnote 9 to Wellsfords consolidated financial
statements. The 1997 Plan and the Rollover Stock Option Plan
expire on April 17, 2007. Any unissued options under either
of these plans will no longer be available for issuance after
that date.
|
|
Item 13.
|
Certain
Relationships and Related Transactions and Director
Independence.
|
Related
Party Transactions
Wellsfords Code of Business Conduct and Ethics For
Directors, Senior Financial Officers, other Officers and all
other Employees provides for the avoidance of situations that
create an actual or potential conflict between a
directors, officers or employees personal (or
business) interests and the interests of Wellsford. The code
requires the disclosure of such information to Wellsfords
Chief Financial Officer. In accordance with the policies set
forth in the code, the Chief Financial Officers practice
is to bring all situations involving an actual or potential
conflict of interest to the attention of the board of directors,
which then reviews the matter. The standard applied by the
board of directors seeks to ensure that the terms of any related
party transaction are at least arms length and otherwise
fair and in the best interests of Wellsford.
Wellsford, through the years, has had a number of business
dealings with companies or individuals which are considered
related parties. Wellsfords practice has been to disclose
all such relationships and the economics of the transactions in
the notes to the financial statements and where required in its
annual or special proxy statements. In such instances the
applicable officer or director has recused himself or herself
from the decision and approval process and the disinterested
directors formally approved the transaction.
Wellsford has had a financial interest in Reis since 1998 and
currently owns an aggregate 23% interest on an as converted
common stock basis. Since 2000, Wellsfords former
President and current director Mr. Lowenthal has been
Wellsfords representative on the Reis board. In addition,
the Chief Executive Officers of Wellsford and Reis are brothers.
As a result of the transaction and depending on the election by
the other Reis stockholders, Lloyd Lynford could own up to 11.5%
of the outstanding shares of Wellsford after the merger, thereby
becoming Wellsfords largest stockholder, and
Mr. Garfield could own up to 7.7%. As disclosed elsewhere
in this annual report on Form 10-K/A, they both will receive
substantial cash payments as a result of the merger as well as
future compensation. Each of Lloyd Lynford and Mr. Garfield
will become a director of Wellsford, Lloyd Lynford will become
President and Chief Executive Officer of Wellsford and
Mr. Garfield will
88
become Executive Vice President of Wellsford. Jeffrey Lynford
and Mr. Lowenthal have and will continue to recuse
themselves from any investment decisions made by Wellsford
pertaining to Reis, including the vote of Wellsfords board
of directors to approve the merger and the merger agreement.
As a result of the existing relationships, a committee of the
independent directors, chaired by Mr. Crocker, was formed
to evaluate and determine the advisability of entering into the
merger agreement and approving the merger agreement and all
other relevant matters. Jeffrey Lynford and Mr. Lowenthal
recused themselves from all approval decisions.
Messrs. Burns and Cantaluppi represented Wellsford in the
process. As a result of prior experience with Lazard, the
independent committee engaged that firm to perform due diligence
and issue a fairness opinion to the Wellsford board of directors
with respect to the consideration being given to the Reis
stockholders. Ernst & Young LLP was engaged by
Wellsford to provide due diligence reviewing Reiss prior
financial statements and for the 2005, 2004 and 2003 tax
returns. Anchin, Bloch & Anchin LLP was engaged to
provide due diligence with respect to Reiss computer
information systems and database.
Wellsford currently has direct equity investments in Reis. At
September 30, 2006 and December 31, 2005, the carrying
amount of Wellsfords aggregate investment in Reis was
approximately $20,000,000 (liquidation basis). This investment
represents approximately 23% of Reiss equity on an as
converted to common stock basis at December 31, 2006. Such
investment has a cost basis of $6,790,000.
A portion of the Wellsford investment in Reis is held directly
by Wellsford and the remainder was held by Reis Capital.
Wellsford owned an approximate 51.09% non-controlling interest
in Reis Capital. An affiliate of a significant stockholder of
Wellsford, the Caroline Hunt Trust Estate (which owns
405,500 shares of common stock of Wellsford at
September 30, 2006 and at December 31, 2005 and 2004,
and which we refer to as the Hunt Trust), who, together with
other Hunt Trust related entities, owned an approximate 39%
interest in Reis Capital. In September 2006, the members of Reis
Capital approved the dissolution of Reis Capital and in October
2006 they distributed the shares of Reis preferred stock that
Reis Capital held to its members, including Wellsford Capital.
Investments by Wellsfords officers and directors at
December 31, 2006, together with shares of common stock
held by Jeffrey Lynford represent approximately 3% of
Reiss equity, on an as converted to common stock basis.
Additionally, a company controlled by the Chairman of EQR owns
Series C and Series D preferred stock which aggregate
to an approximate 5% interest in Reis on an as converted to
common stock basis.
Certain
Relationships and Other Related Transactions
The following table details revenues and expenses for
transactions with affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year
|
|
For the Period
|
|
For the Period
|
|
|
Ended
|
|
November 18 to
|
|
January 1 to
|
|
|
December 31,
|
|
December 31,
|
|
November 17,
|
|
|
2006
|
|
2005
|
|
2005
|
|
|
|
|
(Going Concern
|
|
|
(Liquidation Basis)
|
|
Basis)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
WP Commercial fees(A):
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset disposition fee revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
518,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
518,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
EQR credit enhancement
|
|
$
|
|
|
|
$
|
|
|
|
$
|
9,000
|
|
Fees to our partners, or their
affiliates, on residential development projects
|
|
|
600,000
|
|
|
|
83,000
|
|
|
|
595,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
600,000
|
|
|
$
|
83,000
|
|
|
$
|
604,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) |
|
Wellsford/Whitehall was a joint venture by and among Wellsford,
various entities affiliated with the Whitehall Funds, which we
refer to as Whitehall, private real estate funds sponsored by
The Goldman |
89
|
|
|
|
|
Sachs Group, Inc. The managing member, which we refer to as WP
Commercial, is a Goldman Sachs and Whitehall affiliate.
Wellsfords investment in Wellsford/Whitehall was redeemed
in September 2005. |
Jeffrey Lynford and Edward Lowenthal were members of the EQR
board of directors from the date of the merger with EQR in May
1997 through their retirements from the EQR board in May 2003.
In addition, the former President and vice chairman of EQR,
Mr. Crocker, is a member of Wellsfords board of
directors. David J. Neithercut, the current President and Chief
Executive Officer of EQR, was elected to Wellsfords board
on January 1, 2004 to represent EQRs interests in
Wellsford. Mr. Neithercut resigned as a director in April
2005. EQR had a 7.075% and a 14.15% interest in Wellsfords
residential project in Denver, Colorado at December 31,
2005 and 2004, respectively, and provided credit enhancement
through May 2005. A subsidiary of EQR was the holder of
$25,000,000 of Convertible Trust Preferred Securities and
the 169,903 shares of
class A-1
common stock of Wellsford. On January 25, 2006, EQR, the
sole holder of the outstanding
class A-1
common shares, converted its 169,903
class A-1 shares
to shares of Wellsford common stock. The Convertible
Trust Preferred Securities, which were issued in 2000 under
the terms of the EQR merger, had an interest rate of 8.25% and
were redeemed in April 2005.
With respect to EQRs 14.15% interest at December 31,
2004 in the corporation that owns Palomino Park, there existed a
put/call option between Wellsford and EQR related to one-half of
such interest (7.075%). In February 2005, Wellsford informed EQR
of its intent to exercise this option at a purchase price of
$2,087,000. This transaction was completed in October 2005.
Aggregate distributions from the subsidiary corporations
available cash and sales proceeds of approximately $4,080,000
were made to EQR during the fourth quarter of 2005.
In January 2006, a company which is owned by Jeffrey Lynford,
Mr. Lowenthal, the principal of Wellsfords joint
venture partner in Wellsfords East Lyme, Connecticut
project and others acquired from Wellsford a 10 acre parcel
and a contract to acquire a contiguous 14 acre parcel in
Beekman, New York, which we refer to as Beekman, at
Wellsfords aggregate cost of approximately $1,297,000.
This was accomplished through a sale of the entities that owned
the Beekman project. As part of this transaction, the balance of
the deferred compensation assets aggregating approximately
$14,721,000 held for the benefit of Jeffrey Lynford and
Mr. Lowenthal, including an aggregate of
256,487 shares of common stock held in such accounts, were
also acquired. Wellsford was relieved of the remaining deferred
compensation liability which amounted to approximately
$14,721,000 at December 31, 2005.
Director
Independence
A majority of the members of the board qualify as independent
directors under the listing standards of the AMEX, the Exchange
Act and the requirements of any other applicable regulatory
authority, including the SEC. The board annually reviews the
relationship of each director with Wellsford and only those
directors who the board affirmatively determines have no
material relationship with Wellsford are deemed to be
independent directors in accordance with those standards and
requirements. Accordingly, the board determined that all members
of the board are independent directors and have no material
relationship with Wellsford other than as a director over the
last three years, except for Jeffrey Lynford and, with respect
to Edward Lowenthal, through the year ended December 31,
2006. Each member of the Compensation, Nominating and Audit
Committees is independent as defined under the AMEXs
standards and Section 10A(m)(3) of the Exchange Act as it
pertains to audit committees.
|
|
Item 14.
|
Principal
Accountant Fees and Services.
|
During the fiscal years ended December 31, 2006 and 2005,
Ernst & Young LLP provided various audit and non-audit
services to Wellsford. Set forth below are the aggregate fees
billed for these services:
Audit Fees: Aggregate fees billed for
professional services rendered for (1) the audit of
Wellsfords annual financial statements for the years ended
December 31, 2006 and 2005, (2) the reviews of the
financial statements included in Wellsfords quarterly
reports on
Form 10-Q
during 2006 and 2005, (3) the internal control audit
associated with the Sarbanes-Oxley Act Section 404
requirements in 2005 and
90
(4) services associated with Wellsfords registration
statements filed with the SEC, including fees associated with
the merger-related filings, were $574,729 and $877,355 for 2006
and 2005, respectively.
Audit-Related Fees: Aggregate fees and
expenses billed for audit-related services, including due
diligence services, were $79,907 for the year ended December 31,
2006. No fees were billed for other audit-related services to
Wellsford for the year ended December 31, 2005.
Tax Fees: Aggregate fees billed for tax
services, including tax return preparation, other tax compliance
and tax consulting services were $115,000 and $54,581 for the
years ended December 31, 2006 and 2005, respectively.
All Other Fees: No other fees were
billed by Ernst & Young LLP for the years ended
December 31, 2006 and 2005.
For a discussion of the Audit Committees pre-approval
policies and procedures, see Item 10. Directors,
Executive Officers and Corporate Governance Board
Committees Audit Committee above.
91
PART IV
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules.
|
(a) (1) Financial
Statements
The following consolidated financial statements are included as
a separate section of this annual report on
Form 10-K
(commencing on
page F-1):
Consolidated Statement of Net Assets in Liquidation (liquidation
basis) at December 31, 2006 and 2005
Consolidated Statement of Changes in Net Assets in Liquidation
(liquidation basis) for the Year Ended December 31, 2006
and for the Period November 18, 2005 to December 31,
2005
Consolidated Statements of Operations (going concern basis) for
the Period January 1, 2005 to November 17, 2005 and
for the Year Ended December 31, 2004
Consolidated Statements of Changes in Shareholders Equity
(going concern basis) for the Period January 1, 2005 to
November 17, 2005 and for the Year Ended December 31,
2004
Consolidated Statements of Cash Flows for the Year Ended
December 31, 2006 and for the Period November 18, 2005
to December 31, 2005 (liquidation basis), and for the
Period January 1, 2005 to November 17, 2005 and for
the Year Ended December 31, 2004 (going concern basis)
Notes to Consolidated Financial Statements
Wellsford/Whitehall Group, L.L.C. Consolidated Financial
Statements and Notes
(2) Financial
Statement Schedules
III. Real Estate and Accumulated Depreciation.
All other schedules have been omitted because the required
information of such other schedules is not present, is not
present in amounts sufficient to require submission of the
schedule or is included in the consolidated financial statements.
(3) Exhibits
|
|
|
|
|
(a) Exhibit No.
|
|
Description
|
|
|
2
|
.1
|
|
Plan of Liquidation*
|
|
2
|
.2
|
|
Agreement and Plan of Merger,
dated as of October 11, 2006, by and among Wellsford, Reis
Services, LLC and Reis, Inc. §
|
|
2
|
.3
|
|
Voting Agreement, dated as of
October 11, 2006, by and among Wellsford and certain
stockholders of Reis, Inc. listed in Schedule A to the Voting
Agreement. §
|
|
3
|
.1
|
|
Articles of Amendment and
Restatement of Wellsford.****
|
|
3
|
.2
|
|
Articles Supplementary.
§§§
|
|
3
|
.3
|
|
Amended and Restated Bylaws of
Wellsford. ~ ~ ~ ~
|
|
3
|
.4
|
|
Amendment to Amended and Restated
Bylaws. §§
|
|
4
|
.1
|
|
Specimen certificate for Common
Stock.***
|
|
10
|
.1
|
|
Common Stock and Preferred Stock
Purchase Agreement by and between the Wellsford and ERP
Operating Limited Partnership, dated as of May 30, 1997.****
|
|
10
|
.2
|
|
Amended and Restated 1998
Management Incentive Plan of Wellsford.(A)
|
|
10
|
.3
|
|
1997 Management Incentive Plan of
Wellsford.** (A)
|
|
10
|
.4
|
|
Rollover Stock Option Plan of
Wellsford.** (A)
|
|
10
|
.5
|
|
Amendment to Registration Rights
Agreement, dated as of May 5, 2000, by and between
Wellsford and ERP Operating Limited
Partnership.
|
|
10
|
.6
|
|
Employment Agreement between
Wellsford and James J. Burns.## (A)
|
92
|
|
|
|
|
(a) Exhibit No.
|
|
Description
|
|
|
10
|
.6.1
|
|
Letter Agreement, dated as of
March 21, 2006, between Wellsford and James J.
Burns.§§ (A)
|
|
10
|
.7
|
|
Employment Agreement between
Wellsford and Mark P. Cantaluppi. ~ ~ (A)
|
|
10
|
.7.1
|
|
Letter Agreement, dated as of
March 21, 2006, between Wellsford and Mark P.
Cantaluppi.§§ (A)
|
|
10
|
.8
|
|
Second Amended and Restated
Employment Agreement, dated August 19, 2004, between
Wellsford and Jeffrey H. Lynford.### (A)
|
|
10
|
.9
|
|
Third Amended and Restated
Employment Agreement, dated October 19, 2004, between
Wellsford and David M. Strong. ~ (A)
|
|
10
|
.9.1
|
|
Amendment to Third Amended and
Restated Employment Agreement, dated March 8, 2006, between
Wellsford and David M. Strong (A)
|
|
10
|
.10
|
|
Commercial Revolving and
Construction Loan Agreement, dated December 23, 2004,
between East Lyme Housing Ventures, LLC and Wachovia Bank,
National Association.+
|
|
10
|
.11
|
|
Promissory Note dated
December 23, 2004, between East Lyme Housing Ventures, LLC
and Wachovia Bank, National Association.+
|
|
10
|
.12
|
|
Unconditional Guaranty dated
December 23, 2004, by and among Wellsford Real Properties,
Inc., East Lyme Housing Ventures, LLC and Wachovia Bank,
National Association.+
|
|
10
|
.13
|
|
Revolving Promissory Note dated
December 23, 2004 between East Lyme Housing Ventures, LLC
and Wachovia Bank, National Association.+
|
|
10
|
.14
|
|
Development loan agreement, dated
as of April 6, 2005, by and between Gold Peak at Palomino
Park LLC and Key Bank National Association. ~ ~ ~
|
|
10
|
.15
|
|
Promissory Note for the $8,800,000
Development Loan, dated as of April 6, 2005, by Gold Peak
at Palomino Park LLC as Maker to Key Bank National Association
as Payee. ~ ~ ~
|
|
10
|
.16
|
|
Payment Guaranty for the
$8,800,000 Development Loan, dated as of April 6, 2005, by
Wellsford as Guarantor to and for the benefit of Key Bank
National Association as lender. ~ ~ ~
|
|
10
|
.17
|
|
Construction Loan Agreement, dated
as of April 6, 2005, by and between Gold Peak at Palomino
Park LLC and Key Bank National Association. ~ ~ ~
|
|
10
|
.18
|
|
Promissory Note for the
$20,000,000 Construction Loan, dated as of April 6, 2005,
by Gold Peak at Palomino Park LLC as Maker to Key Bank National
Association as Payee. ~ ~ ~
|
|
10
|
.19
|
|
Payment Guaranty for the
$20,000,000 Construction Loan, dated as of April 6, 2005,
by Wellsford as Guarantor to and for the benefit of Key Bank
National Association as lender. ~ ~ ~
|
|
10
|
.20
|
|
Purchase and Sale Contract for
Palomino Park, Douglas County, Colorado, by and between Park at
Highlands, LLC, Red Canyon at Palomino Park, LLC, Green River at
Palomino Park, LLC and Teachers Insurance and Annuity
Association of America, dated August 26, 2005.#
|
|
10
|
.21
|
|
Unconditional Guaranty by and
among Claverack Housing Ventures, LLC, Sciame Development, Inc.,
Wellsford and Wachovia Bank National Association, dated
December 15, 2005.++
|
|
10
|
.22
|
|
Amended and Restated Mortgage Note
by and between Claverack Housing Ventures, LLC and Wachovia Bank
National Association, dated December 15, 2005.++
|
|
10
|
.23
|
|
Building Loan Mortgage Note by and
between Claverack Housing Ventures, LLC and Wachovia Bank
National Association, dated December 15, 2005.++
|
|
10
|
.24
|
|
Building Loan Mortgage, Assignment
of Rents and Security Agreement by and between Claverack Housing
Ventures, LLC and Wachovia Bank National Association, dated
December 15, 2005.++
|
|
10
|
.25
|
|
Purchase and Sale Agreement, dated
as of January 27, 2006, between Wellsford and Beekman
Acquisition, LLC.++
|
|
10
|
.30
|
|
Employment Agreement among
Wellsford, Reis Services, LLC, and Lloyd Lynford.
§§§§ (A)
|
|
10
|
.31
|
|
Employment Agreement among
Wellsford, Reis Services, LLC, and Jonathan Garfield.
§§§§ (A)
|
|
10
|
.32
|
|
Credit Agreement, dated as of
October 11, 2006, among Reis, Inc., as Borrower, the Lenders
listed therein, as lenders, Bank of Montreal, Chicago Branch, as
Administrative Agent, and BMO Capital Markets, as Lead Arranger.
§§§§§
|
|
10
|
.33
|
|
Employment Agreement between Reis
Services, LLC, as employer, Wellsford Real Properties, Inc.,
with respect to certain provisions, and William Sander. (A)
|
93
|
|
|
|
|
(a) Exhibit No.
|
|
Description
|
|
|
14
|
.1
|
|
Wellsford Amended Code of Business
Conduct and Ethics for Directors, Senior Financial Officers,
Other Officers and All Other Employees.
|
|
21
|
.1
|
|
Subsidiaries of the
Registrant.
|
|
23
|
.1
|
|
Consent of Ernst & Young
LLP
|
|
23
|
.2
|
|
Consent of Ernst & Young
LLP
|
|
31
|
.1
|
|
Chief Executive Officer
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
31
|
.2
|
|
Chief Financial Officer
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
32
|
.1
|
|
Chief Executive Officer and Chief
Financial Officer Certifications pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
The following previously filed documents are incorporated by
reference herein as indicated.
|
|
|
(A) |
|
This document is either a management contract or compensatory
plan. |
|
|
|
Previously filed as an exhibit to the
Form 10-K
filed on March 29, 2007. |
|
* |
|
Previously filed with the Definitive Proxy Statement on
Form 14A filed on October 11, 2005. |
|
** |
|
Previously filed as an exhibit to the
Form 10/A
Amendment No. 1 filed on May 21, 1997. |
|
*** |
|
Previously filed as an exhibit to the
Form 10/A
Amendment No. 2 filed on May 28, 1997. |
|
**** |
|
Previously filed as an exhibit to the
Form S-11
filed on July 30, 1997. |
|
|
|
Wellsford acquired its interest in a number of these documents
by assignment. |
|
|
|
Previously filed as an exhibit to the
Form 8-K
filed on November 18, 2005. |
|
|
|
Previously filed as an exhibit to the
Form 8-K
filed on March 13, 2006. |
|
|
|
Previously filed as an exhibit to the
Form 8-K
filed on May 11, 2000. |
|
+ |
|
Previously filed as an exhibit to the
Form 10-K
filed on March 15, 2005. |
|
++ |
|
Previously filed as an exhibit to the
Form 10-K
filed on March 16, 2006. |
|
# |
|
Previously filed as an exhibit to the
Form 10-Q
filed on November 8, 2005. |
|
## |
|
Previously filed as an exhibit to the
Form 10-Q
filed on May 6, 2004. |
|
### |
|
Previously filed as an exhibit to the
Form 10-Q
filed on November 5, 2004. |
|
~ |
|
Previously filed as an exhibit to the
Form 8-K
filed on October 22, 2004. |
|
~ ~ |
|
Previously filed as an exhibit to the
Form 8-K
filed on May 23, 2005. |
|
~ ~ ~ |
|
Previously filed as an exhibit to the
Form 8-K
filed on April 11, 2005. |
|
~ ~ ~ ~ |
|
Previously filed as an exhibit to the
Form 8-K
filed on October 3, 2005. |
|
§ |
|
Previously filed as an exhibit to the
Form 8-K
filed on October 12, 2006. |
|
§§ |
|
Previously filed as an exhibit to the
Form 8-K
filed on March 24, 2006. |
|
§§§ |
|
Previously filed as an exhibit to the
Form 8-K
filed on December 21, 2006. |
|
§§§§ |
|
Previously filed as an exhibit to the
Form S-4
filed on December 28, 2006. |
|
§§§§§ |
|
Previously filed as an exhibit to Amendment No. 1 to the
Form S-4
filed on March 9, 2007. |
(c) The following exhibits are filed as exhibits to this
Form 10-K:
See Item 15 (a) (3) above.
(d) Not applicable.
94
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WELLSFORD REAL PROPERTIES, INC.
|
|
|
|
By:
|
/s/ Mark
P. Cantaluppi
|
Mark P. Cantaluppi
Vice President, Chief Financial Officer
Dated: April 27, 2007
95
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
F-2
|
|
|
|
|
F-3
|
|
|
|
|
F-4
|
|
|
|
|
F-5
|
|
|
|
|
F-6
|
|
|
|
|
F-7
|
|
|
|
|
F-9
|
|
|
|
|
F-46
|
|
|
FINANCIAL STATEMENT
SCHEDULES
|
|
|
|
|
|
|
|
|
S-1
|
|
All other schedules have been omitted because the required
information for such other schedules is not present, is not
present in amounts sufficient to require submission of the
schedule or because the required information is included in the
consolidated financial statements.
F-1
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board
of Directors and Shareholders of
Wellsford Real Properties, Inc.
We have audited the accompanying consolidated statements of net
assets in liquidation (liquidation basis) of Wellsford Real
Properties, Inc. and subsidiaries (the Company) as
of December 31, 2006 and 2005, and the related consolidated
statements of changes in net assets in liquidation (liquidation
basis) and cash flows (liquidation basis) for the year ended
December 31, 2006 and for the period from November 18,
2005 to December 31, 2005. We have also audited the
consolidated statements of operations, changes in
shareholders equity and cash flows for the period from
January 1, 2005 to November 17, 2005 and the year
ended December 31, 2004. Our audit also included the
financial statement schedule listed in the Index. These
financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits. The
financial statements of Second Holding Company, LLC (a joint
venture in which the Company had a 51.09% interest until such
interest was sold on November 30, 2004), have been audited
by other auditors whose report has been furnished to us; insofar
as our opinion on the consolidated financial statements relates
to the amounts included for Second Holding Company, LLC, it is
based solely on their report. In the consolidated financial
statements, the Companys equity in net (loss) income of
Second Holding Company, LLC is stated at $(4,790,262) for the
year ended December 31, 2004.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. We were not engaged to perform an
audit of the Companys internal control over financial
reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits and the report of other
auditors provide a reasonable basis for our opinion.
As described in Note 1 to the consolidated financial
statements, the shareholders of the Company approved a plan of
liquidation on November 17, 2005 and the Company commenced
liquidation shortly thereafter. As a result, the Company has
changed its basis of accounting for periods subsequent to
November 17, 2005 from the going-concern basis to a
liquidation basis.
In our opinion, based upon our audits and the report of other
auditors, the financial statements referred to above present
fairly, in all material respects, the consolidated net assets in
liquidation (liquidation basis) of the Company and subsidiaries
at December 31, 2006 and 2005, and the related changes in
consolidated net assets in liquidation (liquidation basis) and
cash flows (liquidation basis) for the year ended
December 31, 2006 and for the period from November 18,
2005 to December 31, 2005, and the consolidated results of
their operations and their cash flows for the period from
January 1, 2005 through November 17, 2005 and the year
ended December 31, 2004 in conformity with U.S. generally
accepted accounting principles applied on the bases described in
the preceding paragraph. Also, in our opinion, the related
financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
Chicago, IL
March 27, 2007
F-2
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
Consolidated
Statements of Net Assets in Liquidation
(Liquidation Basis)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Assets
|
Real estate assets under
development
|
|
$
|
41,159,400
|
|
|
$
|
44,233,031
|
|
|
|
|
|
|
|
|
|
|
Investment in Reis, Inc.
|
|
|
20,000,000
|
|
|
|
20,000,000
|
|
Investments in joint ventures
|
|
|
423,000
|
|
|
|
453,074
|
|
|
|
|
|
|
|
|
|
|
Total real estate and investments
|
|
|
61,582,400
|
|
|
|
64,686,105
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
39,050,333
|
|
|
|
41,027,086
|
|
Restricted cash and investments
|
|
|
2,936,978
|
|
|
|
18,953,325
|
|
Receivables, prepaid and other
assets
|
|
|
2,230,008
|
|
|
|
2,003,635
|
|
Deferred merger costs
|
|
|
2,677,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
108,477,483
|
|
|
|
126,670,151
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Net Assets in
Liquidation
|
Liabilities:
|
|
|
|
|
|
|
|
|
Mortgage notes and construction
loans payable
|
|
|
20,129,461
|
|
|
|
19,250,344
|
|
Construction payables
|
|
|
2,226,599
|
|
|
|
3,878,872
|
|
Accrued expenses and other
liabilities (including merger costs of $654,860 at
December 31, 2006)
|
|
|
5,912,191
|
|
|
|
6,977,182
|
|
Reserve for estimated costs during
the liquidation period
|
|
|
18,301,885
|
|
|
|
24,057,079
|
|
Reserve for option cancellations
|
|
|
2,633,408
|
|
|
|
|
|
Deferred compensation liability
|
|
|
|
|
|
|
14,720,730
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
49,203,544
|
|
|
|
68,884,207
|
|
|
|
|
|
|
|
|
|
|
Minority interests at estimated
value
|
|
|
1,678,378
|
|
|
|
1,216,530
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and minority
interests
|
|
|
50,881,922
|
|
|
|
70,100,737
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets in liquidation
|
|
$
|
57,595,561
|
|
|
$
|
56,569,414
|
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements
F-3
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
(Liquidation Basis)
|
|
|
|
|
|
|
|
|
|
|
For the
|
|
|
For the Period
|
|
|
|
Year Ended
|
|
|
November 18, 2005 to
|
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
Shareholders
equity November 17, 2005 (going concern basis)
|
|
|
|
|
|
$
|
101,817,561
|
|
Adjustments relating to adoption
of liquidation basis of accounting:
|
|
|
|
|
|
|
|
|
Adjustment of real estate
investments and other assets to net realizable value, net of
liability for income taxes
|
|
|
|
|
|
|
72,485,014
|
|
Accrual of estimated costs of
liquidation and termination
|
|
|
|
|
|
|
(24,767,375
|
)
|
Adjustment of carrying amounts of
minority interests
|
|
|
|
|
|
|
(2,646,198
|
)
|
|
|
|
|
|
|
|
|
|
Net assets in
liquidation beginning of period
|
|
$
|
56,569,414
|
|
|
|
146,889,002
|
|
Operating income
|
|
|
1,767,467
|
|
|
|
220,942
|
|
Exercise of stock options
|
|
|
1,008,035
|
|
|
|
56,074
|
|
Sales of real estate assets under
development and other changes in net real estate assets under
development, net of minority interest and estimated income taxes
|
|
|
1,551,640
|
|
|
|
|
|
Provision for option cancellation
reserve
|
|
|
(4,226,938
|
)
|
|
|
|
|
Change in option cancellation
reserve
|
|
|
925,943
|
|
|
|
|
|
Distributions to stockholders
|
|
|
|
|
|
|
(90,596,604
|
)
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in net assets
in liquidation
|
|
|
1,026,147
|
|
|
|
(90,319,588
|
)
|
|
|
|
|
|
|
|
|
|
Net assets in
liquidation end of period
|
|
$
|
57,595,561
|
|
|
$
|
56,569,414
|
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements
F-4
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
For the
|
|
|
|
January 1 to
|
|
|
Year Ended
|
|
|
|
November 17,
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
Rental revenue
|
|
$
|
12,153,235
|
|
|
$
|
13,366,695
|
|
Revenue from sales of residential
units
|
|
|
488,075
|
|
|
|
12,288,483
|
|
Interest revenue from debt
instruments
|
|
|
59,049
|
|
|
|
176,805
|
|
Fee revenue
|
|
|
518,000
|
|
|
|
796,617
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
13,218,359
|
|
|
|
26,628,600
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
Cost of sales of residential units
|
|
|
385,631
|
|
|
|
10,130,861
|
|
Property operating and maintenance
|
|
|
4,806,411
|
|
|
|
4,786,558
|
|
Real estate taxes
|
|
|
842,811
|
|
|
|
1,191,282
|
|
Depreciation and amortization
|
|
|
3,886,889
|
|
|
|
4,636,684
|
|
Property management
|
|
|
331,261
|
|
|
|
316,479
|
|
Interest:
|
|
|
|
|
|
|
|
|
Mortgage notes payable
|
|
|
4,658,626
|
|
|
|
6,148,762
|
|
Debentures
|
|
|
823,643
|
|
|
|
2,099,815
|
|
General and administrative
|
|
|
7,887,820
|
|
|
|
8,270,768
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
23,623,092
|
|
|
|
37,581,209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from joint ventures
|
|
|
11,849,733
|
|
|
|
(23,715,114
|
)
|
|
|
|
|
|
|
|
|
|
Interest income on cash and
investments
|
|
|
1,492,116
|
|
|
|
1,020,726
|
|
|
|
|
|
|
|
|
|
|
Minority interest benefit
|
|
|
172,176
|
|
|
|
88,478
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
and discontinued operations
|
|
|
3,109,292
|
|
|
|
(33,558,519
|
)
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
91,000
|
|
|
|
(130,000
|
)
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations
|
|
|
3,018,292
|
|
|
|
(33,428,519
|
)
|
Income from discontinued
operations, net of income tax expense of $80,000
|
|
|
|
|
|
|
725,069
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
3,018,292
|
|
|
$
|
(32,703,450
|
)
|
|
|
|
|
|
|
|
|
|
Per share amounts, basic and
diluted:
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations
|
|
$
|
0.47
|
|
|
$
|
(5.17
|
)
|
Income from discontinued operations
|
|
|
|
|
|
|
0.11
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
0.47
|
|
|
$
|
(5.06
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
6,467,639
|
|
|
|
6,460,129
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
6,470,482
|
|
|
|
6,460,129
|
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements
F-5
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Total
|
|
|
|
|
|
|
Common Shares*
|
|
|
Paid in
|
|
|
Earnings
|
|
|
(Loss)
|
|
|
Shareholders
|
|
|
Comprehensive
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital**
|
|
|
(Deficit)
|
|
|
Income
|
|
|
Equity
|
|
|
(Loss) Income
|
|
|
Balance, January 1,
2004
|
|
|
6,455,994
|
|
|
$
|
129,120
|
|
|
$
|
156,437,589
|
|
|
$
|
(25,242,236
|
)
|
|
$
|
(50,429
|
)
|
|
$
|
131,274,044
|
|
|
|
|
|
Director share grants
|
|
|
3,836
|
|
|
|
77
|
|
|
|
63,923
|
|
|
|
|
|
|
|
|
|
|
|
64,000
|
|
|
$
|
|
|
Stock option exercises
|
|
|
6,693
|
|
|
|
134
|
|
|
|
98,112
|
|
|
|
|
|
|
|
|
|
|
|
98,246
|
|
|
|
|
|
Share of unrealized income on
interest rate protection contract
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,429
|
|
|
|
50,429
|
|
|
|
50,429
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,703,450
|
)
|
|
|
|
|
|
|
(32,703,450
|
)
|
|
|
(32,703,450
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2004
|
|
|
6,466,523
|
|
|
|
129,331
|
|
|
|
156,599,624
|
|
|
|
(57,945,686
|
)
|
|
|
|
|
|
|
98,783,269
|
|
|
$
|
(32,653,021
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director share grants
|
|
|
1,116
|
|
|
|
22
|
|
|
|
15,978
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
|
|
$
|
|
|
Net income for the period January 1
to November 17, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,018,292
|
|
|
|
|
|
|
|
3,018,292
|
|
|
|
3,018,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, November 17,
2005
|
|
|
6,467,639
|
|
|
$
|
129,353
|
|
|
$
|
156,615,602
|
|
|
$
|
(54,927,394
|
)
|
|
$
|
|
|
|
$
|
101,817,561
|
|
|
$
|
3,018,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_
_
|
|
|
* |
|
Includes 169,903
class A-1
common shares which were converted to regular common shares in
January 2006. |
|
** |
|
Net of shares held in the deferred compensation trust and
treated as treasury stock. |
See notes to Consolidated Financial Statements
F-6
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation
|
|
|
2005
|
|
|
Going Concern
|
|
|
|
Basis
|
|
|
Liquidation
|
|
|
Going Concern
|
|
|
Basis
|
|
|
|
For the
|
|
|
Basis
|
|
|
Basis
|
|
|
For the Year Ended
|
|
|
|
Year Ended
|
|
|
November 18 to
|
|
|
January 1 to
|
|
|
December 31,
|
|
|
|
December 31, 2006
|
|
|
December 31
|
|
|
November 17
|
|
|
2004
|
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net assets in liquidation
from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income and
expense, net
|
|
$
|
1,767,467
|
|
|
$
|
220,942
|
|
|
|
|
|
|
|
|
|
Operating activities of real estate
assets under development, net
|
|
|
1,551,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,319,107
|
|
|
|
220,942
|
|
|
|
|
|
|
|
|
|
Net income (loss) (period prior to
liquidation accounting)
|
|
|
|
|
|
|
|
|
|
$
|
3,018,292
|
|
|
$
|
(32,703,450
|
)
|
Adjustments to reconcile to net
cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on redemption of joint venture
interest
|
|
|
|
|
|
|
|
|
|
|
(5,986,396
|
)
|
|
|
|
|
Impairment charges and transaction
losses from investments in joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,427,684
|
|
Gain on sale of assets and release
of contingent liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(808,856
|
)
|
Deferred tax (credit) provision
|
|
|
|
|
|
|
|
|
|
|
(61,000
|
)
|
|
|
(300,000
|
)
|
Depreciation and amortization
|
|
|
|
|
|
|
11,846
|
|
|
|
4,160,532
|
|
|
|
4,673,999
|
|
Net amortization of
premiums/discounts on U.S. Government securities
|
|
|
|
|
|
|
356
|
|
|
|
898
|
|
|
|
23,047
|
|
Change in value of real estate
assets under development, net
|
|
|
3,078,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed minority interest
(benefit)
|
|
|
54,530
|
|
|
|
(11,257
|
)
|
|
|
(172,176
|
)
|
|
|
(88,478
|
)
|
Stock issued for director
compensation
|
|
|
|
|
|
|
|
|
|
|
16,000
|
|
|
|
64,000
|
|
Value of option grants for director
compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,500
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash and investments
|
|
|
1,295,617
|
|
|
|
(3,830,272
|
)
|
|
|
(688,878
|
)
|
|
|
(3,323,770
|
)
|
Residential units available for sale
|
|
|
|
|
|
|
|
|
|
|
353,702
|
|
|
|
8,882,268
|
|
Assets held for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
449,057
|
|
Real estate assets under development
|
|
|
(333,705
|
)
|
|
|
(4,021,343
|
)
|
|
|
(22,900,464
|
)
|
|
|
(10,660,002
|
)
|
Receivables, prepaid and other
assets
|
|
|
(1,146,401
|
)
|
|
|
347,116
|
|
|
|
(328,450
|
)
|
|
|
500,852
|
|
Accrued expenses and other
liabilities
|
|
|
(1,458,897
|
)
|
|
|
(215,741
|
)
|
|
|
1,339,441
|
|
|
|
(547,718
|
)
|
Reserve for estimated costs during
the liquidation period
|
|
|
(5,755,194
|
)
|
|
|
(710,296
|
)
|
|
|
|
|
|
|
|
|
Construction payables
|
|
|
(1,652,273
|
)
|
|
|
794,525
|
|
|
|
3,084,347
|
|
|
|
|
|
Deferred compensation liability
|
|
|
|
|
|
|
2,995,746
|
|
|
|
1,568,317
|
|
|
|
408,180
|
|
Liabilities attributable to assets
held for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(317,486
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) operating
activities
|
|
|
(2,598,223
|
)
|
|
|
(4,418,378
|
)
|
|
|
(16,595,835
|
)
|
|
|
(9,249,173
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of U.S. Government
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,608,090
|
)
|
Redemption of U.S. Government
securities
|
|
|
|
|
|
|
2,550,000
|
|
|
|
25,000,000
|
|
|
|
2,550,000
|
|
Investments in real estate assets
|
|
|
|
|
|
|
|
|
|
|
(23,944
|
)
|
|
|
(18,407
|
)
|
Return of capital and redemption
proceeds from sales and investments in joint ventures
|
|
|
|
|
|
|
|
|
|
|
12,792,662
|
|
|
|
15,934,134
|
|
Repayments of notes receivable
|
|
|
|
|
|
|
|
|
|
|
1,032,000
|
|
|
|
2,064,000
|
|
Proceeds from the sale of real
estate assets
|
|
|
1,296,883
|
|
|
|
166,912,078
|
|
|
|
|
|
|
|
2,694,334
|
|
Deferred merger costs
|
|
|
(2,022,904
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of minority interest
|
|
|
|
|
|
|
|
|
|
|
(2,087,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
investing activities
|
|
|
(726,021
|
)
|
|
|
169,462,078
|
|
|
|
36,713,718
|
|
|
|
20,615,971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings from mortgage notes and
construction loans payable
|
|
|
29,342,766
|
|
|
|
2,817,622
|
|
|
|
16,071,903
|
|
|
|
360,820
|
|
Repayments of mortgage notes and
construction loans payable
|
|
|
(28,463,649
|
)
|
|
|
(94,429,482
|
)
|
|
|
(14,062,324
|
)
|
|
|
(1,496,584
|
)
|
Redemption of Debentures
|
|
|
|
|
|
|
|
|
|
|
(25,775,000
|
)
|
|
|
|
|
Proceeds from option exercises
|
|
|
1,008,035
|
|
|
|
56,074
|
|
|
|
|
|
|
|
98,246
|
|
Payments for option cancellations
|
|
|
(667,587
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest investment
|
|
|
175,176
|
|
|
|
|
|
|
|
|
|
|
|
157,500
|
|
Distributions to minority interest
|
|
|
(47,250
|
)
|
|
|
(3,408,351
|
)
|
|
|
(672,125
|
)
|
|
|
(505
|
)
|
Distributions to shareholders
|
|
|
|
|
|
|
(90,596,604
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
financing activities
|
|
|
1,347,491
|
|
|
|
(185,560,741
|
)
|
|
|
(24,437,546
|
)
|
|
|
(880,523
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and
cash equivalents
|
|
|
(1,976,753
|
)
|
|
|
(20,517,041
|
)
|
|
|
(4,319,663
|
)
|
|
|
10,486,275
|
|
Cash and cash equivalents,
beginning of period
|
|
|
41,027,086
|
|
|
|
61,544,127
|
|
|
|
65,863,790
|
|
|
|
55,377,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
period
|
|
$
|
39,050,333
|
|
|
$
|
41,027,086
|
|
|
$
|
61,544,127
|
|
|
$
|
65,863,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-7
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation
|
|
|
2005
|
|
|
Going Concern
|
|
|
|
Basis
|
|
|
Liquidation
|
|
|
Going Concern
|
|
|
Basis
|
|
|
|
For the
|
|
|
Basis
|
|
|
Basis
|
|
|
For the Year Ended
|
|
|
|
Year Ended
|
|
|
November 18 to
|
|
|
January 1 to
|
|
|
December 31,
|
|
|
|
December 31, 2006
|
|
|
December 31
|
|
|
November 17
|
|
|
2004
|
|
|
Supplemental
information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for
interest including interest on Debentures of $979,688 and
$2,063,000 for the period January 1 to November 17, 2005
and for the year ended December 31, 2004, respectively, and
excluding interest funded by construction loans
|
|
$
|
|
|
|
$
|
5,016,192
|
|
|
$
|
6,153,093
|
|
|
$
|
8,613,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Tax refunds in excess of income
taxes paid) cash paid during the period for income taxes, net of
refunds
|
|
$
|
(63,349
|
)
|
|
$
|
671,714
|
|
|
$
|
54,461
|
|
|
$
|
440,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental schedule of
non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Release of shares held in deferred
compensation plan
|
|
$
|
5,181,985
|
|
|
$
|
633,000
|
|
|
$
|
100,000
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for option cancellation
reserve
|
|
$
|
4,226,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reduction in option cancellation
reserve
|
|
$
|
925,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net transfer of deferred
compensation assets and related liability
|
|
$
|
14,720,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual for unpaid merger costs
|
|
$
|
654,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss);
share of unrealized income (loss) on interest rate protection
contract purchased by joint venture investment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The effect of deconsolidating
$25,000,000 of Convertible Trust Preferred Securities and
recording $25,775,000 of junior subordinated debentures and
related joint venture investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
775,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note issued for minority interest
investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
157,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets and liabilities arising upon
formation of joint venture:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction in process, including
land of $2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,121,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
483,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other
liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
887,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest contributed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements
F-8
|
|
1.
|
Organization,
Business and Plan of Liquidation
|
Organization
Wellsford Real Properties, Inc. (and subsidiaries, collectively,
the Company) was formed as a Maryland corporation on
January 8, 1997, as a corporate subsidiary of Wellsford
Residential Property Trust (the Trust). On
May 30, 1997, the Trust merged (the EQR Merger)
with Equity Residential (EQR). Immediately prior to
the EQR Merger, the Trust contributed certain of its assets to
the Company and the Company assumed certain liabilities of the
Trust. Immediately after the contribution of assets to the
Company and immediately prior to the EQR Merger, the Trust
distributed to its common stockholders all of its outstanding
shares of the Company.
Business
The Company was originally 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. The Companys remaining primary operating
activities are the development, construction and sale of three
residential projects and its approximate 23% ownership interest
in Reis, Inc. (Reis). Reis is a provider of
commercial real estate market information to investors, lenders
and other professionals in the debt and equity capital markets.
Previously, the Companys activities had been categorized
into three strategic business units (SBUs) within
which it executed its business plans: (i) Commercial
Property Activities; (ii) Debt and Equity Activities; and
(iii) Residential Activities. See Footnote 11 for
information regarding the Companys remaining primary
operating activities.
Merger
with Reis
On October 11, 2006, the Company announced that it entered
into a definitive merger agreement with Reis and Reis Services,
LLC, a wholly-owned subsidiary of Wellsford (Merger
Sub) to acquire Reis (the Merger) and that the
Merger was approved by the independent members of the
Companys Board of Directors (the Board). At
the effective time of the Merger, Reis stockholders will be
entitled to receive, in the aggregate, approximately $34,579,414
in cash and 4,237,673 shares of newly issued common stock
of the Company, not including shares to be issued to Wellsford
Capital, a wholly-owned subsidiary of the Company. The per share
value of the Companys common stock, for purposes of the
Merger, has been established at $8.16 per share resulting
in an implied equity value for Reis of approximately
$90,000,000, including Wellsfords 23% ownership interest
in Reis.
Under the rules of the American Stock Exchange, or AMEX, a
company listed on the AMEX is required to obtain stockholder
approval before the issuance of common stock if the common stock
issued in the merger exceeds 20% of the shares of common stock
of the company outstanding immediately before the effectiveness
of the merger. The Merger is expected to be consummated in the
second quarter of 2007, subject to the receipt of necessary
regulatory approvals and the satisfaction or waiver of other
closing conditions.
If the Merger is consummated, the Company will terminate its
previously adopted Plan of Liquidation (the Plan, as
described below), but will continue with its residential
development and sales activities related to its real estate
assets over a period of years.
The cash portion of the Merger consideration is expected to be
funded in part by a loan extended through the Bank of Montreal,
as administrative agent, to Reis (the Bank Loan).
The Bank Loan consists of $27,000,000, of which $25,000,000 may
be used to pay the cash portion of the Merger consideration and
the payment of related Merger costs and the remaining $2,000,000
may be utilized for Reiss working capital needs). The
remainder of the merger consideration and transaction costs is
anticipated to be funded with cash from Reis and the Company.
F-9
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Organization,
Business and Plan of Liquidation (Continued)
There can be no assurance that the Reis stockholders will vote
to approve the Merger and adopt the Merger agreement or that the
Companys stockholders will vote to issue shares of the
Companys common stock in connection with the Merger.
Furthermore, there can be no assurance following a vote in favor
of the Merger and such issuance of the Companys common
stock that the Merger will be consummated.
Plan of
Liquidation
On May 19, 2005, the Board approved the Plan and on
November 17, 2005, the Companys stockholders ratified
the Plan. The Plan contemplates the orderly sale of each of the
Companys remaining assets, which are either owned directly
or through the Companys 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. The Plan also permitted the Board to acquire more
Reis shares
and/or
discontinue the Plan without further stockholder approval. The
initial liquidating distribution of $14.00 per share was
made on December 14, 2005 to stockholders of record on
December 2, 2005. If the Merger is consummated and the Plan
is terminated, it will be necessary to recharacterize a portion
of the December 14, 2005 cash distribution of $14.00 per
share from what may have been characterized as a return of
capital for Company stockholders at that time to taxable
dividend income. The Company estimates that $1.15 of the
$14.00 per share cash distribution will be recharacterized
as taxable dividend income.
The Company contemplated 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.
The creation and operation of a liquidating trust will only
occur if the Merger does not close and the Plan is not
terminated.
For all periods preceding stockholder approval of the Plan on
November 17, 2005, the Companys financial statements
are presented on the going concern basis of accounting. As
required by generally accepted accounting principles
(GAAP), the Company 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.
The Companys net assets in liquidation at
December 31, 2006 and 2005 were:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Net assets in liquidation
|
|
$
|
57,596,000
|
|
|
$
|
56,569,000
|
|
Per share
|
|
$
|
8.67
|
|
|
$
|
8.74
|
|
Common stock outstanding at each
respective date
|
|
|
6,646,738
|
|
|
|
6,471,179
|
|
The reported amounts for net assets in liquidation present
development projects at estimated net realizable values at each
respective date 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 reserves for future
estimated general and administrative expenses and other costs
and for cash payments on outstanding stock options during the
liquidation. There can be no assurance that these estimated
values will be realized or that future expenses and other costs
will not be greater than recorded estimated amounts. Such
amounts should not be taken as an indication of the timing
F-10
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Organization,
Business and Plan of Liquidation (Continued)
or amount of future distributions to be made by the Company if
the Merger is not consummated and if the Plan were to continue
(see the Liquidation Basis of Accounting disclosure in
Footnote 2 below).
If the Plan is not terminated, the timing and amount of interim
liquidating distributions (if any) and the final liquidating
distribution will depend on the timing and amount of proceeds
the Company will receive on 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 interim liquidating distributions before a final
liquidating distribution if the Plan were not terminated.
The termination of the Plan would result in the retention of the
Companys cash balances and subsequent cash flow from the
sales of residential development assets for working capital and
re-investment
purposes after the consummation of the Merger. Such cash would
not be distributed to the Companys stockholders in the
form of a liquidating distribution as had been contemplated
under the Plan.
The following paragraphs summarize certain of the material
actions and events which have occurred regarding the Plan and
certain decisions of the Board.
In March 2004, the Company reported that the Board authorized
and retained the financial advisory firm, Lazard
Frères & Co. LLC (Lazard), to advise
the Company on various strategic financial and business
alternatives available to it to maximize stockholder value. The
alternatives included a recapitalization, acquisitions,
disposition of assets, liquidation, the sale or merger of the
Company and other alternatives that would keep the Company
independent.
In March 2005, the Board authorized the marketing of the three
residential rental phases of Palomino Park. In the second
quarter of 2005, the Company engaged a broker to market these
phases. In August 2005, the Company entered into an agreement to
sell these phases for $176,000,000, subject to, among other
things, stockholder approval of the Plan. The sale closed on
November 22, 2005.
The following transactions, which are consistent with the intent
of the Plan, occurred prior to the November 17, 2005
approval of the Plan by the Companys stockholders:
(i) in September 2005, the Companys interest in its
commercial property joint venture
(Wellsford/Whitehall) was redeemed for approximately
$8,300,000; (ii) by May 2005, the Company retired
$12,680,000 of tax exempt bond financing; (iii) in April
2005, the Company redeemed its outstanding $25,775,000 of
Debentures; and (iv) in November 2004, the Company received
$15,000,000 for its interest in a joint venture which purchased
debt instruments (Second Holding).
|
|
2.
|
Summary
of Significant Accounting Policies
|
Basis
of
Presentation.
Liquidation
Basis of Accounting
With the approval of the Plan by the stockholders, the Company
adopted the liquidation basis of accounting effective as of the
close of business on November 17, 2005. The liquidation
basis of accounting will continue to be used by the Company
until such time that the Plan is terminated. If the stockholders
of the Company approve the issuance of additional shares of the
Companys common stock and the Merger is consummated, then
the Company would change from the liquidation basis of
accounting to the going concern basis of accounting upon the
effective termination of the Plan.
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
F-11
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Summary
of Significant Accounting Policies (Continued)
and adjusted as appropriate. A Statement of Net Assets in
Liquidation and a Statement of Changes in Net Assets in
Liquidation are the principal financial statements presented
under the liquidation basis of accounting. The valuation of
assets at their net realizable value and liabilities at their
anticipated settlement amounts represent estimates, based on
present facts and circumstances, of the net realizable values of
assets and the costs associated with carrying out the Plan and
dissolution based on the assumptions set forth below. The actual
values and costs associated with carrying out the Plan are
expected to differ from the amounts shown herein because of the
inherent uncertainty and will be greater than or less than the
amounts recorded. Such differences may be material. In
particular, the estimates of the Companys costs will vary
with the length of time it operates under the Plan. In addition,
the estimate of net assets in liquidation per share, which
except for projects under development, does not incorporate a
present value discount. Accordingly, it is not possible to
predict the aggregate amount or timing of future distributions
to stockholders, as long as the Plan is in effect, and no
assurance can be given that the amount of liquidating
distributions to be received will equal or exceed the estimate
of net assets in liquidation presented in the accompanying
Statements of Net Assets in Liquidation, or the price or prices
at which the Companys common stock has traded or is
expected to trade in the future. If the Plan is terminated, no
additional liquidating distributions will be made.
If the Merger with Reis is consummated, the Companys
assets, liabilities, and future operations will be presented on
a going concern basis of accounting with assets being reported
at the lower of historical cost, as adjusted for activity, or
market.
Valuation
Assumptions
Under the liquidation basis of accounting, the carrying amounts
of assets as of the close of business on November 17, 2005,
the date of the approval of the Plan by the Companys
stockholders, were adjusted to their estimated net realizable
values and liabilities, including the estimated costs associated
with implementing the Plan, were adjusted to estimated
settlement amounts. Such value estimates were updated by the
Company as of December 31, 2006. The following are the
significant assumptions utilized by management in assessing the
value of assets and the expected settlement amounts of
liabilities included in the Statements of Net Assets in
Liquidation at December 31, 2006 and 2005.
Net
Assets in Liquidation
Real estate assets under development are primarily reflected at
net realizable value which is based upon the Companys
budgets for constructing and selling the respective project in
the orderly course of business. Sales prices are based upon
contracts signed to date and budgeted sales prices for the
unsold units, homes or lots. Sales prices are determined in
consultation with the respective third party companies who are
the sales agent for the project, where applicable. Costs and
expenses are based upon the Companys budgets. In certain
cases, construction costs are subject to binding contracts. The
Company has assumed that existing construction financing will
remain in place during the respective projects planned
construction and sell out. Anticipated future cost increases for
construction are assumed to be funded by the existing
construction lenders and the Company at the present structured
debt to equity capitalization ratios. The Company would be
required to make additional equity contributions. For two
projects, the Company has assumed that construction loans will
be obtained at currently existing LIBOR spreads and customary
industry debt to equity capitalization levels. The expected net
sales proceeds are discounted on a quarterly basis at 17.5% to
26% annual rates to determine the estimated net realizable value
of the Companys equity investment. The effect of changes
in values of real estate assets under development was a net
decrease of approximately $3,079,000 from December 31,
2005 to December 31, 2006. The net decrease results
primarily from the sale of condominium units and homes and
changes in
F-12
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Summary
of Significant Accounting Policies (Continued)
the values of real estate under development, partially offset by
the shortening of the discount period due to the passage of time.
The Company reports operating income on the Consolidated
Statements of Changes in Net Assets in Liquidation which is
comprised primarily of interest and other income earned on
invested cash during the reporting periods.
The estimated net realizable value of the Companys
interests in Reis is derived from an approximate $90,000,000
equity value of Reis, based upon the Merger terms for valuation
purposes at December 31, 2006 and offers Reis received from
potential purchasers during prior reporting periods. See
Footnote 11 for additional disclosure regarding Reis.
Assets of the Companys deferred compensation plan at
December 31, 2005 were included in restricted cash and
investments and were primarily stated at their respective market
values, which equaled the related deferred compensation
liability. The assets and liabilities were transferred as part
of the Beekman transaction, as set forth below, in January 2006
(see Footnote 11).
For the period November 18, 2005 to December 31, 2005,
the Beekman assets (Beekman) were presented at the
Companys aggregate cost which equaled its net realizable
value. On January 27, 2006, a company which was owned by
Jeffrey Lynford, Mr. Lowenthal, the principal of the
Companys joint venture partner in the East Lyme project,
and others acquired the Beekman project for an amount equal to
costs and expenses incurred by the Company.
Cash, deposits and escrow accounts are presented at face value.
The Companys remaining assets are stated at estimated net
realizable value which is the expected selling price or
contractual payment to be received, less applicable direct costs
or expenses, if any. The assets that have been valued on this
basis include receivables, certain joint venture investments and
other investments.
Mortgage notes and construction loans payable, construction
payables, accrued expenses and other liabilities and minority
interests are stated at settlement amounts.
Reserve
for Estimated Costs During the Liquidation Period
Under the liquidation basis of accounting, the Company is
required to estimate and accrue the costs associated with
implementing and completing the Plan. These amounts can vary
significantly due to, among other things, the timing and
realized proceeds from sales of the projects under development
and sale of other assets, the costs of retaining personnel and
others to oversee the liquidation, including the cost of
insurance, the timing and amounts associated with discharging
known and contingent liabilities and the costs associated with
cessation of the Companys operations including an estimate
of costs subsequent to that date (which would include reserve
contingencies for the appropriate statutory periods). As a
result, the Company has accrued the projected costs, including
corporate overhead and specific liquidation costs of severance
and retention bonuses, professional fees, and other
miscellaneous wind-down costs, expected to be incurred during
the projected period required to complete the liquidation of the
Companys remaining assets. Also, the Company has not
recorded any liability for any cash operating shortfall that may
result at the projects under development during the anticipated
holding period because management currently expects that
projected operating shortfalls could be funded from the overall
operating profits derived from the sale of homes and condominium
units and interest earned on invested cash. These projections
could change materially based on the timing of any such
anticipated sales, the performance of the underlying assets and
changes in the underlying assumptions of the cash flow amounts
projected as well as other market factors. These accruals will
be adjusted from time to time as projections and assumptions
change.
F-13
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Summary
of Significant Accounting Policies (Continued)
The following is a summary of the changes in the Reserve for
Estimated Costs During the Liquidation Period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2006
|
|
|
|
Balance at
|
|
|
Adjustments and
|
|
|
Balance at
|
|
|
|
December 31, 2005
|
|
|
Payments
|
|
|
December 31, 2006
|
|
|
Payroll, benefits, severance and retention costs
|
|
$
|
11,963,000
|
|
|
$
|
(2,981,000
|
)
|
|
$
|
8,982,000
|
|
Professional fees
|
|
|
4,715,000
|
|
|
|
(1,155,000
|
)
|
|
|
3,560,000
|
|
Other general and administrative
costs
|
|
|
7,379,000
|
|
|
|
(1,619,000
|
)
|
|
|
5,760,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
24,057,000
|
|
|
$
|
(5,755,000
|
)
|
|
$
|
18,302,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period November 18, 2005
|
|
|
|
to December 31, 2005
|
|
|
|
Balance at
|
|
|
Adjustments and
|
|
|
Balance at
|
|
|
|
November 18, 2005
|
|
|
Payments
|
|
|
December 31, 2005
|
|
|
Payroll, benefits, severance and
retention costs
|
|
$
|
12,368,000
|
|
|
$
|
(405,000
|
)
|
|
$
|
11,963,000
|
|
Professional fees
|
|
|
4,837,000
|
|
|
|
(122,000
|
)
|
|
|
4,715,000
|
|
Other general and administrative
costs
|
|
|
7,562,000
|
|
|
|
(183,000
|
)
|
|
|
7,379,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
24,767,000
|
|
|
$
|
(710,000
|
)
|
|
$
|
24,057,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If the Merger is consummated, a substantial portion of the
reserve for Estimated Costs During the Liquidation Period will
be reversed upon the reinstatement of the going concern basis of
accounting.
Reserve
for Option Cancellations
At March 31, 2006, the Company accrued a liability for cash
payments that could be made to option holders for the amount of
the market value of the Companys common stock in excess of
the adjusted exercise prices of outstanding options as of
March 31, 2006 (see Footnote 9). This liability has
been adjusted to reflect the net cash payments to option holders
made during the period from March 31, 2006 through
December 31, 2006, the impact of the exercise of 175,559
options by an officer in November 2006 and the change in the
market price of the Companys common stock during such
period. The remaining reserve for option cancellations is
approximately $2,633,000 at December 31, 2006. The
estimate for option cancellations could materially change from
period to period based upon (i) an option holder either
exercising the options in a traditional manner or electing the
net cash payment alternative and (ii) the changes in the
market price of the Companys common stock. At each period
end, an increase in the Companys common stock price would
result in a decline in net assets in liquidation, whereas a
decline in the stock price would increase the Companys net
assets in liquidation.
Going
Concern Basis of Accounting
For all periods preceding the approval of the Plan on
November 17, 2005, the Companys financial statements
are presented on the going concern basis of accounting. Such
financial statements reflect the historical basis of assets and
liabilities and the historical results of operations related to
the Companys assets and liabilities for the period from
January 1, 2005 to November 17, 2005 and the year
ended December 31, 2004.
F-14
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Summary
of Significant Accounting Policies (Continued)
Principles
of Consolidation
The accompanying consolidated financial statements include the
accounts of the Company and its majority-owned and controlled
subsidiaries and include the assets and liabilities contributed
to and assumed by the Company from the Trust, from the time such
assets and liabilities were acquired or incurred, respectively,
by the Trust. Investments in entities where the Company does not
have a controlling interest were accounted for under the equity
method of accounting. These investments were initially recorded
at cost and were subsequently adjusted for the Companys
proportionate share of the investments income (loss) and
additional contributions or distributions through the date of
adoption of the liquidation basis of accounting. Investments in
entities where the Company does not have the ability to exercise
significant influence are accounted for under the cost method.
All significant inter-company accounts and transactions among
the Company and its subsidiaries have been eliminated in
consolidation.
Variable
Interests
During 2003, the Financial Accounting Standards Board
(FASB) issued Interpretation No. 46R
Consolidation of Variable Interest Entities
(FIN 46R). The Company evaluates its
investments and subsidiaries to determine if an entity is a
voting interest entity or a variable interest entity
(VIE) under the provisions of FIN 46R. An
entity is a VIE when (i) the equity investment at risk is
not sufficient to permit the entity from financing its
activities without additional subordinated financial support
from other parties or (ii) equity holders either
(a) lack direct or indirect ability to make decisions about
the entity, (b) are not obligated to absorb expected losses
of the entity or (c) do not have the right to receive
expected residual returns of the entity if they occur. If an
entity or investment is deemed to be a VIE, an enterprise that
absorbs a majority of the expected losses of the VIE or receives
a majority of the residual returns is considered the primary
beneficiary and must consolidate the VIE. The following table
and footnotes identify the Companys VIEs:
|
|
|
|
|
|
|
|
|
|
|
VIE at
|
|
|
|
|
|
December 31,
|
|
Requires
|
|
Entity (a)
|
|
2006
|
|
2005
|
|
Consolidation
|
|
|
Non-qualified deferred
compensation trust
|
|
N/A
|
|
Yes
|
|
|
Yes
|
(b)
|
Reis
|
|
Yes
|
|
Yes
|
|
|
No
|
(c)
|
Wellsford Mantua, LLC
|
|
Yes
|
|
Yes
|
|
|
Yes
|
(d)
|
Claverack Housing Ventures, LLC
|
|
Yes
|
|
Yes
|
|
|
Yes
|
(e)
|
Beekman interests
|
|
N/A
|
|
Yes
|
|
|
No
|
(f)
|
|
|
|
(a)
|
|
For additional information
regarding these entities, see Footnote 11.
|
(b)
|
|
The non-qualified deferred
compensation trust (Rabbi Trust or Deferred
Compensation Plan) was a VIE as it does not have its own
equity. The Company was the primary beneficiary of the Rabbi
Trust as the assets would be subject to attachment in a
bankruptcy. The Company consolidated the assets and liabilities
of the Rabbi Trust at December 31, 2005 and 2004, as well
as for periods prior to the issuance of FIN 46R as
appropriate under other existing accounting literature. During
the first quarter of 2006, the assets and liabilities of the
Rabbi Trust were transferred upon the sale of Beekman, (see
footnote f below).
|
(c)
|
|
Reis is a VIE because as of the
last capital event for that entity in 2002 (the triggering event
for VIE evaluation purposes), it was determined that Reis did
not have sufficient capital to support its business activities
at that time. Consolidation of Reis is not required by the
Company as it would not be the primary beneficiary.
|
|
|
|
(d)
|
|
Wellsford Mantua, LLC
(Wellsford Mantua) is a VIE as the venture does not
have sufficient equity to support its operations as the Company
provides 100% of the financing to this entity and the owners
have deminimus equity in the entity. The Company is the primary
beneficiary and consolidates this entity.
|
(e)
|
|
Claverack Housing Ventures, LLC
(Claverack), an entity in which the Company owns a
75% interest in equity and profits (except if returns exceed 35%
per annum as defined) is considered a VIE, since the original
capital is insufficient to support its contemplated activities.
Claverack is consolidated, even though the two members share
business decisions equally, since the Company would be the
primary beneficiary of profits or absorber of losses. At
December 31, 2006 and 2005, Claverack had
|
F-15
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Summary
of Significant Accounting Policies (Continued)
|
|
|
|
|
$452,000 and $62,000, respectively,
of restricted cash and was subject to $449,000 of construction
debt at December 31, 2005 which debt was jointly guaranteed by
the Company and the principal of its joint venture partner.
|
(f)
|
|
The Beekman contract deposit
interest was determined to be a VIE, however, since the
Companys investment was a mortgage interest, the Company
has no GAAP equity in the entity and would not be the primary
bearer of losses, consolidation was not appropriate. The Company
sold Beekman in January 2006.
|
Cash and Cash Equivalents. The Company considers
all demand and money market accounts and short term investments
in government funds with a maturity of three months or less at
the date of purchase to be cash and cash equivalents.
Real Estate, Other Investments, Depreciation, Amortization
and Impairment. Costs directly related to the
acquisition, development and improvement of real estate are
capitalized, including interest and other costs incurred during
the construction period. Costs incurred for significant repairs
and maintenance that extend the usable life of the asset or have
a determinable useful life are capitalized. Ordinary repairs and
maintenance are expensed as incurred. The Company expensed all
lease turnover costs for its residential units such as painting,
cleaning, carpet replacement and other turnover costs as such
costs were incurred.
Depreciation was computed over the expected useful lives of
depreciable property on a straight-line basis, principally
27.5 years for residential buildings and improvements and
two to twelve years for furnishings and equipment. Depreciation
and amortization expense was approximately $3,887,000 and
$4,637,000 for the period January 1, 2005 to
November 17, 2005 and for the year ended December 31,
2004, respectively, and included approximately $238,000 of
amortization for certain costs previously capitalized to the
Companys investments in joint ventures during the year
ended December 31, 2004. No amortization was recorded in
2005 as such capitalized costs related to the investments in
joint ventures were fully amortized in 2004.
The Company has historically reviewed its real estate assets,
investments in joint ventures and other investments for
impairment (i) whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable for assets held for use and (ii) when a
determination is made to sell an asset or investment. Under the
liquidation basis of accounting, the Company will evaluate the
fair value of real estate assets owned and under construction
and make adjustments to the carrying amounts when appropriate.
Deferred Financing Costs. Deferred financing costs
consist of costs incurred to obtain financing or financing
commitments. Such costs were amortized by the Company as a going
concern over the expected term of the respective agreements or,
if related to development assets, is included in the basis of
the project to be expensed as homes/units are sold.
Revenue Recognition. Sales of real estate assets,
including condominium units and single family homes, and
investments are recognized at closing subject to receipt of down
payments and other requirements in accordance with applicable
accounting guidelines. The percentage of completion method is
not used for recording sales on condominium units as down
payments are nominal and collectibility of the sales price from
such a deposit is not reasonably assured until closing. Under
the liquidation basis of accounting, sales revenue and cost of
sales are not separately reported within the Statements of
Changes in Net Assets as the Company has already reported the
net realizable value of each development project at the
applicable balance sheet dates. Commercial properties were
leased under operating leases. Rental revenue from office
properties was recognized on a straight-line basis over the
terms of the respective leases. Residential units were leased
under operating leases with typical terms of six to fourteen
months and such rental revenue was recognized monthly as tenants
were billed. Interest revenue is recorded on an accrual
F-16
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Summary
of Significant Accounting Policies (Continued)
basis. Fee revenues were recorded in the period earned, based
upon formulas as defined by agreements for management services
or upon asset sales and purchases by certain joint venture
investments.
Share Based Compensation. SFAS No. 123
Accounting for Stock-Based Compensation
establishes a fair value based method of accounting for
share based compensation plans, including share options.
Registrants may have elected to continue accounting for share
option plans under Accounting Principles Board Opinion
(APB) No. 25, but were required to provide pro
forma net income and earnings per share information as
if the fair value approach had been adopted. The Company
previously elected to account for its share based compensation
plans under APB No. 25, resulting in no impact on the
Companys consolidated financial statements through
December 31, 2002.
In December 2002, SFAS No. 148 Accounting for
Stock-Based Compensation Transition and
Disclosure was issued as an amendment to
SFAS No. 123. The Company has used the prospective
method of transition to account for stock-based compensation on
a fair value basis since January 1, 2003. This method
resulted in the Company applying the provisions of
SFAS No. 123 to all 2003 and subsequent grants and, if
applicable, to significant modifications to the terms of
previously granted options, by expensing the determined fair
value of the options over the future vesting periods.
In December 2004, the Financial Accounting Standards Board
issued SFAS No. 123 (revised 2004),
Share-Based Payment, which is a revision of
SFAS No. 123 (SFAS No. 123R).
SFAS No. 123R requires all share-based payments to
employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values.
The Company had a Rabbi Trust which was available to its
employees and officers who could voluntarily contribute
compensation awarded as either (a) shares of the
Companys stock or (b) bonuses paid in cash. The Rabbi
Trust does not permit diversification of Company stock
contributed into it and all distributions to employees were to
be made in kind to the employee/beneficiary for such Company
stock contributions. The Companys stock held by the Rabbi
Trust was classified in equity and recorded for accounting
purposes in a manner equivalent to treasury stock. Any changes
in the fair value of the stock were not recognized in the
consolidated financial statements. Contributions made in cash to
the Rabbi Trust were classified as restricted cash and
investments with a corresponding liability within the
consolidated balance sheets of the Company. In January 2006, the
Rabbi Trust was acquired by an entity owned by
Messrs. Lynford and Lowenthal and others along with the
acquisition of the Beekman asset.
Stock awarded as compensation by the Company was recorded at the
market price on the date of issuance and amortized to expense
over the respective vesting periods.
Income Taxes. The Company accounts for income
taxes under SFAS No. 109 Accounting for
Income Taxes. Deferred income tax assets and
liabilities are determined based upon differences between
financial reporting, including the liquidation basis of
accounting and tax basis of assets and liabilities, and are
measured using the enacted tax rates and laws that are estimated
to be in effect when the differences are expected to reverse.
Valuation allowances with respect to deferred income tax assets
are recorded when deemed appropriate and adjusted based upon
periodic evaluations.
Per Share Data. Basic earnings per common share
are computed based upon the weighted average number of common
shares outstanding during the period, including
class A-1
common shares and shares held in the Rabbi Trust. Diluted
earnings per common share are based upon the increased number of
common shares that would be outstanding assuming the exercise of
dilutive common share options, if any.
F-17
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Summary
of Significant Accounting Policies (Continued)
The following table details the computation of earnings per
share, basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
For the Year
|
|
|
|
January 1 to
|
|
|
Ended
|
|
|
|
November 17,
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations
|
|
$
|
3,018,292
|
|
|
$
|
(33,428,519
|
)
|
Income from discontinued
operations, net of income tax expense of $80,000
|
|
|
|
|
|
|
725,069
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
3,018,292
|
|
|
$
|
(32,703,450
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Denominator for net income (loss)
per common share, basic weighted average common
shares
|
|
|
6,467,639
|
|
|
|
6,460,129
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
2,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for net income (loss)
per common share, diluted weighted average common
shares
|
|
|
6,470,482
|
|
|
|
6,460,129
|
|
|
|
|
|
|
|
|
|
|
Per share amounts, basic and
diluted:
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations
|
|
$
|
0.47
|
|
|
$
|
(5.17
|
)
|
Income from discontinued operations
|
|
|
|
|
|
|
0.11
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
0.47
|
|
|
$
|
(5.06
|
)
|
|
|
|
|
|
|
|
|
|
Estimates. The preparation of financial statements
in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Reclassification. Amounts in certain accounts as
presented in the Consolidated Statements of Operations (going
concern basis) for the period January 1 to
November 17, 2005 and for the year ended December 31,
2004, as well as in Footnote 13 have been reclassified from
a component of revenue to interest income on cash and
investments. This reclassification does not result in a change
to the previously reported income (loss) from continuing
operations, net income (loss), or net income (loss) per share
for any of the periods presented.
Accounting Pronouncements Not Yet Adopted. In July
2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes
(FIN 48). This interpretation, among other
things, creates a two step approach for evaluating uncertain tax
positions. Recognition (step one) occurs when an enterprise
concludes that a tax position, based solely on its technical
merits, is more-likely-than-not to be sustained upon
examination. Measurement (step two) determines the amount of
benefit that more-likely-than-not will be realized upon
settlement. Derecognition of a tax position that was previously
recognized would occur when a company subsequently determines
that a tax position no longer meets the more-likely-than-not
threshold of being sustained. FIN 48 specifically prohibits
the use of a valuation allowance as a substitute for
derecognition of tax positions, and it has expanded disclosure
requirements. FIN 48 is effective for fiscal years
beginning after December 15, 2006, in which the impact of
adoption should be accounted for as a cumulative-effect
adjustment to the beginning balance of retained earnings. The
Company is evaluating FIN 48 and has not yet determined the
impact the adoption will have on the consolidated financial
statements.
In September 2006, the FASB issued Statement No. 157,
Fair Value Measurements
(SFAS No. 157). SFAS No. 157
provides guidance for using fair value to measure assets and
liabilities. This statement clarifies the principle that fair
value should be based on the assumptions that market
participants would use when pricing the asset or liability.
SFAS No. 157 establishes a fair value hierarchy,
giving the highest priority to quoted prices in active markets
and the lowest priority to unobservable data.
SFAS No. 157
F-18
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Summary
of Significant Accounting Policies (Continued)
applies whenever other standards require assets or liabilities
to be measured at fair value. This statement is effective in
fiscal years beginning after November 15, 2007. The Company
is evaluating SFAS No. 157 and has not yet determined
the impact the adoption will have on the consolidated financial
statements, but it is not expected to be significant.
In February 2007, the FASB issued Statement No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities (SFAS No. 159).
SFAS No. 159 provides companies with an option to
report selected financial assets and liabilities at fair value.
The Standards objective is to reduce both complexity in
accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities
differently. The FASB believes that SFAS No. 159 helps
to mitigate this type of accounting-induced volatility by
enabling companies to report related assets and liabilities at
fair value, which would likely reduce the need for companies to
comply with detailed rules for hedge accounting.
SFAS No. 159 also establishes presentation and
disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes
for similar types of assets and liabilities.
SFAS No. 159 is effective as of the beginning of an
entitys first fiscal year beginning after
November 15, 2007. Early adoption is permitted as of the
beginning of the previous fiscal year provided that the entity
makes that choice in the first 120 days of that fiscal year
and also elects to apply the provisions of
SFAS No. 157. The Company is evaluating
SFAS No. 159 and has yet not determined the impact the
adoption will have on the consolidated financial statements.
3. Restricted
Cash and Investments
At December 31, 2005, deferred compensation arrangement
deposits amounted to approximately $14,721,000. Deferred
compensation arrangement deposits were primarily made by
employees prior to 1997 and assumed from the Trust at the time
of the Merger. Such deposits were made in cash, but could be
used to purchase other investments including equity securities,
bonds and partnership interests by the trustees of the Rabbi
Trust. In December 2005, as a result of an amendment to the
deferred compensation plan, four of the six participants in the
Companys deferred compensation plan withdrew their entire
amounts from the plan which aggregated approximately $993,000.
In January 2006, the subsidiary holding the balance of the
deferred compensation assets and the related liabilities which
are payable to the Companys Chairman and the former
President of the Company was acquired by a company which is
owned by these individuals and others.
Deposits related to residential development projects and cash
restricted for use by joint ventures was $2,937,000 and
$3,332,000 at December 31, 2006 and 2005, respectively. At
December 31, 2005, $900,000 was held in escrow related to
the sale of the three operating rental phases of the Palomino
Park project in November 2005 as security for certain covenants
made to the buyer. The entire $900,000 escrow was released in
May 2006 as no claims were asserted by the buyer.
F-19
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
4. Debt
At December 31, 2006 and 2005, the Companys debt
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
Initial
|
|
Stated
|
|
|
December 31,
|
|
Debt/Project
|
|
Maturity Date
|
|
Interest Rate
|
|
|
2006
|
|
|
2005
|
|
|
Mortgage notes payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Lyme Construction Loan
|
|
December 2007
|
|
|
LIBOR + 2.15% (A
|
)(B)
|
|
$
|
10,579,000
|
|
|
$
|
7,226,000
|
|
Gold Peak Construction Loan
|
|
November 2009
|
|
|
LIBOR + 1.65% (A
|
)
|
|
|
9,550,000
|
|
|
|
11,575,000
|
|
Claverack Construction Loan
|
|
December 2006
|
|
|
LIBOR + 2.20% (A
|
)(C)
|
|
|
|
|
|
|
449,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage notes payable
|
|
|
|
|
|
|
|
$
|
20,129,000
|
|
|
$
|
19,250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation value of real estate
assets collateralizing mortgage notes payable
|
|
|
|
|
|
|
|
$
|
36,000,000
|
|
|
$
|
39,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) Principal payments will be made from sales proceeds
upon the sale of individual homes.
|
|
|
|
(B)
|
The East Lyme Construction Loan provides for two one-year
extensions at the Companys option upon satisfaction of
certain conditions being met by the borrower. Currently, the
Company does not expect to meet the minimum home sales
requirement condition and accordingly the terms of an extension
will have to be negotiated with the lender.
|
|
(C)
|
The Claverack Construction Loan is jointly guaranteed by the
Company and the principal of its joint venture partner.
|
The East Lyme Construction Loan requires the Company to have a
minimum net worth, as defined, of $50,000,000. The Company may
be required to make an additional $2,000,000 cash collateral
deposit for the East Lyme Construction Loan and a $2,000,000
paydown of the Gold Peak Construction Loan if the Companys
net worth, as defined, is below $50,000,000. The Company is
required to maintain minimum liquidity levels at each quarter
end for the East Lyme and Gold Peak Construction Loans, the most
restrictive of which is $10,000,000.
The lender for the East Lyme Construction Loan has also provided
a $3,000,000 letter of credit to a municipality in connection
with the East Lyme project. The Company has posted $1,300,000 of
restricted cash as collateral for this letter of credit.
The Companys scheduled long-term maturities of
construction debt at December 31, 2006 are as follows:
|
|
|
|
|
Period
|
|
Amount(A)
|
|
|
For the year ended
December 31, 2007
|
|
$
|
10,579,000
|
|
For the year ended
December 31, 2008
|
|
|
|
|
For the year ended
December 31, 2009
|
|
|
9,550,000
|
|
|
|
|
|
|
Total
|
|
$
|
20,129,000
|
|
|
|
|
|
|
(A) Excludes payments expected to be made from sales
proceeds.
The Company capitalizes interest related to the development of
single family homes and condominiums, under construction to the
extent such assets qualify for capitalization. Approximately
$1,316,000, $131,000, $1,375,000 and $490,000 was capitalized
during the year ended December 31, 2006 the period
November 18, 2005 to December 31, 2005, the period
January 1, 2005 to November 17, 2005 and for the year
ended December 31, 2004, respectively.
In December 1995, the Trust marketed and sold $14,755,000 of
tax-exempt bonds to fund construction at Palomino Park (the
Palomino Park Bonds). Initially, all five phases of
Palomino Park were collateral for the Palomino Park Bonds. The
Palomino Park Bonds had an outstanding balance of $12,680,000 at
December 31, 2004 and were collateralized by four phases at
Palomino Park. In January 2005, the
F-20
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Debt
(Continued)
Palomino Park Bonds were paid down by $2,275,000 in order to
release the Gold Peak phase from the bond collateral. A
five-year letter of credit from Commerzbank AG had secured the
Palomino Park Bonds and a subsidiary of EQR had guaranteed
Commerzbank AGs letter of credit. The Company retired the
$10,405,000 balance of this obligation prior to the expirations
of the letter of credit and EQRs guarantee in May 2005.
The Company incurred aggregate fees of approximately $54,000 and
$240,000 for the years ended December 31, 2005 and 2004,
respectively, related to all of the credit enhancement costs for
the Palomino Park Bonds.
5. Convertible
Trust Preferred Securities/Debentures
In May 2000, the Company privately placed with a subsidiary of
EQR 1,000,000 8.25% Convertible Trust Preferred
Securities, representing beneficial interests in the assets of
WRP Convertible Trust I, a Delaware statutory business
trust which was a consolidated subsidiary of the Company
(WRP Trust I), with an aggregate liquidation
amount of $25,000,000. WRP Trust I also issued 31,000
8.25% Convertible Trust Common Securities to the Company,
representing beneficial interests in the assets of WRP
Trust I, with an aggregate liquidation amount of $775,000.
The proceeds from both transactions were used by WRP
Trust I to purchase $25,775,000 of the Companys
8.25% convertible junior subordinated debentures. The
transactions between WRP Trust I and the Company were
eliminated in the consolidated financial statements of the
Company prior to 2004 and consolidated thereafter through
repayment in April 2005. The Company incurred approximately
$450,000 of costs in connection with the issuance of the
securities which was being amortized through May 2012.
The Convertible Trust Preferred Securities were convertible
into 1,123,696 common shares at $22.248 per share and
redeemable in whole or in part by the Company on or after
May 30, 2002.
In March 2005, the Company notified EQR of its intent to redeem
for cash its outstanding $25,000,000 of Convertible
Trust Preferred Securities and then completed the
redemption during April 2005.
The expense of approximately $824,000 and $2,100,000 for the
Debentures includes related cost amortization and in the 2005
period, the write-off of the unamortized balance which is
included in interest expense, for the period January 1,
2005 to November 17, 2005 and the year ended
December 31, 2004, respectively.
The components of the income tax expense (benefit) from
continuing operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
For the Year Ended
|
|
|
|
January 1 to
|
|
|
December 31,
|
|
|
|
November 17, 2005
|
|
|
2004
|
|
|
Current federal tax
|
|
$
|
|
|
|
$
|
|
|
Current state and local tax
|
|
|
200,000
|
|
|
|
170,000
|
|
Deferred federal tax
|
|
|
32,000
|
|
|
|
(753,000
|
)
|
Deferred state and local tax
|
|
|
(141,000
|
)
|
|
|
453,000
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
$
|
91,000
|
|
|
$
|
(130,000
|
)
|
|
|
|
|
|
|
|
|
|
F-21
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Income
Taxes (Continued)
The reconciliation of income tax computed at the
U.S. Federal statutory rate to income tax (benefit) expense
for continuing operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period January 1 to November 17, 2005
|
|
|
For the Year Ended December 31, 2004
|
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Tax (benefit) at
U.S. statutory rate
|
|
$
|
1,088,000
|
|
|
|
35.00
|
%
|
|
$
|
(11,745,000
|
)
|
|
|
(35.00
|
%)
|
State taxes, net of federal benefit
|
|
|
38,000
|
|
|
|
1.23
|
%
|
|
|
405,000
|
|
|
|
1.21
|
%
|
Change in valuation allowance, net
|
|
|
(921,000
|
)
|
|
|
(29.63
|
%)
|
|
|
10,963,000
|
|
|
|
32.67
|
%
|
Non-deductible/non-taxable items,
net
|
|
|
(83,000
|
)
|
|
|
(2.68
|
%)
|
|
|
(89,000
|
)
|
|
|
(0.27
|
%)
|
Effect of difference in tax rate
|
|
|
(31,000
|
)
|
|
|
(1.00
|
%)
|
|
|
336,000
|
|
|
|
1.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
91,000
|
|
|
|
2.92
|
%
|
|
$
|
(130,000
|
)
|
|
|
(0.39
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has net operating loss (NOL)
carryforwards, for Federal income tax purposes, resulting from
the Companys merger with Value Property Trust
(VLP) in 1998 and its operating losses in 2004 and
2006. The NOLs aggregate approximately $58,000,000 at
December 31, 2006, expire in the years 2007 through 2026.
The NOLs include an aggregate of approximately $22,100,000
expiring in 2007 and 2008 and are subject to an annual and
aggregate limit on utilization of NOLs after an ownership
change, pursuant to Section 382 of the Internal Revenue
Code (the Code). The Company has experienced an
ownership change under Section 382 of the Code which has
resulted in annual limitations on the ability to utilize the
Companys NOLs. It is expected that the consummation of the
Merger will result in an additional ownership change which will
further reduce the annual limitation.
A further requirement of the tax rules is that after a
corporation experiences an ownership change, it must satisfy the
continuity of business enterprise requirement (which
generally requires that a corporation continue its historic
business or use a significant portion of its historic business
assets in its business for the two-year period beginning on the
date of the ownership change) to be able to utilize its NOLs.
There can be no assurance that this requirement will be met with
respect to any ownership change of Wellsford including the
Merger with Reis. If the Company fails to satisfy this
requirement, the Company would be unable to utilize any of its
NOLs, except to the extent the Company had built in gains that
existed on the date of the ownership change which are
subsequently recognized.
F-22
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Income
Taxes (Continued)
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amount of assets and
liabilities for financial reporting purposes including the
liquidation basis beginning in 2005 and the amounts used for
income tax purposes. Significant components of the
Companys deferred tax assets and liabilities are as
follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
Deferred Tax Assets
|
|
(Liquidation Basis)
|
|
|
Net operating loss carryforwards
|
|
$
|
19,727,820
|
|
|
$
|
20,794,097
|
|
Asset basis differences
tax greater than liquidation value
|
|
|
3,791,245
|
|
|
|
3,329,891
|
|
Deferred compensation arrangements
|
|
|
|
|
|
|
6,300,830
|
|
Wellsford/Whitehall asset basis
differences
|
|
|
|
|
|
|
178,579
|
|
AMT credit carryforwards
|
|
|
764,549
|
|
|
|
654,686
|
|
Reserve for estimated liquidation
costs
|
|
|
7,644,979
|
|
|
|
10,783,647
|
|
Other
|
|
|
|
|
|
|
435,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,928,593
|
|
|
|
42,477,196
|
|
Valuation allowance
|
|
|
(30,040,209
|
)
|
|
|
(33,983,552
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
1,888,384
|
|
|
|
8,493,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Tax
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset basis differences
liquidation value greater than tax
|
|
|
(1,965,067
|
)
|
|
|
(9,034,719
|
)
|
Other
|
|
|
(46,989
|
)
|
|
|
(40,053
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(2,012,056
|
)
|
|
|
(9,074,772
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax (liability)
|
|
$
|
(123,672
|
)
|
|
$
|
(581,128
|
)
|
|
|
|
|
|
|
|
|
|
The Companys net deferred tax liabilities are included in
accrued expenses and other liabilities at December 31, 2006
and 2005 in the accompanying Consolidated Statements of Net
Assets in Liquidation. The reduction in the deferred tax
liability of approximately $457,000 in 2006 is included as part
of the net changes in assets under development in the
accompanying Consolidated Statements of Changes in Net Assets in
Liquidation. Such amount is offset in part by current state
income tax expense of $125,000.
The deferred tax assets and liabilities at December 31,
2006 and 2005 take into consideration the recordation of assets
at estimated net realizable value. In addition, the reserve for
estimated liquidation costs can only be utilized for tax
purposes in the years when such costs are incurred. The impact
of the adoption of the liquidation basis of accounting resulted
in the Company recording net deferred tax liabilities of
$130,000 and $443,000 at December 31, 2006 and 2005,
respectively, after reserves.
SFAS No. 109 requires a valuation allowance to reduce
the deferred tax assets if, based on the weight of the evidence,
it is more likely than not that some portion or all of the
deferred tax assets will not be realized. Accordingly,
management has determined that valuation allowances of
approximately $30,040,000 and $33,984,000 at December 31,
2006 and 2005, respectively, are necessary.
F-23
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
7. Transactions
With Affiliates
The following table details revenues, costs and expenses for
transactions with affiliates for the identified periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year
|
|
|
For the Period
|
|
|
For the Period
|
|
|
For the Year
|
|
|
|
Ended
|
|
|
November 18 to
|
|
|
January 1 to
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
November 17,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2005
|
|
|
2004
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WP Commercial fees (A):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset disposition fee revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
518,000
|
|
|
$
|
46,000
|
|
Second Holding fees, net of fees
paid to Reis of $100,000 and $120,000 in 2004 and 2003,
respectively (B)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
751,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
518,000
|
|
|
$
|
797,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQR credit enhancement(C)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
9,000
|
|
|
$
|
81,000
|
|
Fees to our partners, or their
affiliates, on residential development projects
|
|
|
600,000
|
|
|
|
83,000
|
|
|
|
595,000
|
|
|
|
431,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
600,000
|
|
|
$
|
83,000
|
|
|
$
|
604,000
|
|
|
$
|
512,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
Wellsford/Whitehall is a joint
venture by and among the Company, various entities affiliated
with the Whitehall Funds (Whitehall), private real
estate funds sponsored by The Goldman Sachs Group, Inc.
(Goldman Sachs). The managing member (WP
Commercial) is a Goldman Sachs and Whitehall affiliate.
See Footnote 11 for additional information. The
Companys investment in Wellsford/Whitehall was redeemed in
September 2005.
|
(B)
|
The Company sold its investment in
Second Holding in November 2004 and earned management fees
through the date of the sale.
|
(C)
|
Relates to the Palamino Park
tax-exempt bonds issued by the Trust, credit enhanced by EQR in
1999, at the time of formation of the Company and repaid in May
2005.
|
The Company had an approximate 51.09% non-controlling interest
in a joint venture special purpose finance company, Second
Holding, organized to purchase investment and non-investment
grade rated real estate debt instruments and investment grade
rated other asset-backed securities. An affiliate of a
significant shareholder of the Company, the Caroline Hunt
Trust Estate, (which owns 405,500 shares of common
stock of the Company at December 31, 2006 and 2005
(Hunt Trust)) together with other Hunt Trust related
entities, own an approximate 39% interest in Second Holding. In
the fourth quarter of 2004, the Company sold its interest in
Second Holding for $15,000,000 in cash.
The Company currently has a preferred equity investment in Reis
through Wellsford Capital. At December 31, 2006 and 2005,
the carrying amount of the Companys aggregate investment
in Reis was approximately $20,000,000 on a liquidation basis.
The Companys investment represents approximately 23% of
Reiss equity on an as converted to common stock basis at
December 31, 2006 and 2005. Such investment, which had
previously been accounted for on the historical cost basis,
amounted to approximately $6,790,000 at December 31, 2004.
The President and primary common shareholder of Reis is Lloyd
Lynford, the brother of Jeffrey Lynford, the Chairman, President
and Chief Executive Officer of the Company. Mr. Lowenthal,
the Companys former President and Chief Executive Officer,
who currently serves on the Companys Board, was selected
by the Company to also serve as its representative on the board
of directors of Reis. He has served on the Reis board of
directors since the third quarter of 2000. See Footnotes 1
and 11 regarding the Merger and additional information about
Reis.
At December 31, 2005, approximately $2,231,000 (historical
cost basis) was held by Wellsford Capital and approximately
$4,559,000 (historical cost basis) represented the
Companys share held through Reis Capital Holdings, LLC
(Reis Capital), a company which was organized to
hold this investment. The
F-24
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Transactions
With Affiliates (Continued)
Company had an approximate 51.09% non-controlling interest in
Reis Capital. The Hunt Trust who, together with other Hunt Trust
related entities, owned an approximate 39% interest in Reis
Capital. In September 2006, the members of Reis Capital approved
the dissolution of this entity and distributed the Reis shares
directly to the members in October 2006.
The pro rata converted interests in Reis owned by the other
partners of Reis Capital, aggregate approximately 18%.
Investments by the Companys officers and directors at
December 31, 2006 and 2005, together with shares of common
stock previously held by Mr. Lynford represent
approximately 2% of Reiss equity, on an as converted
basis. Additionally, a company controlled by the Chairman of EQR
owns Series C and Series D Preferred Shares in Reis
which aggregate to an approximate 4% converted interest.
Reis provided information to Second Holding for due diligence
procedures on certain real estate-related investment
opportunities through October 31, 2004. Second Holding
incurred fees of $200,000 in connection with such services for
the year ended December 31, 2004. The Companys share
of such fees was $100,000.
Messrs. Lynford and Lowenthal were members of the EQR board
of directors from the date of the EQR Merger through their
retirements from the EQR board in May 2003. In addition, the
former president and vice chairman of EQR, Mr. Crocker, is
a member of the Companys Board. Mr. Neithercut, the
current president and Chief Executive Officer of EQR, was
elected to the Companys Board on January 1, 2004 to
represent EQRs interests in the Company.
Mr. Neithercut resigned as a director in April 2005. EQR
had a 7.075%, 7.075% and a 14.15% interest in the Companys
residential project in Denver, Colorado at December 31,
2006 and 2005 and 2004, respectively, and provided credit
enhancement for the Palomino Park Bonds through May 2005. A
subsidiary of EQR was the holder of the Convertible
Trust Preferred Securities and the 169,903 shares of
class A-1
common stock of the Company. On January 25, 2006, EQR, the
sole holder of the outstanding
class A-1
common shares, converted its 169,903
class A-1 shares
to common shares.
With respect to EQRs 14.15% interest at December 31,
2004 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 $2,087,000. This transaction was completed in October
2005. Aggregate distributions of approximately $4,080,000 from
the subsidiary corporations available cash and sales
proceeds were made to EQR during the fourth quarter of 2005.
In January 2006, a company which is owned by Jeffrey Lynford and
Mr. Lowenthal, the principal of the Companys joint
venture partner in the East Lyme project and others acquired the
Beekman project at the Companys aggregate cost of
approximately $1,297,000. This was accomplished through a sale
of the entities that owned the Beekman project.
See Footnote 11 for additional related party information.
F-25
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
8. Shareholders
Equity
The following table presents information regarding the
Companys securities:
|
|
|
|
|
|
|
|
|
|
|
Shares Issued and Outstanding at
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Series A 8% convertible
redeemable preferred stock, $.01 par value per share,
2,000,000 shares authorized at December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, 101,000,000 and
98,825,000 shares authorized at December 31, 2006 and
2005, respectively, $.02 par value per share
|
|
|
6,646,738
|
|
|
|
6,301,276
|
|
Class A-1
common stock, 175,000 shares authorized, $.02 par
value per share at December 31, 2005
|
|
|
|
|
|
|
169,903
|
|
|
|
|
|
|
|
|
|
|
Total common stock, all classes
|
|
|
6,646,738
|
|
|
|
6,471,179
|
|
|
|
|
|
|
|
|
|
|
In December 2006, the Board amended the Companys charter
to reclassify all of the authorized but unissued shares of
Series A 8% Convertible Redeemable Preferred Stock,
Class A-1
Common Stock, and to the extent such shares remain classified,
Class A Common Stock, as shares of Common Stock of the
Company.
The Companys common stock and
class A-1
common stock have a par value of $0.02 per share. For the year
ended December 31, 2005 both classes of stock had rights
that were substantially similar to each other including voting
rights where each share of common stock and
class A-1
common stock was entitled to one vote and equal voting rights.
In January 2006, EQR, the sole holder of the outstanding
class A-1
common shares, converted its 169,903
class A-1 shares
to common shares.
The Company has issued shares of common stock to executive
officers and other employees through periodic annual bonus
awards, as well as certain shares issued at the date of the EQR
Merger, which officers and employees could have elected to
contribute into the Rabbi Trust. At December 31, 2005, an
aggregate of 256,487 shares of common stock (which had an
aggregate market value of approximately $1,539,000 based on the
Companys December 30, 2005 closing stock price of
$6.00 per share), were in the Rabbi Trust for the benefit
of Jeffrey Lynford and Mr. Lowenthal and had been
classified as Treasury Stock in the Companys consolidated
financial statements. Historically, awards of Company stock
vested over various periods ranging from two to five years, as
long as the officer or employee was still employed by the
Company. Four officers of the Company elected to have the
balance of their respective deferred compensation accounts
(aggregating 39,200 shares) distributed to them in December
2005 under the terms of an amendment to the deferred
compensation plan. In addition, an aggregate of approximately
$993,000 of cash from the $14.00 per share liquidating
distribution and other investments was distributed to these
officers. The
F-26
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Shareholders
Equity (Continued)
following table presents changes to the stock held in the Rabbi
Trust for the years ended December 31, 2006, 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
Number
|
|
|
Value at
|
|
|
Number
|
|
|
Value at
|
|
|
Number
|
|
|
Value at
|
|
|
|
of
|
|
|
Date of
|
|
|
of
|
|
|
Date of
|
|
|
of
|
|
|
Date of
|
|
|
|
Shares
|
|
|
Issuance
|
|
|
Shares
|
|
|
Issuance
|
|
|
Shares
|
|
|
Issuance
|
|
|
Shares issued pursuant to plan,
beginning of period
|
|
|
256,487
|
|
|
|
|
|
|
|
302,062
|
|
|
|
|
|
|
|
305,249
|
|
|
|
|
|
Shares released under terms of
agreement or by transfer
|
|
|
(256,487
|
)
|
|
$
|
20.20
|
|
|
|
(45,575
|
)
|
|
$
|
16.09
|
|
|
|
(3,187
|
)
|
|
$
|
15.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
|
|
|
|
|
|
|
|
256,487
|
|
|
|
|
|
|
|
302,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares vested at December 31
|
|
|
|
|
|
|
|
|
|
|
256,487
|
|
|
|
|
|
|
|
302,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In January 2006, the subsidiary holding the balance of the
shares in the Rabbi Trust as well as all other assets held by
the Rabbi Trust were acquired by an entity owned by
Jeffrey Lynford and Mr. Lowenthal and others along with the
acquisition of the Beekman assets. The Company was relieved of
the remaining deferred compensation liability which amounted to
approximately $14,721,000 at December 31, 2005.
The Company issued an aggregate of 3,836 common shares during
2004 as part of the non-cash compensation arrangements to the
non-employee members of the Companys Board, which were
valued in the aggregate at $64,000. Director compensation for
2005 was modified to exclude the issuance of options and stock
in exchange for a cash payment.
The Company made its initial liquidating distribution of
$14.00 per share on December 14, 2005. The Company did
not declare or distribute any other dividends during the years
ended December 31, 2006, 2005 and 2004.
9. Stock
Option Plans
The Company has adopted certain incentive plans (the
Incentive Plans) for the purpose of attracting and
retaining the Companys directors, officers and employees.
Options granted under the Incentive Plans expire ten years from
the date of grant, vest over periods ranging generally from
immediate vesting to up to five years and generally contain the
right to receive reload options under certain conditions. At
December 31, 2006, remaining availability under these plans
aggregated 782,606 common shares of which 429,032 expire on
April 17, 2007 and 353,574 expire on March 10, 2008.
F-27
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Stock
Option Plans (Continued)
The following table presents the changes in options outstanding
by year, the effect of the following adjustments on the
December 31, 2005 balances (see below) and other plan data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
Options
|
|
|
Price
|
|
|
Options
|
|
|
Price
|
|
|
Options
|
|
|
Price
|
|
|
Outstanding at beginning of period
|
|
|
1,845,584
|
|
|
$
|
5.65
|
|
|
|
662,979
|
|
|
$
|
20.15
|
|
|
|
665,672
|
|
|
$
|
20.16
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
14.48
|
|
Exercised
|
|
|
(175,559
|
)
|
|
|
(5.74
|
)
|
|
|
(3,540
|
)
|
|
|
(15.84
|
)
|
|
|
(6,693
|
)
|
|
|
(14.68
|
)
|
Cancelled by cash payment exercise
|
|
|
(237,426
|
)
|
|
|
(5.14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited/cancelled/expired
|
|
|
(17,723
|
)
|
|
|
(8.39
|
)
|
|
|
(138,774
|
)
|
|
|
(20.74
|
)
|
|
|
(6,000
|
)
|
|
|
(17.82
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
1,414,876
|
|
|
|
5.68
|
|
|
|
520,665
|
|
|
|
20.02
|
|
|
|
662,979
|
|
|
|
20.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31,
2005, as adjusted
|
|
|
|
|
|
|
|
|
|
|
1,845,584
|
|
|
$
|
5.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at end of period
|
|
|
1,414,876
|
|
|
$
|
5.68
|
|
|
|
520,665
|
|
|
$
|
20.02
|
|
|
|
662,979
|
|
|
$
|
20.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at
December 31, 2005, as adjusted
|
|
|
|
|
|
|
|
|
|
|
1,845,584
|
|
|
$
|
5.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value of
options granted per year (per option)
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
7.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average remaining
contractual life at end of period
|
|
|
1.6 years
|
|
|
|
|
|
|
|
2.6 years
|
|
|
|
|
|
|
|
2.7 years
|
|
|
|
|
|
As permitted by the Plan and in accordance with the provisions
of the Companys option plans, applicable accounting and
the AMEX rules and Federal income tax laws, the Companys
outstanding stock options have been adjusted to prevent a
dilution of benefits to option holders arising from a reduction
in value of the Companys common stock as a result of the
$14.00 per share initial liquidating distribution made to
the Companys stockholders. The adjustment reduces the
exercise price of the outstanding options by the ratio of the
price of a common share immediately after the distribution
($5.60 per share) to the stock price immediately before the
distribution ($19.85 per share) and increases the number of
common shares subject to outstanding options by the reciprocal
of the ratio. As a result of this adjustment, the 520,665
options outstanding as of December 31, 2005 were converted
into options to acquire 1,845,584 common shares and the weighted
average exercise price of such options decreased from
$20.02 per share to $5.65 per share. The Board
approved these option adjustments on January 26, 2006.
These adjustments do not result in a new grant and would not
have any financial statement impact. At the same time, the Board
authorized amendments to outstanding options to allow an option
holder to receive from the Company, in cancellation of the
holders option, a cash payment with respect to each
cancelled option equal to the amount by which the fair market
value of the share of stock underlying the option exceeds the
exercise price of such option. Additionally, certain
non-qualified out of the money options which had
original maturity dates prior to December 31, 2008, were
extended by the Board to the later of December 31 of the
year of original expiration or the 15th day of the third
month following the date of the original expiration.
F-28
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Stock
Option Plans (Continued)
The following table provides information regarding these
extended options at December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
Options As
|
|
|
|
|
|
|
Historically
|
|
Options As
|
|
Initial Maturity
|
|
Extended Maturity
|
Presented
|
|
Adjusted
|
|
Date
|
|
Date
|
|
|
370,355
|
|
|
|
1,312,777
|
|
|
May 29, 2007
|
|
December 31, 2007
|
|
7,500
|
|
|
|
26,586
|
|
|
December 4, 2007
|
|
March 15, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
377,855
|
|
|
|
1,339,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In February 2006, the Company was advised by the AMEX that it
was in compliance with applicable AMEX rules related to option
adjustments. On March 21, 2006, the Company and the option
holders executed amended option agreements to reflect these
adjustments and changes.
As a result of the approval process, the Company determined that
it was appropriate to record a provision during the first
quarter of 2006 aggregating approximately $4,227,000 to reflect
the modification permitting an option holder to receive a net
cash payment in cancellation of the holders option based
upon the fair value of an option in excess of the exercise
price. The reserve will be adjusted through a change in net
assets in liquidation at the end of each reporting period to
reflect the settlement amounts of the liability and the impact
of changes to the market price of the stock at the end of each
reporting period.
During the year ended December 31, 2006, the Company made
cash payments aggregating approximately $668,000 related to
237,426 options cancelled for option holders electing this
method. The remaining reserve for option cancellations reported
at December 31, 2006 on the Consolidated Statement of Net
Assets in Liquidation is approximately $2,633,000 is calculated
based upon the difference in the closing stock price of the
Company at December 31, 2006 of $7.52 and the individual
exercise prices of all outstanding in the-money
options at that date.
The following table presents additional option details at
December 31, 2006 and 2005 reflecting the impact of the
previously described adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding and Exercisable
|
|
|
Options Outstanding and Exercisable
|
|
|
|
at December 31, 2006
|
|
|
at December 31, 2005
|
|
|
|
|
|
|
Remaining
|
|
|
Weighted
|
|
|
|
|
|
Remaining
|
|
|
Weighted
|
|
|
|
|
|
|
Contractual
|
|
|
Average
|
|
|
|
|
|
Contractual
|
|
|
Average
|
|
Range of Exercise Prices
|
|
Outstanding
|
|
|
Life (Years)
|
|
|
Exercise Price
|
|
|
Outstanding
|
|
|
Life (Years)
|
|
|
Exercise Price
|
|
|
$4.09 to $4.55
|
|
|
106,343
|
|
|
|
5.08
|
|
|
$
|
4.37
|
|
|
|
150,653
|
|
|
|
5.40
|
|
|
$
|
4.37
|
|
$4.60
|
|
|
43,423
|
|
|
|
2.79
|
|
|
|
4.60
|
|
|
|
64,248
|
|
|
|
3.63
|
|
|
|
4.60
|
|
$5.03
|
|
|
37,220
|
|
|
|
1.82
|
|
|
|
5.03
|
|
|
|
53,171
|
|
|
|
2.77
|
|
|
|
5.03
|
|
$5.18 to $5.57
|
|
|
53,172
|
|
|
|
5.97
|
|
|
|
5.34
|
|
|
|
171,918
|
|
|
|
4.82
|
|
|
|
5.26
|
|
$5.81
|
|
|
1,148,132
|
|
|
|
1.00
|
|
|
|
5.81
|
|
|
|
1,361,285
|
|
|
|
2.00
|
|
|
|
5.81
|
|
$8.39 to $8.89
|
|
|
26,586
|
|
|
|
1.21
|
|
|
|
8.89
|
|
|
|
44,309
|
|
|
|
2.00
|
|
|
|
8.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,414,876
|
|
|
|
1.57
|
|
|
|
5.68
|
|
|
|
1,845,584
|
|
|
|
2.62
|
|
|
|
5.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-29
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Stock
Option Plans (Continued)
Pursuant to SFAS No. 148, the pro forma net (loss)
available to common shareholders as if the fair value approach
to accounting for share-based compensation had been applied (as
well as the assumptions to calculate fair value on each
years respective option grants using the Black-Scholes
option pricing model) is as follows:
|
|
|
|
|
|
|
For the
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2004
|
|
|
(amounts in thousands, except
per share amounts)
|
|
|
|
|
Net (loss) as reported
|
|
$
|
(32,703
|
)
|
Add stock option expense included
in net (loss) as reported, net of tax
|
|
|
72
|
|
Deduct fair value expense for stock
options, net of tax
|
|
|
(146
|
)
|
|
|
|
|
|
Net (loss) pro forma
|
|
$
|
(32,777
|
)
|
|
|
|
|
|
Net (loss) per common share, basic
and diluted:
|
|
|
|
|
As reported
|
|
$
|
(5.06
|
)
|
|
|
|
|
|
Pro forma
|
|
$
|
(5.07
|
)
|
|
|
|
|
|
Assumptions:
|
|
|
|
|
Expected volatility
|
|
|
29
|
%
|
Expected life
|
|
|
10 years
|
|
Risk-free interest rate
|
|
|
4.24
|
%
|
Expected dividend yield
|
|
|
|
|
The Black-Scholes option pricing model was developed for use in
estimating the fair value of traded options which have no
vesting restrictions and are fully transferable. In addition,
option pricing models require the input of highly subjective
assumptions including the expected share price volatility.
Because the Companys employee share options have
characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in
managements opinion, the existing models do not
necessarily provide a reliable single measure of the fair value
of its employee share options.
During 2003, the Company adopted the prospective method to
transition to a fair value basis of accounting for stock option
grants in accordance with SFAS No. 148. For the year
ended December 31, 2004, the Company recorded an expense of
$72,000, related to the 10,000 options granted. No options were
granted in 2006 and 2005 as a result of changes in the method of
compensating directors.
|
|
10.
|
Commitments
and Contingencies
|
The Company has employment, severance and retention arrangements
with six of its officers and employees at December 31, 2006
(seven officers and employees at December 31, 2005). Such
arrangements are for terms which expire during 2007 or have
automatic renewal provisions. The Company estimates that
approximately $5,890,000 will be paid related to these
arrangements, which is included in the Reserve for Estimated
Costs during the Period of Liquidation at December 31,
2006. This amount includes current contractual obligations over
the remaining estimated time period of the Plan and certain
estimated employment expenses by the liquidating trust.
F-30
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Commitments
and Contingencies (Continued)
In 2004, the Company made a contractual payment of $643,000 to
Jeffrey Lynford upon the sale of Second Holding and
expensed $1,286,000 during 2005 as a result of the sale of
properties by Wellsford/Whitehall and the sale of the Palomino
Park residential rental phases under the terms of his contract.
In 2005, the Company paid $643,000 with the remaining $643,000
paid in January 2006. No further payments are due under these
provisions of his contract. In January 2006, a $605,000
incentive bonus payment was made to Mr. Strong, Senior Vice
President Development, as a result of meeting
certain investment return hurdles under his contract from the
sale of the Palomino Park phases in 2005. Such amount was
expensed at the time of the sale in 2005.
From
time-to-time,
legal actions may be brought against the Company in the ordinary
course of business. There can be no assurance that such matters
will not have a material adverse effect on the Companys
financial condition, results of operations or cash flows.
In 1997, the Company adopted a defined contribution savings plan
pursuant to Section 401 of the Internal Revenue Code. Under
such a plan there are no prior service costs. All employees are
eligible to participate in the plan after three months of
service. Employer contributions, if any, are made based on a
discretionary amount determined by the Companys
management. The Company made contributions to this plan of
approximately $28,000, $31,000 and $31,000 for the years ended
December 31, 2006, 2005 and 2004, respectively.
The Company is a tenant under an operating lease for its New
York office through October 2008. Rent expense was approximately
$817,000, and $921,000 for the period January 1, 2005 to
November 17, 2005 and for the year ended December 31,
2004, respectively, which includes base rent plus other charges
including, but not limited to, real estate taxes and maintenance
costs in excess of base year amounts.
Future minimum lease payments under the operating lease at
December 31, 2006 are as follows:
|
|
|
|
|
Period
|
|
Amount
|
|
|
For the year ended
December 31, 2007
|
|
$
|
815,000
|
|
For the year ended
December 31, 2008
|
|
|
679,000
|
|
See Footnote 11 for additional commitments and
contingencies.
F-31
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Prior to the adoption of the liquidation basis of accounting,
the Companys operations were organized into three SBUs.
The following table presents condensed balance sheet and
operating data for these SBUs for the periods reported on a
going concern basis:
(amounts
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
Commercial
|
|
|
Debt and
|
|
|
Residential Activities
|
|
|
|
|
|
|
|
January 1 to November 17, 2005
|
|
Property
|
|
|
Equity
|
|
|
Palomino
|
|
|
Other
|
|
|
|
|
|
|
|
(Going Concern Basis)
|
|
Activities
|
|
|
Activities
|
|
|
Park
|
|
|
Developments
|
|
|
Other*
|
|
|
Consolidated
|
|
|
Rental revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
12,153
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
12,153
|
|
Revenue from sales of residential
units
|
|
|
|
|
|
|
|
|
|
|
488
|
|
|
|
|
|
|
|
|
|
|
|
488
|
|
Interest revenue from debt
instruments
|
|
|
|
|
|
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59
|
|
Fee revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
518
|
|
|
|
518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
|
|
|
59
|
|
|
|
12,641
|
|
|
|
|
|
|
|
518
|
|
|
|
13,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales of residential units
|
|
|
|
|
|
|
|
|
|
|
386
|
|
|
|
|
|
|
|
|
|
|
|
386
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
5,835
|
|
|
|
145
|
|
|
|
|
|
|
|
5,980
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
3,794
|
|
|
|
5
|
|
|
|
88
|
|
|
|
3,887
|
|
Interest expense
|
|
|
|
|
|
|
(32
|
)
|
|
|
5,036
|
|
|
|
(576
|
)
|
|
|
1,054
|
|
|
|
5,482
|
|
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,888
|
|
|
|
7,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
|
|
|
|
(32
|
)
|
|
|
15,051
|
|
|
|
(426
|
)
|
|
|
9,030
|
|
|
|
23,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from joint ventures
|
|
|
11,148
|
|
|
|
702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,850
|
|
Interest income on cash and
investments
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
10
|
|
|
|
1,475
|
|
|
|
1,492
|
|
Minority interest benefit
|
|
|
|
|
|
|
|
|
|
|
111
|
|
|
|
61
|
|
|
|
|
|
|
|
172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
and discontinued operations
|
|
$
|
11,148
|
|
|
$
|
800
|
|
|
$
|
(2,299
|
)
|
|
$
|
497
|
|
|
$
|
(7,037
|
)
|
|
$
|
3,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Includes interest revenue, fee
revenue, depreciation and amortization expense, interest expense
and general and administrative expenses that have not been
allocated to the operating segments.
|
F-32
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year
|
|
Commercial
|
|
|
Debt and
|
|
|
Residential Activities
|
|
|
|
|
|
|
|
Ended December 31, 2004
|
|
Property
|
|
|
Equity
|
|
|
Palomino
|
|
|
Other
|
|
|
|
|
|
|
|
(Going Concern Basis)
|
|
Activities
|
|
|
Activities
|
|
|
Park
|
|
|
Developments
|
|
|
Other*
|
|
|
Consolidated
|
|
Rental revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
13,367
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
13,367
|
|
Revenue from sales of residential
units
|
|
|
|
|
|
|
|
|
|
|
12,288
|
|
|
|
|
|
|
|
|
|
|
|
12,288
|
|
Interest revenue from debt
instruments
|
|
|
|
|
|
|
177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
177
|
|
Fee revenue
|
|
|
|
|
|
|
751
|
|
|
|
|
|
|
|
|
|
|
|
46
|
|
|
|
797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
|
|
|
928
|
|
|
|
25,655
|
|
|
|
|
|
|
|
46
|
|
|
|
26,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales of residential units
|
|
|
|
|
|
|
|
|
|
|
10,131
|
|
|
|
|
|
|
|
|
|
|
|
10,131
|
|
Operating expenses
|
|
|
|
|
|
|
35
|
|
|
|
6,170
|
|
|
|
88
|
|
|
|
|
|
|
|
6,293
|
|
Depreciation and amortization
|
|
|
|
|
|
|
238
|
|
|
|
4,315
|
|
|
|
|
|
|
|
83
|
|
|
|
4,636
|
|
Interest expense
|
|
|
|
|
|
|
(27
|
)
|
|
|
5,280
|
|
|
|
(338
|
)
|
|
|
3,334
|
|
|
|
8,249
|
|
General and administrative
|
|
|
|
|
|
|
656
|
|
|
|
|
|
|
|
|
|
|
|
7,615
|
|
|
|
8,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
|
|
|
|
902
|
|
|
|
25,896
|
|
|
|
(250
|
)
|
|
|
11,032
|
|
|
|
37,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) from joint ventures
|
|
|
(10,437
|
)
|
|
|
(13,278
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,715
|
)
|
Interest income on cash and
investments
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
2
|
|
|
|
1,001
|
|
|
|
1,020
|
|
Minority interest benefit
|
|
|
|
|
|
|
35
|
|
|
|
22
|
|
|
|
31
|
|
|
|
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes
and discontinued operations
|
|
$
|
(10,437
|
)
|
|
$
|
(13,200
|
)
|
|
$
|
(219
|
)
|
|
$
|
283
|
|
|
$
|
(9,985
|
)
|
|
$
|
(33,558
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
before income taxes
|
|
$
|
|
|
|
$
|
805
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Includes corporate cash, restricted cash and investments,
U.S. Government securities, other assets, accrued expenses
and other liabilities, general and administrative expenses,
interest income and interest expense that has not been allocated
to the operating segments.
|
Commercial Property Activities
The Companys primary commercial property activities and
its sole activity in this SBU consisted of its interest in
Wellsford/Whitehall, a joint venture by and among the Company,
various entities affiliated with Whitehall and private real
estate funds sponsored by Goldman Sachs. The managing member was
an affiliate of Goldman Sachs and Whitehall.
Wellsford/Whitehall was originally organized as a private real
estate operating company which leased and re-leased space,
performed construction for tenant improvements, expanded
buildings, re-developed properties and based on general and
local economic conditions and specific conditions in the real
estate industry, sold properties for an appropriate price.
In September 2005, the Company ceased its Commercial Property
Activities when its 35.21% equity interest in
Wellsford/Whitehall was redeemed for approximately $8,300,000
plus certain modest contingent payments to be received in the
future. Approximately $141,000 was received in December 2005
related to the contingent payments. The Company realized an
aggregate gain on the redemption of its interest of $5,986,000
during the year ended December 31, 2005. The Company will
not receive any additional payments from its investment in
Wellsford/Whitehall. At the time of the redemption of the
F-33
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
Companys interest in September 2005, Wellsford/Whitehall
owned one office building and a parcel of land, both located in
New Jersey.
The Companys investment in Wellsford/Whitehall was
accounted for on the equity method. The following table details
the changes in the Companys investment in
Wellsford/Whitehall during the year ended December 31, 2005.
|
|
|
|
|
(amounts in thousands)
|
|
2005
|
|
|
Investment balance at
January 1,
|
|
$
|
4,229
|
|
Distributions
|
|
|
(7,042
|
)
|
Share of (through
September 23, 2005):
|
|
|
|
|
(Loss) from operations
|
|
|
(839
|
)
|
Net gain from asset disposition
transactions
|
|
|
6,000
|
|
Proceeds from redemption of
interest less minority stockholders interest and
transaction costs
|
|
|
(8,334
|
)
|
Gain on redemption of interest
|
|
|
5,986
|
|
|
|
|
|
|
Investment balance at
December 31,
|
|
$
|
|
|
|
|
|
|
|
The following table presents condensed operating data for the
years ended December 31, 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
Condensed Operating Data
|
|
2005
|
|
|
2004
|
|
|
Rental revenue
|
|
$
|
1,047
|
|
|
$
|
1,042
|
|
Interest and other income
|
|
|
534
|
|
|
|
593
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,581
|
|
|
|
1,635
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
900
|
|
|
|
850
|
|
Depreciation and amortization
|
|
|
625
|
|
|
|
668
|
|
Interest
|
|
|
390
|
|
|
|
597
|
|
General and administrative
|
|
|
43
|
|
|
|
195
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,958
|
|
|
|
2,310
|
|
(Loss) from impairment
|
|
|
(453
|
)
|
|
|
(3,306
|
)
|
|
|
|
|
|
|
|
|
|
(Loss) before discontinued
operations
|
|
|
(830
|
)
|
|
|
(3,981
|
)
|
Income (loss) from discontinued
operations (A)
|
|
|
15,136
|
|
|
|
(26,165
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
14,306
|
|
|
$
|
(30,146
|
)
|
|
|
|
|
|
|
|
|
|
(A) Includes impairment provisions of $21,069 for
2004. See below.
Since the beginning of 2001, Wellsford/Whitehall completed 46
property sales or transfers, including 15 in 2005 and eight in
2004.
In May 2005, Wellsford/Whitehall completed the sale of a
building in Ridgefield Park, New Jersey, for $31,400,000.
Approximately $10,500,000 of the net proceeds and $8,000,000 of
restricted cash were used to retire all outstanding mortgage
indebtedness, leaving Wellsford/Whitehall without any mortgage
debt. Wellsford/Whitehall reported a gain of approximately
$10,100,000 on this transaction, of which the Companys
share was approximately $3,500,000.
In April 2005, Wellsford/Whitehall completed the sale of a
building in Needham, Massachusetts, for $37,500,000.
Approximately $18,400,000 of the net proceeds were used to pay
existing debt. Wellsford/
F-34
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
Whitehall reported a gain of approximately $7,000,000 on this
transaction, of which the Companys share was approximately
$2,500,000.
In January 2005, Wellsford/Whitehall completed the sale of a
portfolio of seven office properties and a land parcel for
approximately $72,000,000, after selling and other costs. The
properties are all located in New Jersey. Substantially all of
the net proceeds from the sale and unrestricted cash and certain
related reserve funds aggregating approximately $5,000,000 were
used to retire existing debt. Additionally, in January 2005,
Wellsford/Whitehall completed the sale of five retail stores for
an aggregate sales price of $17,100,000, after selling costs.
The net proceeds from the sale of the retail stores of
approximately $1,300,000, after payment of related debt, were
available to be used by Wellsford/Whitehall for working capital
purposes. During the fourth quarter of 2004, Wellsford/Whitehall
recorded an impairment loss provision of approximately
$21,069,000 relating to the January 2005 sales (of which the
Companys share was approximately $7,419,000).
During July 2004, Wellsford/Whitehall completed a transaction
whereby it transferred six of its Massachusetts properties,
which were subject to mortgage debt of approximately
$64,200,000, along with a land parcel, related restricted cash
balances aggregating $6,428,000, cash and certain other
consideration to a newly formed partnership which includes the
New England family (the Family) that, at that time,
owned an aggregate 7.45% equity interest in Wellsford/Whitehall
(the Family Partnership), in redemption of the
Familys equity interests in Wellsford/Whitehall (the
Redemption Transaction). As a result of this
transaction, Wellsford/Whitehall recorded a loss of
approximately $4,306,000 during the third quarter of 2004, of
which the Companys share was approximately $1,403,000. At
the time of the Redemption Transaction, there was an
elimination of an existing tax indemnity which
Wellsford/Whitehall had to the Familys members. The
economic effect of this tax indemnity restricted most future
asset sales through 2007 and required a minimum amount of
non-recourse debt on Wellsford/Whitehalls balance sheet.
As these restrictions no longer remained, Wellsford/Whitehall
was allowed to proceed with its sales program as described above.
WP Commercial provided management, construction, development and
leasing services to Wellsford/Whitehall based on an agreed upon
fee schedule. WP Commercial received an administrative
management fee of 93 basis points on a predetermined value
for each asset in the Wellsford/Whitehall portfolio. As
Wellsford/Whitehall sold assets, the basis used to determine the
fee was reduced by the respective assets predetermined
value six months after the completion of such sales. During the
years ended December 31, 2005 and 2004, Wellsford/Whitehall
paid the following fees to WP Commercial or one of its
affiliates, including amounts reflected in discontinued
operations of Wellsford/Whitehall:
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
Administrative management
|
|
$
|
1,834,000
|
|
|
$
|
3,715,000
|
|
|
|
|
|
|
|
|
|
|
Construction, construction
management, development and leasing
|
|
$
|
75,000
|
|
|
$
|
784,000
|
|
|
|
|
|
|
|
|
|
|
Financing fee
|
|
$
|
750,000
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Whitehall paid the Company fees with respect to assets disposed
of by Wellsford/Whitehall and for certain acquisitions of real
estate made by certain other affiliates of Whitehall. These fees
aggregated $518,000 and $46,000 for the years ended
December 31, 2005 and 2004, respectively.
F-35
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
Debt
and Equity Activities
The Company, through the Debt and Equity Activities SBU,
primarily made debt investments directly, or through joint
ventures, predominantly in real estate related assets and
investments.
At December 31, 2006 and 2005, the Company, on the
liquidation basis of accounting, had the following investments
in the Debt and Equity Activities SBU:
|
|
|
|
|
approximately $423,000 and $453,000 at
December 31, 2006 and 2005, respectively, 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 two unsold residential units;
|
|
|
|
approximately $20,000,000 in Reis; and
|
|
|
|
approximately $291,000 and $666,000, at December 31, 2006
and 2005, respectively, in Wellsford Mantua, a company organized
to purchase land parcels for rezoning, subdivision and creation
of environmental mitigation credits.
|
Debt
Investments
The following table presents information regarding the
Companys debt investments. At December 31, 2006 and
2005, Wellsford had no debt investments outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Revenue
|
|
|
|
|
Annual
|
|
Stated
|
|
|
|
For the Years Ended December 31,
|
|
|
Collateral
|
|
Interest Rate
|
|
Maturity Date
|
|
Prepayment Date
|
|
2005
|
|
2004
|
|
Guggenheim Loan
|
|
|
(A
|
)
|
|
|
8.25
|
%
|
|
December 2005
|
|
September 2005
|
|
$
|
58,000
|
|
|
$
|
173,000
|
|
|
|
|
|
(A)
|
The loan represented the balance of proceeds from a sale during
2000 of a 4.2% interest in The Liberty Hampshire Company, L.L.C.
(Liberty Hampshire). The loan was secured by
partnership interests in Guggenheim.
|
Equity
Investments
Second
Holding
Second Holding was a special purpose finance company organized
to purchase investment and non-investment grade rated real
estate debt instruments and investment grade rated other
asset-backed securities. The other asset-backed securities that
Second Holding purchased may have been secured by, but not
limited to, leases on aircraft, truck or car fleets, bank
deposits, leases on equipment, fuel/oil receivables, consumer
receivables, pools of corporate bonds and loans and sovereign
debt. It was Second Holdings intent to hold all securities
to maturity. Many of the securities owned by Second Holding were
obtained through private placements.
The Companys initial net contribution to Second Holding
was approximately $24,600,000 to obtain an approximate 51.09%
non-controlling interest in Second Holding, with Liberty
Hampshire owning 10% and an affiliate of a significant
shareholder of the Company, the Hunt Trust, together with other
Hunt Trust related entities, owning the remaining approximate
39% interest.
During the latter part of 2000, an additional partner was
admitted to the venture who committed to provide credit
enhancement. The parent company of this partner announced during
2003 that its subsidiary (the partner of Second Holding) would
no longer write new credit enhancement business, however, it
would continue to support its existing book of credit
enhancement business. This partner was
F-36
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
entitled to 35% of net income as defined by agreement, while the
other partners, including the Company, shared in the remaining
65%. The Companys allocation of income was approximately
51.09% of the remaining 65%.
During the second quarter of 2004, the partner providing the
credit enhancement requested that the management of Second
Holding not purchase any further long-term investments and
Second Holding accordingly suspended such acquisitions. During
the third quarter of 2004, the partners evaluated alternatives
available to Second Holding in addition to holding existing
assets through their respective maturities and then retiring the
related debt. As a consequence of not purchasing additional
assets, operating income, fees earned and cash flows received by
the Company from such fees declined during 2004.
In November 2004, the Company completed the sale of its interest
in Second Holding for $15,000,000 in cash. Since the Company was
willing to entertain and execute an agreement at this price, and
based upon the evaluation of other alternatives, the Company
determined it was appropriate, under the accounting literature
for equity method investees, to record a $9,000,000 impairment
charge to the carrying amount of its investment in Second
Holding during the third quarter of 2004.
The Company accounted for its investment in Second Holding on
the equity method of accounting as its interests were
represented by two of eight board seats with one-quarter of the
vote on any major business decisions. The Companys
investment was approximately $29,167,000 at December 31,
2003. The Companys share of (loss) from Second
Holdings operations was approximately $(4,790,000) for the
eleven months ended November 30, 2004 (which was the date
of sale). The loss in the year ended December 31, 2004 is
the result of a $12,930,000 net impairment charge taken by
Second Holding, of which the Companys share was
$6,606,000, related to the write-down of one of its investments
during the first quarter of 2004, offset by a partial recovery
when the investment was sold in the second quarter of 2004. The
net fees earned by the Company, which were based on total assets
of Second Holding, amounted to approximately $751,000 for the
year ended December 31, 2004.
Condensed operating data for the year ended December 31,
2004 is as follows:
|
|
|
|
|
(amounts in thousands)
|
|
For the Year Ended
|
|
|
|
December 31,
|
|
Condensed Operating Data
|
|
2004*
|
|
|
Interest revenue
|
|
$
|
38,248
|
|
|
|
|
|
|
Interest expense
|
|
|
30,478
|
|
Loss on investments
|
|
|
18,784
|
|
Fees and other
|
|
|
4,433
|
|
|
|
|
|
|
Total expenses
|
|
|
53,695
|
|
|
|
|
|
|
Net (loss)
|
|
$
|
(15,447
|
)
|
|
|
|
|
|
* The Company sold its investment in Second Holding
on November 30, 2004.
F-37
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
Clairborne
Fordham
In October 2000, the Company and Prudential Real Estate
Investors (PREI), an affiliate of Prudential Life
Insurance Company, organized Clairborne Fordham, a venture in
which the Company has a 10% interest. The Companys
investment in Clairborne Fordham, which is accounted for on the
equity method, was approximately $423,000 and $453,000 at
December 31, 2006 and 2005, respectively, on a liquidation
basis.
Upon its organization, Clairborne Fordham provided an aggregate
of $34,000,000 of mezzanine construction financing (the
Mezzanine Loan) for the construction of Fordham
Tower, a 50-story, 227 unit, luxury condominium apartment
project to be built on Chicagos near northside
(Fordham Tower). The Mezzanine Loan, which matured
in October 2003, bore interest at a fixed rate of
10.50% per annum with provisions for additional interest to
PREI and the Company and was secured by a lien on the equity
interests of the owner of Fordham Tower. The Company could have
earned fees from PREIs additional interest based on
certain levels of returns on the project, however, additional
interest was not accrued by the Company or Clairborne Fordham
through the maturity of the Mezzanine Loan, nor did the Company
accrue any fees.
The Mezzanine Loan was not repaid at maturity and as of October
2003, an amended loan agreement was executed. The amended terms
provided for extending the maturity to December 31, 2004,
the placement of a first mortgage lien on the project, no
interest to be accrued after September 30, 2003 and for the
borrower to add to the existing principal amount the additional
interest due Clairborne Fordham at September 30, 2003 of
approximately $19,240,000. Instead of interest after
September 30, 2003, Clairborne Fordham was to participate
in certain additional cash flows, as defined, if earned from net
sales proceeds of the Fordham Tower project.
The amended loan agreement provided for a $3,000,000 additional
capital contribution by the borrower and use of an existing cash
collateral account to pay off an existing construction loan and
any unpaid construction costs. Also, the amended loan agreement
provided for an initial principal payment and all proceeds after
project costs to be first applied to payment in full of the loan
and the additional interest to Clairborne Fordham before any
sharing of project cash flow with the borrower. Payments of
$5,125,000 and $7,823,000 were made to Clairborne Fordham during
the fourth quarter of 2003 and for the period January 1,
2004 to September 15, 2004, respectively, of which the
Companys share was $510,000 and $782,000, respectively.
On September 15, 2004, Clairborne Fordham executed an
agreement with the owners of Fordham Tower pursuant to which
Clairborne Fordham obtained title to the remaining unsold
components of the project (which at that time included 18 unsold
residential units, the 188 space parking garage and
12,000 square feet of retail space). Additionally,
Clairborne Fordham agreed to distribute the first $2,000,000 of
sale proceeds to the former owner. No gain or loss was
recognized by Clairborne Fordham or the Company as a result of
the transfer. During the period September 15, 2004 to
December 31, 2004, Clairborne Fordham sold the retail space
and three residential units and realized approximately
$8,677,000 of net proceeds before the $2,000,000 payment to the
former owner. Clairborne Fordham distributed approximately
$5,655,000 to the venture members including approximately
$566,000 to the Company during the period September 15,
2004 to December 31, 2004. Undistributed proceeds were
retained by Clairborne Fordham for working capital purposes.
During the year ended December 31, 2005, Clairborne Fordham
sold the parking garage and 13 residential units for
aggregate net proceeds of approximately $26,812,000, of which
approximately $2,645,000 was distributed to the Company during
2005. No distributions were received by the Company during 2006.
Clairborne Fordham has two remaining residential units at
F-38
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
December 31, 2006. One of these two remaining units closed
on March 19, 2007 for aggregate net proceeds of
approximately $897,000, of which approximately $160,000 was
distributed to Wellsford.
The following table details the Companys share of income
from Clairborne Fordham:
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
For the
|
|
|
|
January 1 to
|
|
|
Year Ended
|
|
|
|
November 17,
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
Additional interest income pursuant
to the October 2003 amended loan agreement
|
|
$
|
|
|
|
$
|
314,000
|
|
Net income from sales of components
and operations subsequent to the September 15, 2004
transaction
|
|
|
702,000
|
|
|
|
198,000
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
702,000
|
|
|
$
|
512,000
|
|
|
|
|
|
|
|
|
|
|
Other
Investments
Reis
The Company currently has a preferred equity investment in Reis
through Wellsford Capital. At December 31, 2006 and 2005,
the carrying amount of the Companys aggregate investment
in Reis was $20,000,000 on a liquidation basis, as described
below. The Companys investment represents approximately
23% of Reiss equity on an as converted to common stock
basis at December 31, 2006 and 2005. Such investment, which
had previously been accounted for on the historical cost basis,
amounted to approximately $6,790,000 at December 31, 2004,
of which approximately $2,231,000 was held by Wellsford Capital
and approximately $4,559,000 represented the Companys
share held through Reis Capital. Such interests were distributed
to the Company in October 2006. Prior to the approval of the
Plan, the cost basis method was used to account for Reis as the
Companys ownership interest is shares in non-voting Reis
preferred stock and the Companys interests are represented
by one member of Reiss seven member board of directors.
The adjustment to report Reis at estimated net realizable value
upon the adoption of the liquidation basis of accounting is
reflected in the adjustment to net realizable value of
$72,485,000 on the Consolidated Statement of Changes in Net
Assets in Liquidation at November 17, 2005.
In the first quarter of 2006, Reis was considering offers from
potential purchasers ranging between $90,000,000 and
$100,000,000 to acquire 100% of Reiss capital stock. Based
on these offers, in estimating the net proceeds in valuing Reis,
if Reis were to be sold at that amount, the Company would have
received approximately $20,000,000 of proceeds, subject to
escrow holdbacks. These potential sale proceeds are reflected in
the Companys net realizable value presentation at
December 31, 2005.
On October 11, 2006, the Company announced that it entered
into a definitive merger agreement with Reis and Merger Sub and
that the Merger was approved by the independent members of the
Board. At the effective time of the Merger, Reis stockholders
will be entitled to receive, in the aggregate, approximately
$34,579,414 in cash and 4,237,673 shares of newly issued
common stock of the Company not including shares to be issued to
Wellsford Capital. The per share value of the Companys
common stock, for purposes of the Merger, has been established
at $8.16 per share in the Merger agreement, resulting in an
implied equity value for Reis of approximately $90,000,000,
including the Companys 23% ownership interest in Reis. It
is expected that this transaction will be tax-free to Reis
stockholders except with respect to the cash portion of the
consideration received. The cash portion of the Merger
consideration is expected to be funded in part by the Bank Loan,
which consists of $27,000,000 (of which $25,000,000 may be used
to pay the cash portion of the Merger consideration and the
payment of related
F-39
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
Merger costs and the remaining $2,000,000 may be utilized for
Reiss working capital needs.) The remainder of the Merger
consideration and transaction costs is anticipated to be funded
with cash from Reis and the Company.
After considering a range of values, including the current
market price for the Companys stock on the stock portion
of the consideration and the per share price as established for
the Merger agreement, the Company determined that it is
appropriate to continue to value its investment in Reis at
$20,000,000 at December 31, 2006.
Value
Property Trust
During April 2004, the Company sold the Philadelphia,
Pennsylvania property, the last remaining property acquired as
part of the February 1998 merger with VLP, for net proceeds of
approximately $2,700,000. As a result of the sale, the Company
reversed approximately $625,000 of the remaining balance of
impairment reserves recorded in 2000. During June 2004, the
Company recognized approximately $184,000 of proceeds which had
been placed in escrow from the 2003 sale of the Salem, New
Hampshire property, as a result of the expiration of a
contingency period. The contingent proceeds and the reversal of
the impairment reserve were reflected in income from
discontinued operations during the second quarter of 2004 and
the year ended December 31, 2004.
Wellsford
Mantua
During November 2003, the Company made an initial $330,000
investment in the form of a loan, in a company organized to
purchase land parcels for rezoning, subdivision and creation of
environmental mitigation credits. The loan is secured by a lien
on a leasehold interest in a 154 acre parcel in
West Deptford, New Jersey which includes at least
64.5 acres of wetlands and a maximum of 71 acres of
developable land. The Company consolidated Wellsford Mantua at
December 31, 2006 and 2005. The Companys investment
in Wellsford Mantua was approximately $291,000 and $666,000 on a
liquidation basis at December 31, 2006 and 2005,
respectively. The Company received a cash distribution of
$375,000 related to this investment during the year ended
December 31, 2006.
Residential
Activities
Palomino
Park
The Company has been 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 were operated as rental
property until they were sold in November 2005, as described
below. The 264 unit Silver Mesa phase was converted into
condominiums (sales commenced in February 2001 and by August
2005 the Company had sold all 264 units). The Gold Peak
phase is under construction as a 259 unit for-sale
condominium project. At December 31, 2006 and 2005, the
Company had a 92.925% interest in the final phase of Palomino
Park and a subsidiary of EQR owned the remaining 7.075%
interest. At December 31, 2004, the Companys interest
was 85.85% and EQRs interest was 14.15%.
With respect to EQRs 14.15% interest at December 31,
2004 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 $2,087,000. This transaction was completed in October
2005. Aggregate distributions from the subsidiary
corporations available cash and sales proceeds of
approximately $4,080,000 were made to EQR during 2005.
F-40
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
In November 2005, the Company sold the Blue Ridge, Red Canyon
and Green River rental phases for $176,000,000 to a national
financial services organization and realized a gain of
approximately $57,202,000 after EQRs interest, specific
bonuses paid to executives of the Company related to the sale
and estimated state and Federal taxes. This amount is reflected
in the adjustment to net realizable value of $72,485,000 on the
Consolidated Statement of Changes in Net Assets in Liquidation
at November 17, 2005. The Company repaid an aggregate of
approximately $94,035,000 of mortgage debt and paid
approximately $4,600,000 of debt prepayment costs from the sale
proceeds, among other selling costs.
In December 1995, the Trust marketed and sold $14,755,000 of
tax-exempt bonds to fund construction at Palomino Park.
Initially, all five phases of Palomino Park were collateral for
the Palomino Park Bonds. The Palomino Park Bonds had an
outstanding balance of $12,680,000 at December 31, 2004 and
were collateralized by four phases at Palomino Park. In January
2005, the Palomino Park Bonds were paid down by $2,275,000 in
order to release the Gold Peak phase from the bond collateral. A
five-year letter of credit from Commerzbank AG had secured the
Palomino Park Bonds and a subsidiary of EQR had guaranteed
Commerzbank AGs letter of credit. The Company retired the
$10,405,000 balance of this obligation prior to the expirations
of the letter of credit and EQRs guarantee in May 2005.
In December 1997, Phase I, the 456 unit phase known as
Blue Ridge, was completed at a cost of approximately
$41,600,000. At that time, the Company obtained a $34,500,000
permanent loan (the Blue Ridge Mortgage) secured by
a first mortgage on Blue Ridge. The Blue Ridge Mortgage had a
maturity date in December 2007 and bore interest at a fixed rate
of 6.92% per annum. Principal payments were based on a 30
year amortization schedule.
In November 1998, Phase II, the 304 unit phase known
as Red Canyon, was completed at a cost of approximately
$33,900,000. At that time, the Company obtained a $27,000,000
permanent loan (the Red Canyon Mortgage) secured by
a first mortgage on Red Canyon. The Red Canyon Mortgage had a
maturity date in December 2008 and bore interest at a fixed rate
of 6.68% per annum. Principal payments were based on a 30
year amortization schedule.
In October 2000, Phase III, the 264 unit phase known
as Silver Mesa, was completed at a cost of approximately
$44,200,000. The Company made the strategic decision to convert
Silver Mesa into condominium units and sell them to individual
buyers. In conjunction with this decision, the Company prepared
certain units to be sold and continued to rent certain of the
remaining unsold units during the sell out period until the
inventory available for sale had been significantly reduced and
additional units were required to be prepared for sale. The
Company made a payment of $2,075,000 to reduce the outstanding
balance on the tax-exempt bonds in order to obtain the release
of the Silver Mesa phase from the Palomino Park Bond collateral
and obtained a $32,000,000 loan which was collateralized by the
unsold Silver Mesa units and matured in December 2003 (the
Silver Mesa Conversion Loan). During May 2003, the
Company repaid the remaining unpaid principal balance of the
Silver Mesa Conversion Loan with proceeds from Silver Mesa unit
sales and available cash.
Sales of condominium units at the Silver Mesa phase of Palomino
Park commenced in February 2001 and by August 2005 all of the
264 units were sold. The following table provides
information regarding sales of Silver Mesa units:
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
Number of units sold
|
|
|
2
|
|
|
|
53
|
|
Gross proceeds
|
|
$
|
488,000
|
|
|
$
|
12,288,000
|
|
F-41
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
As the Company sold Silver Mesa units, rental revenue, the
corresponding operating expenses and cash flow from the units
being rented diminished. Rental revenue from the Silver Mesa
phase was approximately $51,000 for the year ended
December 31, 2004.
In December 2001, Phase IV, the 424 unit phase known
as Green River, was completed at a cost of approximately
$56,300,000. In February 2003, the Company obtained a
$40,000,000 permanent loan secured by a first mortgage on Green
River (the Green River Mortgage). The Green River
Mortgage had a maturity date in March 2013 and bore interest at
a fixed rate of 5.45% per annum. Principal payments were
based on a 30 year amortization schedule.
In 2004, the Company commenced the development of Gold Peak, the
final phase of Palomino Park. Gold Peak will be comprised of 259
condominium units on the remaining 29 acre land parcel at
Palomino Park.
In April 2005, the Company obtained development and construction
financing for Gold Peak in the aggregate amount of approximately
$28,800,000, which bear interest at LIBOR + 1.65% per annum
(the Gold Peak Construction Loan). The Gold Peak
Construction Loan matures in November 2009 and has an
additional extension option upon satisfaction of certain
conditions being met by the borrower. Principal repayments are
made as units are sold. The balance of the Gold Peak
Construction Loan was approximately $9,550,000 and $11,575,000
at December 31, 2006 and 2005, respectively. The
outstanding balance on the development portion of the loan was
repaid during 2006 and terminated in February 2007. The Company
has a 5% LIBOR cap expiring in June 2008 for the Gold Peak
Construction Loan.
Gold Peak unit sales commenced in January 2006. At
December 31, 2006, there were 31 Gold Peak units under
contract with nominal down payments. The following table
provides information regarding Gold Peak sales:
|
|
|
|
|
|
|
For the Year Ended
|
|
|
December 31, 2006
|
|
Number of units sold
|
|
|
108
|
|
Gross sales proceeds
|
|
$
|
31,742,000
|
|
Principal paydown on Gold Peak
Construction Loan
|
|
$
|
24,528,000
|
|
In September 2006, the Company sold its Palomino Park
telecommunication assets, service contracts and operations and
in November 2006 it received a net amount of approximately
$988,000. The buyer has held back approximately $396,000 which
will be released in two installments in September 2007 and 2008.
The Company believes that this amount will be collected and has
recorded such amount at full value in the statement of net
assets at December 31, 2006. The Company had reflected a
value of $900,000 related to the telecommunication assets and
services at December 31, 2005.
Other
Developments
East
Lyme
The Company has a 95% ownership interest as managing member of a
venture which originally owned 101 single family home lots
situated on 139 acres of land in East Lyme, Connecticut
upon which it is constructing houses for sale. The Company
purchased the land for $6,200,000 in June 2004.
After purchasing the land, the Company executed an agreement
with a homebuilder (the Homebuilder) who will
construct and sell the homes for this project and is a 5%
partner in the project along with receiving other consideration.
F-42
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
The Company obtained construction financing for East Lyme in the
aggregate amount of $21,177,000 to be drawn upon as costs are
expended. The East Lyme Construction Loan (the East Lyme
Construction Loan) bears interest at LIBOR +
2.15% per annum and matures in December 2007 with two
one-year extensions at the Companys option upon
satisfaction of certain conditions being met by the borrower.
Currently, the Company does not expect to meet the minimum home
sale requirement condition and, accordingly, the terms of an
extension will have to be negotiated with the lender. The
balance of the East Lyme Construction Loan was approximately
$10,579,000 and $7,226,000 at December 31, 2006 and 2005,
respectively. The Company has a 4% LIBOR cap expiring in July
2007 for the East Lyme Construction Loan.
During the fourth quarter of 2005, the model home was completed
and home sales commenced in June 2006. At December 31,
2006, three East Lyme homes were under contract. The following
table provides information regarding East Lyme sales:
|
|
|
|
|
|
|
For the Year Ended
|
|
|
December 31, 2006
|
|
Number of homes sold
|
|
|
5
|
|
Gross sales proceeds
|
|
$
|
3,590,000
|
|
Principal paydown on East Lyme
Construction Loan
|
|
$
|
3,246,000
|
|
The Company executed an option to purchase the East Lyme Land, a
contiguous 85 acre parcel of land which can be used to develop
60 single family homes and subsequently acquired the East Lyme
Land in November 2005 for $3,720,000, including future costs
which were the obligation of the seller. The East Lyme Land
requires remediation of pesticides used on the property when it
was an apple orchard at a cost of approximately $1,000,000.
Remediation costs were considered in evaluating the net
realizable value of the property at December 31, 2006 and
2005.
Claverack
The Company has a 75% ownership interest in a joint venture that
owns two land parcels aggregating approximately 300 acres
in Claverack, New York. The Company acquired its interest in the
joint venture for $2,250,000 in November 2004. One land parcel
is subdivided into seven single family home lots on
approximately 65 acres. The remaining 235 acres, known as The
Stewardship, which was originally subdivided into six single
family home lots, now is conditionally subdivided into 48
developable single family home lots.
Claverack is capitalized with $3,000,000 of capital, the
Companys share of which was contributed in cash and the
25% partners contribution was the land, subject to
liabilities, at a net value of $750,000. The land was subject to
a $484,000 mortgage which was assumed by the joint venture (the
balance of this mortgage was $465,000 at December 31, 2004,
bore interest at a rate of 7% per annum and matures in
February 2010). At the closing, an aggregate of approximately
$866,000 owed to affiliates of the 25% partner was paid from the
amount contributed by the Company.
In December 2005, Claverack obtained a line of credit
construction loan in the aggregate amount of $2,000,000 which
was used to retire the existing mortgage and was drawn upon as
needed to construct a custom design model home (the
Claverack Construction Loan). The Claverack
Construction Loan bore interest at LIBOR + 2.20% per annum
and matured in December 2006 with a six-month extension at the
Companys option upon satisfaction of certain conditions
being met by the borrower. Such option was exercised and
approximately $1,310,000 could be drawn on the Claverack
Construction Loan through June 2007. The balance of the
Claverack Construction Loan was approximately $449,000 at
December 31, 2005.
F-43
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Segment
Information (Continued)
In January 2006, the Claverack venture partners contributed
additional capital aggregating approximately $701,000, of which
the Companys share was approximately $526,000.
Effective April 2006, the Company executed a letter agreement
with its venture partner to enable the Company to make advances
instead of requesting funds from the Claverack Construction Loan
at the same terms and rate as the Claverack Construction Loan.
The Company advanced approximately $728,000 through
December 31, 2006; such amount remained outstanding at that
date.
During July 2006, the initial home was completed and in October
2006, the home and a contiguous lot were sold for approximately
$1,200,000 and the outstanding balance of the Claverack
Construction Loan of approximately $690,000 was repaid to the
bank. At December 31, 2006, there were no additional houses
under construction on either parcel. In February 2007, Claverack
sold one lot to the venture partner leaving four lots of the
original seven lots available for sale on the 65 acre parcel. In
January 2007, Claverack obtained conditional subdivision to 48
lots for The Stewardship.
Beekman
In February 2005, the Company acquired a 10 acre parcel in
Beekman, New York for a purchase price of $650,000. The Company
also entered into a contract to acquire a contiguous
14 acre parcel, the acquisition of which was conditioned
upon site plan approval to build a minimum of 60 residential
condominium units. The Companys $300,000 deposit in
connection with this contract was secured by a first mortgage
lien on the property.
As a result of various uncertainties, including that
governmental approvals and development processes may take an
indeterminate period and extend beyond December 31, 2008,
the Board authorized the sale of the Beekman interests to the
Jeffrey Lynford and Mr. Lowenthal, or a company in which they
have ownership interests, at the greater of the Companys
aggregate costs or the appraised values. In January 2006, a
company which was owned by Jeffrey Lynford and
Mr. Lowenthal, the principal of the Companys joint
venture partner in the East Lyme project and others acquired the
Beekman project at the Companys aggregate cost of
approximately $1,297,000 in cash. This was accomplished through
a sale of the entities that owned the Beekman assets.
|
|
12.
|
Fair
Value of Financial Instruments
|
At December 31, 2006 and 2005, the Companys assets
were stated at their net realizable values and liabilities were
stated at their estimated settlement amounts. All of the
Companys debt at December 31, 2006 and 2005 was
floating rate based. The Company has two interest rate caps
which had a fair value aggregating approximately $97,000 and
$168,000 at December 31, 2006 and 2005, respectively. See
Footnotes 4 and 11 for more information about the Companys
debt.
|
|
13.
|
Summarized
Consolidated Quarterly Information (Unaudited)
|
Summarized consolidated quarterly financial information is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
June 30, 2006
|
|
|
2006
|
|
|
2006
|
|
|
Net assets in liquidation
|
|
$
|
53,384,000
|
|
|
$
|
55,844,000
|
|
|
$
|
56,211,000
|
|
|
$
|
57,596,000
|
|
Per share
|
|
$
|
8.25
|
|
|
$
|
8.63
|
|
|
$
|
8.69
|
|
|
$
|
8.67
|
|
Common stock outstanding at each
respective date
|
|
|
6,471,179
|
|
|
|
6,471,179
|
|
|
|
6,471,179
|
|
|
|
6,646,738
|
|
F-44
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Summarized
Consolidated Quarterly Information (Unaudited)
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
|
For the Three Months Ended
|
|
|
October 1 to
|
|
2005
|
|
March 31
|
|
|
June 30
|
|
|
September 30
|
|
|
November 17
|
|
|
Revenues
|
|
$
|
3,875,529
|
|
|
$
|
3,696,893
|
|
|
$
|
3,807,757
|
|
|
$
|
1,838,180
|
|
Costs and expenses
|
|
|
(6,573,151
|
)
|
|
|
(7,506,813
|
)
|
|
|
(6,088,942
|
)
|
|
|
(3,454,186
|
)
|
(Loss) income from joint ventures
|
|
|
(490,353
|
)
|
|
|
6,403,376
|
|
|
|
5,601,729
|
|
|
|
334,981
|
|
Interest income on cash and
investments
|
|
|
425,976
|
|
|
|
340,422
|
|
|
|
423,407
|
|
|
|
302,311
|
|
Minority interest benefit
|
|
|
31,037
|
|
|
|
35,244
|
|
|
|
42,802
|
|
|
|
63,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes
|
|
|
(2,730,962
|
)
|
|
|
2,969,122
|
|
|
|
3,786,753
|
|
|
|
(915,621
|
)
|
Income tax (expense)
|
|
|
(60,000
|
)
|
|
|
|
|
|
|
(10,000
|
)
|
|
|
(21,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(2,790,962
|
)
|
|
$
|
2,969,122
|
|
|
$
|
3,776,753
|
|
|
$
|
(936,621
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share amounts, basic and
diluted:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(0.43
|
)
|
|
$
|
0.46
|
|
|
$
|
0.58
|
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
6,467,639
|
|
|
|
6,467,639
|
|
|
|
6,467,639
|
|
|
|
6,467,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
6,467,639
|
|
|
|
6,468,509
|
|
|
|
6,476,698
|
|
|
|
6,467,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
Net assets in liquidation
|
|
$
|
56,569,000
|
|
Per share
|
|
$
|
8.74
|
|
Common stock outstanding at each
respective date
|
|
|
6,471,179
|
|
|
|
* |
Aggregate quarterly earnings per share amounts may not equal
annual or period to date amounts presented elsewhere in these
consolidated financial statements due to rounding differences.
|
F-45
WELLSFORD/WHITEHALL
GROUP, L.L.C. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page No.
|
|
|
|
|
F-48
|
|
|
|
|
F-49
|
|
|
|
|
F-50
|
|
|
|
|
F-51
|
|
|
|
|
F-52
|
|
|
|
|
F-53
|
|
F-47
Report of
Independent Auditors
To the Members of
Wellsford/Whitehall Group, L.L.C. and Subsidiaries:
We have audited the accompanying consolidated balance sheets of
Wellsford/Whitehall Group, L.L.C. and subsidiaries as of
December 31, 2005 and 2004, and the related consolidated
statements of operations, changes in members equity, and
cash flows for each of the three years in the period ended
December 31, 2005. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. We were not engaged to perform an audit
of the Companys internal control over financial reporting.
Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Wellsford/Whitehall Group, L.L.C. and
subsidiaries at December 31, 2005 and 2004, and the
consolidated results of their operations and their cash flows
for each of the three years in the period ended
December 31, 2005, in conformity with accounting principles
generally accepted in the United States.
Dallas, Texas
January 31, 2006
F-48
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
ASSETS
|
Real estate assets:
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
1,166,250
|
|
|
$
|
1,166,250
|
|
Land improvements
|
|
|
3,170,580
|
|
|
|
3,608,757
|
|
Buildings and improvements
|
|
|
6,952,763
|
|
|
|
6,897,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,289,593
|
|
|
|
11,672,444
|
|
Less accumulated depreciation
|
|
|
(2,612,576
|
)
|
|
|
(1,987,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
8,677,017
|
|
|
|
9,685,200
|
|
Assets held for sale
|
|
|
|
|
|
|
138,809,453
|
|
Cash and cash equivalents
|
|
|
1,444,452
|
|
|
|
2,280,434
|
|
Restricted cash
|
|
|
|
|
|
|
9,729,738
|
|
Deferred costs, less accumulated
amortization
|
|
|
|
|
|
|
780,385
|
|
Receivables, prepaids and other
assets, net
|
|
|
306,661
|
|
|
|
1,083,189
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
10,428,130
|
|
|
$
|
162,368,399
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS
EQUITY
|
Liabilities:
|
|
|
|
|
|
|
|
|
Notes payable
|
|
$
|
|
|
|
$
|
113,887,418
|
|
Liabilities attributable to assets
held for sale
|
|
|
|
|
|
|
15,880,361
|
|
Accrued expenses and other
liabilities
|
|
|
1,251,775
|
|
|
|
3,297,833
|
|
Accrued interest on notes payable
|
|
|
|
|
|
|
537,282
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,251,775
|
|
|
|
133,602,894
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Members equity
|
|
|
9,176,355
|
|
|
|
28,765,505
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
members equity
|
|
$
|
10,428,130
|
|
|
$
|
162,368,399
|
|
|
|
|
|
|
|
|
|
|
F-49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
$
|
1,046,654
|
|
|
$
|
1,041,553
|
|
|
$
|
1,111,723
|
|
Recoverable expenses
|
|
|
122,748
|
|
|
|
128,500
|
|
|
|
114,031
|
|
Interest and other income
|
|
|
411,130
|
|
|
|
465,434
|
|
|
|
263,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,580,532
|
|
|
|
1,635,487
|
|
|
|
1,489,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operations
|
|
|
569,151
|
|
|
|
461,803
|
|
|
|
569,211
|
|
Real estate taxes
|
|
|
187,484
|
|
|
|
230,304
|
|
|
|
192,217
|
|
Insurance
|
|
|
30,721
|
|
|
|
45,139
|
|
|
|
42,352
|
|
Interest
|
|
|
380,617
|
|
|
|
337,957
|
|
|
|
351,464
|
|
Fair value adjustment of
derivative instrument
|
|
|
8,889
|
|
|
|
259,731
|
|
|
|
|
|
Depreciation and amortization
|
|
|
625,332
|
|
|
|
668,328
|
|
|
|
634,725
|
|
Asset management fees
|
|
|
112,483
|
|
|
|
112,483
|
|
|
|
112,491
|
|
Ownership
|
|
|
43,486
|
|
|
|
194,758
|
|
|
|
328,929
|
|
Loss from impairment
|
|
|
452,500
|
|
|
|
3,305,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
2,410,663
|
|
|
|
5,616,488
|
|
|
|
2,231,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before discontinued operations
|
|
|
(830,131
|
)
|
|
|
(3,981,001
|
)
|
|
|
(741,913
|
)
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on dispositions
|
|
|
17,325,536
|
|
|
|
886,651
|
|
|
|
9,297,121
|
|
Operating income
|
|
|
28,708
|
|
|
|
2,385,882
|
|
|
|
9,842,592
|
|
Interest and amortization
|
|
|
(2,218,532
|
)
|
|
|
(11,674,228
|
)
|
|
|
(15,626,814
|
)
|
Loss from impairment
|
|
|
|
|
|
|
(17,763,511
|
)
|
|
|
(114,687,022
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued
operations
|
|
|
15,135,712
|
|
|
|
(26,165,206
|
)
|
|
|
(111,174,123
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
14,305,581
|
|
|
$
|
(30,146,207
|
)
|
|
$
|
(111,916,036
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
|
|
|
Other
|
|
|
Total
|
|
|
|
Membership
|
|
|
Paid-In
|
|
|
Over
|
|
|
Comprehensive
|
|
|
Members
|
|
|
|
Units
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
(Loss)/Income
|
|
|
Equity
|
|
|
January 1, 2003
|
|
|
19,258,328
|
|
|
$
|
192,583
|
|
|
$
|
275,657,412
|
|
|
$
|
(96,108,482
|
)
|
|
$
|
(1,296,573
|
)
|
|
$
|
178,444,940
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(111,916,036
|
)
|
|
|
|
|
|
|
(111,916,036
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,102,893
|
|
|
|
1,102,893
|
|
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,264,826
|
)
|
|
|
|
|
|
|
(2,264,826
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2003
|
|
|
19,258,328
|
|
|
|
192,583
|
|
|
|
275,657,412
|
|
|
|
(210,289,344
|
)
|
|
|
(193,680
|
)
|
|
|
65,366,971
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,146,207
|
)
|
|
|
|
|
|
|
(30,146,207
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
193,680
|
|
|
|
193,680
|
|
Redemption of Saracen
Members Interest
|
|
|
(1,434,126
|
)
|
|
|
(1,434
|
)
|
|
|
(6,647,505
|
)
|
|
|
|
|
|
|
|
|
|
|
(6,648,939
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004
|
|
|
17,824,202
|
|
|
|
191,149
|
|
|
|
269,009,907
|
|
|
|
(240,435,551
|
)
|
|
|
|
|
|
|
28,765,505
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,305,581
|
|
|
|
|
|
|
|
14,305,581
|
|
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25,500,000
|
)
|
|
|
|
|
|
|
(25,500,000
|
)
|
Redemption of WCPT Members
Interest
|
|
|
(6,276,780
|
)
|
|
|
(6,277
|
)
|
|
|
(8,388,454
|
)
|
|
|
|
|
|
|
|
|
|
|
(8,394,731
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005
|
|
|
11,547,422
|
|
|
$
|
184,872
|
|
|
$
|
260,621,453
|
|
|
$
|
(251,629,970
|
)
|
|
$
|
|
|
|
$
|
9,176,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
14,305,581
|
|
|
$
|
(30,146,207
|
)
|
|
$
|
(111,916,036
|
)
|
Adjustments from net income (loss)
to net cash from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on disposition of real estate
assets
|
|
|
(17,325,536
|
)
|
|
|
(886,651
|
)
|
|
|
(9,297,121
|
)
|
Loss on derivative fair market
value adjustment
|
|
|
8,889
|
|
|
|
259,731
|
|
|
|
|
|
Depreciation and amortization
|
|
|
625,332
|
|
|
|
8,147,492
|
|
|
|
11,200,304
|
|
Loss on impairment of real estate
assets
|
|
|
452,500
|
|
|
|
21,069,496
|
|
|
|
114,687,022
|
|
Amortization of deferred financing
costs
|
|
|
771,496
|
|
|
|
1,298,036
|
|
|
|
4,964,321
|
|
Change in receivables, prepaids
and other assets
|
|
|
3,053,353
|
|
|
|
(1,466,571
|
)
|
|
|
3,431,762
|
|
Change in accrued expenses and
other liabilities
|
|
|
(2,519,495
|
)
|
|
|
(4,667,969
|
)
|
|
|
690,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
operating activities
|
|
|
(627,880
|
)
|
|
|
(6,392,643
|
)
|
|
|
13,760,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Improvements to real estate assets
|
|
|
(704,678
|
)
|
|
|
(8,668,305
|
)
|
|
|
(23,807,946
|
)
|
Disposal of real estate assets,
net of selling expenses
|
|
|
154,365,392
|
|
|
|
17,182,058
|
|
|
|
170,509,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by investing
activities
|
|
|
153,660,714
|
|
|
|
8,513,753
|
|
|
|
146,702,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from notes payable
|
|
|
|
|
|
|
7,925,001
|
|
|
|
|
|
Repayment of notes payable
|
|
|
(129,703,823
|
)
|
|
|
(15,705,781
|
)
|
|
|
(166,700,076
|
)
|
Repayment of ground lease
obligations
|
|
|
|
|
|
|
|
|
|
|
(1,111,239
|
)
|
Change in restricted cash
|
|
|
9,729,738
|
|
|
|
(2,350,373
|
)
|
|
|
4,641,803
|
|
Deferred financing costs
|
|
|
|
|
|
|
(1,316,829
|
)
|
|
|
(83,543
|
)
|
Member distributions
|
|
|
(25,500,000
|
)
|
|
|
|
|
|
|
(2,264,826
|
)
|
Redemption of equity
|
|
|
(8,394,731
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing
activities
|
|
|
(153,868,816
|
)
|
|
|
(11,447,982
|
)
|
|
|
(165,517,881
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash
equivalents
|
|
|
(835,982
|
)
|
|
|
(9,326,872
|
)
|
|
|
(5,055,535
|
)
|
Cash and cash equivalents,
beginning of year
|
|
|
2,280,434
|
|
|
|
11,607,306
|
|
|
|
16,662,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
year
|
|
$
|
1,444,452
|
|
|
$
|
2,280,434
|
|
|
$
|
11,607,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
1,678,891
|
|
|
$
|
10,886,159
|
|
|
$
|
12,369,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-52
WELLSFORD/WHITEHALL
GROUP, L.L.C., AND SUBSIDIARIES
December 31, 2005 and 2004
|
|
1.
|
Organization
and Business
|
Wellsford/Whitehall Group, L.L.C. and subsidiaries (the
Company), was formed in May 1999 and consisted of
the following members at December 31, 2005: WHWEL Real
Estate Limited Partnership (WHWEL), WXI/WWG Realty
L.L.C. and W/W Group Holdings, L.L.C. (collectively the
Whitehall Members). These are collectively referred
to as the Members.
WP Commercial, L.L.C. (WP) manages the Company on a
day-to-day
basis; however, certain major and operational decisions require
the consent of the Members. WP also provides management,
construction, development and leasing services to the Company as
well as to third parties, based upon an agreed upon fee schedule
and also provides such services to a new venture organized by
certain of the Whitehall Members (New Venture). WP
is owned by affiliates of the Whitehall Members.
Under the terms of existing agreements, it is expected that the
Company will not purchase any additional real estate assets. The
Members have agreed to an orderly disposal of the Companys
assets over time. The Company will terminate on
December 31, 2045, unless sooner by the written consent of
all Members.
During 2005, the Company redeemed and retired the 6,276,780
membership units owned by the Wellsford Commercial Properties
Trust (WCPT), in exchange for cash of $8,394,731.
The cash payment was the negotiated fair market value of the
WCPT members interest as of July 31, 2005 and was
paid by the Company to the WCPT members.
During 2004, the Company redeemed and retired the 1,434,126
membership units owned by the Saracen Members in exchange for
transferring title to the six properties encumbered by the
Nomura Loan, one unencumbered land asset and all other assets
and liabilities related to the transferred properties to the
Saracen Members. The Saracen Members also assumed the Nomura
Loan and all accrued interest associated with the loan. The
redemption and retirement of the Saracen Members
membership units also resulted in the nullification of the
contingent tax indemnities the Company was previously obligated
to maintain.
The number of membership units issued and outstanding is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Whitehall Members
|
|
|
11,547,422
|
|
|
|
11,547,422
|
|
|
|
11,547,422
|
|
WCPT
|
|
|
|
|
|
|
6,276,780
|
|
|
|
6,276,780
|
|
Saracen Members
|
|
|
|
|
|
|
|
|
|
|
1,434,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
11,547,422
|
|
|
|
17,824,202
|
|
|
|
19,258,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005, the Company owned 2 properties,
containing approximately 129,227 square feet (unaudited) of
office space in New Jersey (1 operating property, 1 tract of
land).
|
|
2.
|
Summary
of Significant Accounting Policies
|
Principles of Consolidation. The accompanying
consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
Cash and Cash Equivalents. The Company considers
all demand and money market accounts and short-term investments
in government funds with an original maturity of three months or
less when purchased to be cash and cash equivalents.
F-53
WELLSFORD/WHITEHALL
GROUP, L.L.C., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004 (Continued)
Summary
of Significant Accounting Policies (Continued)
Real Estate and Depreciation. Real estate assets
are stated at cost, adjusted for impairment losses. Costs
directly related to the acquisition and improvement of real
estate are capitalized, including the purchase price, legal
fees, acquisition costs, interest, property taxes and other
operational costs during the period of development. Ordinary
repairs and maintenance items are expensed as incurred.
Replacements and betterments are capitalized and depreciated
over their estimated useful lives. Tenant improvements and
leasing commissions are capitalized and amortized over an
average term of the related leases. Depreciation is computed
over the expected useful lives of the depreciable properties
using methods that approximate straight-line, principally
40 years for commercial properties, five to 12 years
for furnishings and equipment and 15 years for land
improvements.
Management reviews its real estate assets for impairment
annually in connection with the preparation of budgets for the
upcoming year and as part of the financial statement closing
process. The Company performs evaluations for impairment on all
of its real estate assets. As part of this evaluation, the
Company recorded impairment provisions of approximately
$453,000, $21,069,000 and $114,687,000 during the years ended
December 31, 2005, 2004, and 2003, respectively. The 2005
provisions are primarily the result of a minor change in the
economics of such asset and the market in which it is located.
The 2004 provisions are primarily the result of a change in the
intended use of such assets resulting from the change in
classification from held for use to held for sale during the
year ended December 31, 2004. The 2003 provisions were the
result of significant declines in the economics of such assets
and the markets in which they were located, resulting in
decreasing market rents, slower absorption trends and greater
tenant concession costs. For real estate assets held and used,
the Company recognizes an impairment loss only if the carrying
amount of the asset is not recoverable from its undiscounted
cash flows and measures an impairment loss as the difference
between the carrying amount and the fair value of the asset.
Real estate assets considered held for sale are reported at the
lower of carrying amount or fair value less costs to sell and
are not depreciated.
Deferred Costs. Deferred costs consisted primarily
of costs incurred to obtain financing. Those deferred financing
costs were amortized over the expected term of the respective
agreements, adjusted for any unscheduled prepayments. Such
amortization is included in interest expense in the accompanying
consolidated statements of operations. The Company recorded
amortization expense related to deferred costs totaling
$771,000, $1,298,000, and $4,964,000 during the years ended
December 31, 2005, 2004, and 2003, respectively.
Profit and Revenue Recognition. Sales of real
estate assets are recognized at closing, subject to the receipt
of an adequate down payment and the relinquishment of
substantial ownership risks in the future operations of the
asset. Commercial properties are leased under operating leases.
Rental revenue is recognized on a straight-line basis over the
terms of the respective leases. The Company records an allowance
for accounts receivable estimated to be uncollectible. As of
December 31, 2005, the Companys outstanding accounts
receivable was $17,000, net of a $628,000 allowance.
Discontinued Operations. Properties planned to be
sold within one year following the balance sheet date are
classified as held for sale and the related results of
operations have been reported separately as discontinued
operations for the years ended December 31, 2005, 2004 and
2003. There were no properties held for sale at
December 31, 2005. Assets attributable to properties held
for sale have been classified separately in the Companys
balance sheets at December 31, 2004. The results of
operations for assets disposed of during the current year have
also been reported as discontinued operations for the years
ended December 31, 2005, 2004 and 2003.
F-54
WELLSFORD/WHITEHALL
GROUP, L.L.C., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004 (Continued)
Summary
of Significant Accounting Policies (Continued)
Income Taxes. The Company is a limited liability
company. In accordance with the tax law regarding such entities,
each of the Companys membership unit holders is
responsible for reporting their share of the Companys
taxable income or loss on their separate tax returns.
Accordingly, the Company has recorded no provision for Federal,
state and local income taxes.
Derivative and Hedging Activities. The Company
recognizes all newly acquired derivatives on the balance sheet
at fair value. During 2005, the interest rate protection
agreement acquired in 2004 expired and the change in the fair
value of the derivative is recognized in earnings.
During 2004, the Company acquired a new interest rate protection
agreement which limited the base rate of the variable rate debt.
The Company did not account for the derivative as a hedging
instrument. Accordingly, changes in the fair value of the
derivative were immediately recognized in earnings.
At December 31, 2003, the Company owned an interest rate
protection agreement which limited the base rate of variable
rate debt. Through the maturity date of the derivative, the
ineffective portion of the derivatives change in fair
value was immediately recognized in earnings, as applicable. The
effective portion of the fair value difference of the derivative
was reflected separately in members equity as other
comprehensive income or loss. At December 31, 2003,
approximately $194,000 of accumulated other comprehensive loss
remained in members equity, which was fully amortized
during 2004.
Estimates. The preparation of financial statements
in conformity with accounting principles generally accepted in
the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The Company owns the following properties classified as held for
investment. Amounts are presented net of impairment provisions
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
Location
|
|
2005
|
|
|
2004
|
|
|
Property Collateralizing Portfolio
Loan-2004
|
|
|
|
|
|
|
|
|
|
|
150 Mount Bethel
|
|
Warren, NJ
|
|
$
|
8,119
|
|
|
$
|
8,063
|
|
Unencumbered Property
|
|
|
|
|
|
|
|
|
|
|
Airport Executive
Park-Land
|
|
Hanover Twp, NJ
|
|
|
3,171
|
|
|
|
3,609
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate held for investment
|
|
|
|
|
11,290
|
|
|
|
11,672
|
|
Accumulated depreciation
|
|
|
|
|
(2,613
|
)
|
|
|
(1,987
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Real estate held for investment,
net
|
|
|
|
$
|
8,677
|
|
|
$
|
9,685
|
|
|
|
|
|
|
|
|
|
|
|
|
One tenant of the properties held for investment contributed
approximately 97% of rental income generated by properties held
for investment for the year ended December 31, 2005.
F-55
WELLSFORD/WHITEHALL
GROUP, L.L.C., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004 (Continued)
Commercial
Properties (Continued)
The Company owned the following properties classified as held
for sale as of December 31, 2004. As of December 31,
2005, all assets owned by the Company were held for investment.
Amounts are presented net of impairment provisions (amounts in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
Properties Collateralizing Portfolio Loan
|
|
|
|
|
Location
|
|
2005
|
|
|
2004
|
|
|
300 Atrium Drive
|
|
|
(a
|
)
|
|
Somerset, NJ
|
|
|
|
|
|
$
|
11,087
|
|
400 Atrium Drive
|
|
|
(a
|
)
|
|
Somerset, NJ
|
|
|
|
|
|
|
34,865
|
|
500 Atrium Drive
|
|
|
(a
|
)
|
|
Somerset, NJ
|
|
|
|
|
|
|
12,740
|
|
700 Atrium Drive
|
|
|
(a
|
)
|
|
Somerset, NJ
|
|
|
|
|
|
|
10,104
|
|
Garden State Exhibit Center
|
|
|
(a
|
)
|
|
Somerset, NJ
|
|
|
|
|
|
|
7,281
|
|
Cutler Lake Corporate Center
|
|
|
(b
|
)
|
|
Needham, MA
|
|
|
|
|
|
|
39,425
|
|
377/379 Campus Drive
|
|
|
(a
|
)
|
|
Franklin Twp, NJ
|
|
|
|
|
|
|
11,694
|
|
Samsung/105 Challenger Road
|
|
|
(c
|
)
|
|
Ridgefield Park, NJ
|
|
|
|
|
|
|
24,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
151,767
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties Collateralizing Other Mortgages or Unencumbered
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
600 Atrium Drive (land)
|
|
|
(a
|
)
|
|
Somerset, NJ
|
|
|
|
|
|
|
|
|
Airport Executive Park
|
|
|
(a
|
)
|
|
Hanover Twp, NJ
|
|
|
|
|
|
|
8,854
|
|
CVS
|
|
|
(a
|
)
|
|
Essex, MD
|
|
|
|
|
|
|
4,724
|
|
CVS
|
|
|
(a
|
)
|
|
Pennsauken, NJ
|
|
|
|
|
|
|
3,908
|
|
CVS
|
|
|
(a
|
)
|
|
Runnemede, NJ
|
|
|
|
|
|
|
4,121
|
|
CVS
|
|
|
(a
|
)
|
|
Wetumpka, AL
|
|
|
|
|
|
|
2,665
|
|
CVS
|
|
|
(a
|
)
|
|
Richmond, VA
|
|
|
|
|
|
|
3,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate held for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
179,201
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate held for sale, net
|
|
|
|
|
|
|
|
|
|
|
|
$
|
136,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Asset sold during January 2005.
(b) Asset sold during April 2005.
(c) Asset sold during May 2005.
The Company capitalizes interest related to properties under
renovation to the extent such assets qualify for capitalization.
Total interest capitalized was $0, $0 and $2,763,000,
respectively, for the years ended December 31, 2005, 2004,
and 2003.
F-56
WELLSFORD/WHITEHALL
GROUP, L.L.C., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004 (Continued)
Office space in the properties is generally leased to tenants
under lease terms which provide for the tenants to pay base
rents plus increases in operating expenses in excess of
specified amounts. Non-cancelable operating leases with tenants
expire on various dates through 2012. The future minimum lease
payments to be received under leases existing as of
December 31, 2005, are as follows (amounts in thousands):
|
|
|
|
|
|
|
Property held
|
|
For the Years Ended December 31,
|
|
for investment
|
|
|
2006
|
|
$
|
1,227
|
|
2007
|
|
|
1,288
|
|
2008
|
|
|
345
|
|
2009
|
|
|
31
|
|
2010
|
|
|
31
|
|
Thereafter
|
|
|
44
|
|
|
|
|
|
|
Total
|
|
$
|
2,966
|
|
|
|
|
|
|
The future minimum lease payments do not include specified
payments for tenant reimbursements of operating expenses.
The leasehold interest in one property held for investment is
subject to a ground lease. At December 31, 2005, aggregate
future minimum rental payments under the lease which expires on
April 20, 2077, are as follows (amounts in thousands):
|
|
|
|
|
|
|
Property held
|
|
For the Years Ended December 31,
|
|
for investment
|
|
|
2006
|
|
$
|
73
|
|
2007
|
|
|
75
|
|
2008
|
|
|
76
|
|
2009
|
|
|
77
|
|
2010
|
|
|
78
|
|
Thereafter
|
|
|
7,990
|
|
|
|
|
|
|
Total
|
|
$
|
8,369
|
|
|
|
|
|
|
The Companys notes payable consisted of the following
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate at
|
|
December 31,
|
|
Debt
|
|
December 31, 2004
|
|
2005
|
|
|
2004
|
|
|
General Electric Capital Real
Estate(a)
|
|
LIBOR + 3.25%
|
|
$
|
|
|
|
$
|
106,078
|
|
Other Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
Washington Mutual(a)
|
|
LIBOR + 2.50%
|
|
|
|
|
|
|
7,809
|
|
Wells Fargo(b)
|
|
7.28%
|
|
|
|
|
|
|
15,816
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable
|
|
|
|
|
|
|
|
|
129,703
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable assumed by purchaser
|
|
|
|
|
|
|
|
|
(15,816
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable, net of notes
payable assumed
|
|
|
|
$
|
|
|
|
$
|
113,887
|
|
|
|
|
|
|
|
|
|
|
|
|
_
_
|
|
(a)
|
The Company repaid the Portfolio Loan and the Washington Mutual
debt in full during 2005 with the sale of the assets.
|
(b)
|
The Wells Fargo note was assumed as part of the sale of certain
assets during January 2005.
|
F-57
WELLSFORD/WHITEHALL
GROUP, L.L.C., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004 (Continued)
Notes Payable
(Continued)
In June 2001, the Company obtained a loan with General Electric
Capital Real Estate (the Portfolio Loan) which
required monthly payments of interest until maturity. During
2005, the loan was repaid in full with the sale of the assets.
The 30-day
LIBOR rate was 2.40% on December 31, 2004.
In April 2004, the Company entered into a new interest rate
protection agreement (the New Cap) at a cost of
$269,000, which limits LIBOR exposure to 6.86% until December
2006 on $122,100,000 of debt. The New Cap was not designated as
a hedge. Accordingly, changes in the fair value of the New Cap
were recognized immediately into earnings during the year ended
December 31, 2005. At December 31, 2005, the fair
value of the New Cap was $0.
In July 2001, the Company entered into an interest rate
protection agreement (the Cap) at a cost of
$1,780,000, which limited LIBOR exposure to 5.83% until June
2003 and 6.83% until it matured in June 2004 on
$285,000,000 of debt. The effective portion of the Caps
change in fair value was recorded as an adjustment to
accumulated other comprehensive (income)/loss during 2004 and
2003, which totaled ($194,000) and ($1,103,000), respectively.
An affiliate of the Whitehall Members was the counterparty to
the Cap.
|
|
7.
|
Transactions
with Affiliates
|
As discussed in Note 1, WP performs management services for
the Company. The Company pays WP an administrative cost and
expense management fee equal to 0.93% of an agreed upon initial
aggregate asset value of the Companys real estate assets.
The fee will be reduced six months after any asset is sold
pursuant to an agreed upon formula. The Company incurred an
aggregate of $1,834,000, $3,715,000 and $4,604,000 in 2005, 2004
and 2003, respectively, related to these fees.
The Company also pays WP for construction management,
development and leasing based upon a schedule of rates in each
geographic area in which the Company operates. The Company
incurred an aggregate of $75,000, $784,000 and $1,925,000 in
2005, 2004 and 2003, respectively, related to these services.
These amounts have been capitalized as part of real estate
assets.
Affiliates of the Whitehall Members provide debt placement,
environmental and insurance services for the Company. The
Company incurred $757,000, $459,000 and $691,000 in 2005, 2004
and 2003, respectively, for these services.
Affiliates of the Saracen Members performed property management
services for certain assets of the Company through the date of
the redemption, which amounted to approximately $161,000 and
$252,000, respectively, for the years ended December 31,
2004 and 2003. Pursuant to an asset management agreement that
was terminated in 1999, the Company agreed to pay the Saracen
Members $1,000,000 in January 2004, plus quarterly interest at
10% per annum paid currently. This liability was fully
satisfied during January 2004.
Affiliates of the Saracen Members leased space at one building
through the date of the redemption to the Saracen Members.
Revenue related to these leases for the years ended
December 31, 2004 and 2003, totaled $18,000 and $49,000,
respectively.
At December 31, 2005 and 2004 the Company had approximately
$779,000 and $342,000, respectively, payable to its Members or
their affiliates. These amounts are included in accrued expenses
and other liabilities on the accompanying balance sheets.
F-58
WELLSFORD/WHITEHALL
GROUP, L.L.C., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004 (Continued)
Transactions
with Affiliates (Continued)
During 2004, the Company transferred approximately $76,656,000
in assets and approximately $65,701,000 in liabilities to the
Saracen Members. The transfer of the assets and liabilities was
accounted for as a non-monetary exchange. Accordingly, the
assets and liabilities were adjusted to fair value as of the
date of transfer resulting in a $4,306,000 loss. This loss was
recorded in discontinued operations in the accompanying
statement of operations.
See Notes 1, 6 and 8 for additional related party interest
information.
|
|
8.
|
Discontinued
Operations
|
As of December 31, 2004, the Company had 15 properties
totaling 1,644,000 square feet (unaudited), which were
classified as held for sale. There were no properties held for
sale at December 31, 2005. Consistent with
SFAS No. 144, the results of operations of the
properties held for sale were reported as discontinued
operations for the year ended December 31, 2004. Assets and
liabilities anticipated to be sold that are attributable to the
properties held for sale were classified separately in the
Companys balance sheets, and are summarized as follows
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Net real estate
|
|
$
|
|
|
|
$
|
136,404
|
|
Receivables, prepaid and other
assets
|
|
|
|
|
|
|
2,405
|
|
|
|
|
|
|
|
|
|
|
Total assets held for sale
|
|
$
|
|
|
|
$
|
138,809
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Notes payable
|
|
$
|
|
|
|
$
|
15,816
|
|
Accrued interest on notes payable
|
|
|
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
|
Total liabilities held for sale
|
|
$
|
|
|
|
$
|
15,880
|
|
|
|
|
|
|
|
|
|
|
In conjunction with the sale of the properties classified as
held for sale at December 31, 2004, the Company was
required to pay off the notes payable related to certain of the
properties.
Revenues attributable to the properties held for sale as of
December 31, 2004 or attributable to the properties sold
during the years ended December 31, 2005, 2004 and 2003
were $3,738,000, $30,604,000 and $46,709,000, respectively.
Interest expense and amortization of deferred financing costs
attributable to the properties held for sale as of
December 31, 2004 or attributable to the properties sold
during the years ended December 31, 2005, 2004 and 2003
were $2,219,000, $11,674,000 and $15,627,000, respectively.
The Company sold the following properties ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Number of properties
|
|
|
15
|
|
|
|
1
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales proceeds
|
|
$
|
154,365
|
|
|
$
|
17,182
|
|
|
$
|
170,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale
|
|
$
|
17,326
|
|
|
$
|
5,193
|
|
|
$
|
9,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-59
WELLSFORD/WHITEHALL
GROUP, L.L.C., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005 and 2004 (Continued)
Discontinued
Operations (continued)
The transfer of the six properties encumbered by the Nomura Loan
to the Saracen Members was treated as a non-monetary exchange.
Accordingly, a loss was recognized in the financial statements
during 2004 in the amount of $4,306,000, representing the
difference between the book value and the fair value of the
assets and liabilities on the date of transfer.
|
|
9.
|
Fair
Value of Financial Instruments
|
The Companys financial instruments consist of cash and
cash equivalents, interest rate protection agreements and notes
payable. The carrying amount of cash and cash equivalents
approximates fair value due to the short maturity of this item.
The fair values of the interest rate derivative instruments are
the amount at which they could be settled, based on estimates
obtained from the third parties. The carrying values for certain
notes payable approximate fair values because such debt consists
of variable rate debt that reprices frequently.
|
|
10.
|
Commitments
and Contingencies
|
From time to time, legal actions are brought against the Company
in the ordinary course of business. Although there can be no
assurance, the Company is not a party to any legal action that
would have a material adverse effect on the Companys
financial condition, results of operations or cash flows in the
future.
In connection with the redemption of the WCPT members
interest, if the Company enters into a sales contract over a
specified amount, for one of the remaining assets, within six
months and the sale closes within twelve months of the
redemption, the Company would then remit to WCPT additional
proceeds up to but not to exceed $528,150.
F-60
WELLSFORD
REAL PROPERTIES, INC. AND SUBSIDIARIES
The following reconciliation of real estate assets and
accumulated depreciation is presented on the going concern basis
of accounting at historical cost:
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
For the Year
|
|
|
|
January 1 to
|
|
|
Ended
|
|
|
|
November 17,
|
|
|
December 31,
|
|
(amounts in thousands)
|
|
2005
|
|
|
2004
|
|
|
Real Estate
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
132,311
|
|
|
$
|
132,293
|
|
Additions:
|
|
|
|
|
|
|
|
|
Capital improvements
|
|
|
23
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
132,334
|
|
|
|
132,311
|
|
Less:
|
|
|
|
|
|
|
|
|
Real estate sold
|
|
|
|
|
|
|
|
|
Reclassified costs to residential
units available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
132,334
|
|
|
$
|
132,311
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Depreciation
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
21,031
|
|
|
$
|
16,775
|
|
Additions:
|
|
|
|
|
|
|
|
|
Charged to operating expense
|
|
|
3,740
|
|
|
|
4,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,771
|
|
|
|
21,031
|
|
Less:
|
|
|
|
|
|
|
|
|
Accumulated depreciation real
estate sold
|
|
|
|
|
|
|
|
|
Accumulated depreciation on costs
reclassified to residential units held for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
24,771
|
|
|
$
|
21,031
|
|
|
|
|
|
|
|
|
|
|
S-1