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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K
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|X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 2000 OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from __________ to
__________.
Commission File Number 001-12917
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WELLSFORD REAL PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 13-3926898
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(State of organization) (I.R.S. employer identification number)
535 MADISON AVENUE, NEW YORK, NY 10022
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 838-3400
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock American Stock Exchange
$.02 par value
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
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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 X NO
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 registrant's 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. |_|
The aggregate market value of the voting shares held by non-affiliates of the
registrant was approximately $135,714,000 based on the closing price on the
American Stock Exchange for such shares on March 14, 2001.
THE NUMBER OF THE REGISTRANT'S SHARES OF COMMON STOCK OUTSTANDING WAS 8,351,623
AS OF MARCH 14, 2001 (INCLUDING 169,903 SHARES OF CLASS A-1 COMMON STOCK).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the Annual Shareholders' Meeting
to be held on June 15, 2001 are incorporated by reference into Part III.
1
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TABLE OF CONTENTS
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FORM
10-K
ITEM REPORT
NO. PAGE
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PART I
1. Business................................................................3
2. Properties.............................................................15
3. Legal Proceedings......................................................19
4. Submission of Matters to a Vote of Security Holders....................19
PART II
5. Market for Registrant's Common Equity and Related Shareholder Matters..20
6. Selected Consolidated Financial Data...................................21
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations ......................................22
7a. Quantitative and Qualitative Disclosures about Market Risk.............31
8. Consolidated Financial Statements and Supplementary Data...............31
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure .........................31
PART III
10. Directors and Executive Officers of the Registrant.....................32
11. Executive Compensation.................................................32
12. Security Ownership of Certain Beneficial Owners and Management.........32
13. Certain Relationships and Related Transactions.........................32
PART IV
14. Exhibits, Financial Statement Schedules and Reports of Form 8-K........33
FINANCIAL STATEMENTS
14a. Consolidated Balance Sheets as of December 31, 2000 and 1999...........F-4
Consolidated Statements of Income for the Years Ended
December 31, 2000, 1999 and 1998................................F-5
Consolidated Statements of Changes in Shareholders' Equity for the
Years Ended December 31, 2000, 1999 and 1998....................F-6
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998................................F-7
Notes to Consolidated Financial Statements.............................F-8
Wellsford/Whitehall Group, L.L.C. Consolidated Financial
Statements and Notes...........................................F-41
FINANCIAL STATEMENT SCHEDULES
III. Real Estate and Accumulated Depreciation...............................S-1
IV. Mortgage Loans on Real Estate..........................................S-3
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 is included in the consolidated financial
statements.
2
PART I
ITEM 1. BUSINESS
On June 9, 2000, the shareholders of Wellsford Real Properties, Inc., a Maryland
corporation, approved a reverse stock split whereby every two outstanding shares
of common stock and class A-1 common stock were converted into one share of
outstanding common stock and class A-1 common stock. The par value of both
classes of stock increased from $0.01 per share to $0.02 per share and the
number of authorized shares was halved from 197,650,000 to 98,825,000 for common
shares and from 350,000 to 175,000 for class A-1 common shares. The reverse
split was effective for trading beginning June 12, 2000. Resulting fractional
shares were redeemed for cash.
All share and per share amounts in this filing, including the financial
statements and the notes thereto, have been adjusted for the impact of the
split, for all periods presented.
Wellsford Real Properties, Inc. and subsidiaries, (collectively, the "Company")
was formed on January 8, 1997, as a corporate subsidiary of Wellsford
Residential Property Trust (the "Trust"). The Trust was formed in 1992 as the
successor to Wellsford Group Inc. and affiliates, which was formed in 1986. On
May 30, 1997, the Trust merged (the "Merger") with Equity Residential Properties
Trust ("EQR"). Immediately prior to the 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 Merger, the Trust distributed to its common
shareholders all of the outstanding shares of the Company owned by the Trust
(the "Spin-off"). On June 2, 1997, the Company sold 6,000,000 shares of its
common stock in a private placement (the "Private Placement") to a group of
institutional investors at $20.60 per share, the Company's then book value per
share.
The Company is a real estate merchant banking firm headquartered in New York
City which acquires, develops, finances and operates real properties and
organizes and invests in private and public real estate companies. The Company's
operations are organized into three Strategic Business Units ("SBUs"). The
portfolio of investments held in each SBU at December 31, 2000 includes:
Wellsford/Whitehall Group, L.L.C.
A 39.7% interest in a private joint venture that owned and
operated 40 office properties totaling approximately 4,953,000
square feet (including approximately 1,522,000 square feet under
renovation), primarily located in New Jersey, Massachusetts and
Maryland. In December 2000, the Company and various entities
affiliated with the Whitehall Funds, private real estate funds
sponsored by Goldman, Sachs & Co. ("Whitehall"), executed
definitive agreements modifying the terms of their joint venture,
Wellsford/Whitehall Group, L.L.C. ("Wellsford/Whitehall")
effective January 1, 2001 (the "Amendments").
Wellsford Capital
o $69,122,000 of debt related investments including $37,824,000 of
direct debt investments which bore interest at an average yield
of 11.45% during 2000 and $31,298,000 in companies which were
organized to invest in debt instruments;
o Venture capital investments of approximately $6,851,000 in a real
estate e-commerce company and other real estate-related ventures;
and
o Six commercial properties totaling approximately 482,000 square
feet located in the Northeastern United States, two of which were
sold in January 2001. A seventh property, located in California,
was sold in December 2000.
3
Wellsford Development
An 85.85% interest in Palomino Park, a five phase, 1,800 unit
multifamily residential development in Highlands Ranch, a south
suburb of Denver, Colorado. Two phases containing 760 units are
completed and operational. The third phase consists of 264 units
which the Company is converting into condominiums and expects to
sell as individual units over the next 24 months. The 424 unit
fourth phase is under construction and the land for the remaining
approximate 352 unit phase is being prepared for sale or possible
future development.
See the accompanying consolidated financial statements for certain financial
information regarding the Company's industry segments.
The Company's executive offices are located at 535 Madison Avenue, New York, New
York, 10022; telephone, (212) 838-3400. The Company has 19 employees on January
1, 2001.
COMMERCIAL PROPERTY OPERATIONS - WELLSFORD/WHITEHALL
The Company's commercial property operations segment consists of
Wellsford/Whitehall, which is accounted for on the equity method.
In 1997, at the time of the Spin-off, the Company owned six commercial office
buildings, five of which were then vacant, containing an aggregate of
approximately 949,400 square feet which were acquired for an aggregate of
approximately $47,600,000 (the "WRP Commercial Properties").
In August 1997, the Company, in a joint venture with Whitehall formed a private
real estate operating company, Wellsford/Whitehall. The Company contributed the
WRP Commercial Properties and Whitehall contributed four commercial properties
upon formation of Wellsford/Whitehall. Prior to the Amendments, the Company
managed Wellsford/Whitehall on a day-to-day basis. The Company had a 39.7%
interest in Wellsford/Whitehall at December 31, 2000.
In December 2000, the Company and Whitehall executed the Amendments, which,
among other items, provided for the Company and Whitehall to extend their
existing capital commitments to Wellsford/Whitehall for one year to December 31,
2001 and to provide an aggregate of $10,000,000 of additional financing or
preferred equity to Wellsford/Whitehall through December 2003, if required. As a
result of the Amendments, an affiliate of Whitehall replaced the Company as the
managing member of Wellsford/Whitehall. All employees working on
Wellsford/Whitehall business were transferred from the Company to WP Commercial,
L.L.C. ("WP"), the new management company, which is owned by affiliates of
Whitehall and senior management of WP. WP will provide management, construction,
development and leasing services to Wellsford/Whitehall based upon an agreed
upon fee schedule. WP will also provide similar services to a new venture formed
by Whitehall (the "New Venture").
Wellsford/Whitehall discontinued payment of a $600,000 annual administrative fee
to the Company as of December 31, 2000; however, Whitehall has agreed to pay the
Company fees with respect to assets sold by Wellsford/Whitehall equal to 25
basis points of the sales proceeds and up to 60 basis points (30 basis points
are deferred pending certain return on investment hurdles being reached) for
each purchase of real estate made by certain other affiliates of Whitehall,
until such purchases aggregate $400,000,000. Also, as part of the Amendments,
warrants to purchase 2,128,099 of the Company's common stock, which had
previously been issued to Whitehall, were returned and cancelled.
Under the terms of the Amendments, it is expected that Wellsford/Whitehall will
not purchase any new real estate assets, except in limited cases, to replace
certain assets being sold or acquisitions that compliment presently owned real
estate assets. The Amendments provide for an orderly disposal of the
Wellsford/Whitehall's assets and the Company and Whitehall agreed to a buy/sell
agreement effective after December 31, 2003 with respect to any remaining
assets.
4
As of December 31, 2000, Wellsford/Whitehall owned and operated 40 office
properties totaling approximately 4,953,000 square feet (including approximately
1,522,000 square feet under renovation), primarily located in New Jersey,
Massachusetts, and Maryland.
During the years ended December 31, 2000, 1999 and 1998, Wellsford/Whitehall
participated in the following transactions:
(amounts in millions, except square feet and per square foot amounts)
2000 ACTIVITY
Purchases:
Purchases that were made during the year ended December 31, 2000, were
transferred to the New Venture, pursuant to the Amendments.
Sale:
Gross Leasable Sales Price
Square Number of Sales per Square
Month Location Feet Properties Price Foot Gain
----- -------- ---- ---------- ----- ---- ----
August ....... Columbia, MD 38,000 1 $ 4.9 $ 128 $ 0.2
====== = ======== ========= ========
1999 ACTIVITY
Purchases:
Gross
Leasable
Square Number of Cost per
Month Type Location Feet Properties Cost (1) Square Foot
----- ---- -------- ---- ---------- -------- -----------
May .......... Office/Flex Warren, NJ 129,000 1 $ 8.0 $ 62
June ......... Office Boston, MA 64,000 1 10.2 159
June ......... Office Boston, MA 68,000 1 13.1 193
July ......... Office/Land Columbia, MD 97,000 1 10.7 110
July ......... Office Owings Mills, MD 32,000 1 3.9 122
August ....... Land Hanover, NJ 19.2 acres 1 2.0 --
August ....... Office Hanover, NJ 96,000 1 13.3 139
September .... Flex Columbia, MD 144,000 1 3.8 26
November ..... Office Rockville, MD 236,000 1 19.9 84
------- - ------------ --------
Total purchases .. 866,000 9 $ 84.9
======= = ============
Total, excluding land .. 866,000 8 $ 82.9 $ 96
======= = ============ ========
Sales:
Gross Leasable Sales Price
Square Number of Sales per Square
Month Location Feet Properties Price Foot Gain
----- -------- ---- ---------- ----- ---- ----
February ..... Wayne, NJ 2.58 acres (2) 1 $ 0.3 $ -- $ 0.2
May .......... Boston, MA 65,000 1 8.1 125 2.3
August ....... Needham, MA 261,000 1 26.0 100 5.6
November ..... Washington, D.C. 225,000 1 43.4 193 7.5
------- - -------- --------
Total sales ... 551,000 4 $ 77.8 -- $ 15.6
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Total, excluding land ... 551,000 3 $ 77.5 141 $ 15.4
======= = ======== ========
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(1) The 1999 Wellsford/Whitehall acquisitions described above were funded with
proceeds from a first mortgage financing on five of the properties and
seller financing in the form of a second mortgage on one of the properties
in the aggregate amount of $43,401,000 and additional capital contributions
by the Company and Whitehall.
(2) Sale of vacant land.
5
1998 ACTIVITY
Purchases:
Gross
Leasable
Square Number of Cost per
Month Type Location Feet Properties Cost (1) Square Foot
----- ---- -------- ---- ---------- -------- -----------
February ..... Office Boston, MA 65,000 1 $ 5.5 $ 85
February ..... Land Somerset, NJ 19 acres 1 2.0 --
March ........ Office Somerset, NJ 82,000 1 5.4 66
May .......... Office Boston, MA 977,000 13 148.7 (2) 152
May .......... Warehouse Needham, MA 470,000 2 28.4 60
June ......... Office Andover, MA 63,000 1 7.4 117
June ......... Office Basking Ridge, NJ 104,000 2 15.0 144
September .... Office Franklin Township, NJ 199,000 2 22.8 115
November ..... Office Columbia, MD 38,000 1 2.6 68
December ..... Office Ridgefield Park, NJ 147,000 1 19.3 131
--------- -- --------- --------
Total purchases .. 2,145,000 25 $ 257.1
========= == =========
Total, excluding land .. 2,145,000 24 $ 255.1 $ 119
========= == ========= ========
Sale:
Gross Leasable Sales Price
Square Number of Sales per Square
Month Location Feet Properties Price Foot Gain
----- -------- ---- ---------- ----- ---- ----
May .......... Wayne, NJ 69,000 1 $ 5.0 $ 72 $ 2.9
====== = ======== ========= ========
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(1) The 1998 Wellsford/Whitehall acquisitions described above, other than the
May Boston transaction, were funded primarily by capital contributions from
the Company and Whitehall, and by draws on the Wellsford/Whitehall Bank
Facility with Fleet National Bank as agent for itself and several other
financial institutions ("Wellsford/Whitehall Bank Facility").
(2) The Boston portfolio of 13 office buildings was financed by (i) the
assumption of $68,300,000 of mortgage debt, (ii) a $35,800,000 draw on the
Wellsford/Whitehall Bank Facility, (iii) the issuance of $19,000,000 of
Wellsford/Whitehall 6% convertible preferred units to the sellers, (iv)
$18,000,000 of capital contributions by Whitehall and the Company and (v)
the issuance of $7,600,000 of Wellsford/Whitehall common units.
In March 2000, Wellsford/Whitehall obtained a $23,500,000 loan from Principal
Capital Management, L.L.C. for the rehabilitation of Gateway Tower, a 236,000
square foot, nine-story office building located at 401 North Washington Street,
Rockville, Maryland. At December 31, 2000, $15,500,000 was drawn upon this loan.
The non-recourse loan is secured by a first mortgage on the property, has a term
of three years, plus two six-month extensions at Wellsford/Whitehall's option
and bears interest at LIBOR + 3.50% per annum.
In September 2000, Wellsford/Whitehall obtained a $8,150,000 loan from Provident
Bank of Maryland, of which $4,371,000 was drawn upon at December 31, 2000. The
non-recourse loan, which will be used to rehabilitate the property, is secured
by the leasehold interest in the 144,000 square foot Oakland Ridge office park,
a four building office complex located in Columbia, Maryland, has a term of 2.5
years, plus one twelve-month extension at Wellsford/Whitehall's option and bears
interest at LIBOR + 2.00% per annum, which is capitalized into the loan.
The Company made temporary advances to Wellsford/Whitehall during 2000 and 1999
which bore interest at LIBOR + 5.00% per annum. The balance of the advances was
repaid in full by December 31, 2000 and 1999, respectively.
In July 1998, Wellsford/Whitehall modified the Wellsford/Whitehall Bank
Facility. Under the new terms, $300,000,000 represents a senior secured credit
facility bearing interest at LIBOR + 1.65% per annum and $75,000,000 represents
a second mezzanine facility bearing interest at LIBOR + 3.20% per annum. As of
December 31, 2000, approximately $244,250,000 was outstanding under the
Wellsford/Whitehall Bank Facility (approximately $181,728,000 of which was under
the senior facility). At March 31, 2000, the ability to draw on this facility
expired. Wellsford/Whitehall exercised its right under the agreements to have
the due date of both facilities extended for one year to December 15, 2001.
Wellsford/Whitehall is presently seeking to refinance the
6
facility. The Wellsford/Whitehall Bank Facility provides for the meeting of
certain operating and balance sheet covenants and limits the amount of
distributions to members.
The Company is entitled to receive incentive compensation payable out of
distributions made by Wellsford/Whitehall (the "Promote") after return of
capital and minimum annual returns of at least 15% to 17.5% on such capital
balances to the Company and Whitehall. Pursuant to the Amendments, the Company
will be entitled to earn 53.3% to 57.5% of the Promote. To date, the Company has
not earned or received any distribution of the Promote and there can be no
assurance that such Promote will be earned or received.
In June 1999, the capital commitment requirements of Wellsford/Whitehall were
modified from an aggregate of $150,000,000 ($75,000,000 by each partner) to an
aggregate of $250,000,000. The Company's total portion is $85,000,000 of which
$8,468,000 remained to be contributed as of December 31, 2000 and Whitehall's
total portion is $165,000,000 of which $47,249,000 remained to be contributed as
of December 31, 2000.
In connection with the formation of Wellsford/Whitehall, the Company issued
warrants (the "Whitehall Warrants") to Whitehall to purchase 2,066,115 shares of
the Company's common stock at an exercise price of $24.20 per share, exercisable
until August 28, 2002 and payable in cash or membership units in
Wellsford/Whitehall. As part of the new capital commitment from Whitehall in
1999, the Company issued additional warrants to purchase an additional 61,984
shares of the Company's common stock at an exercise price of $24.20 per share,
exercisable until May 28, 2004 and payable in cash or membership units of
Wellsford/Whitehall. Pursuant to the Amendments, all 2,128,099 Whitehall
Warrants were returned and cancelled. In addition, Whitehall's right to convert
$25,000,000 of membership units in Wellsford/Whitehall for shares of the
Company's common stock, or cash at the Company's election, was terminated.
As a condition to the formation of Wellsford/Whitehall in 1997, the Company had
agreed with Whitehall to conduct its business and activities relating to office
properties (but not other types of commercial properties) located in North
America solely through its interest in Wellsford/Whitehall. Whitehall has agreed
to waive this condition in connection with the Amendments.
DEBT AND EQUITY ACTIVITIES - WELLSFORD CAPITAL
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The Company, through the Wellsford Capital SBU, makes loans that constitute, or
will invest in, real estate related senior, junior or otherwise subordinated
debt instruments, which may be unsecured or secured by liens on real estate,
interests therein or the economic benefits thereof, and which have the potential
for high yields or returns more characteristic of equity ownership. These
investments may include debt that is acquired at a discount, mezzanine
financing, commercial mortgage-backed securities, secured and unsecured lines of
credit, distressed loans, tax exempt bonds secured by real estate and loans
previously made by foreign and other financial institutions. The Company
believes that there are opportunities to acquire real estate debt, especially in
the low or below investment grade tranches, at significant returns as a result
of inefficiencies in pricing, while utilizing management's real estate expertise
to analyze the underlying properties and thereby effectively minimizing risk.
At December 31, 2000, the Company had the following investments: (i)
approximately $37,824,000 of direct debt investments which bore interest at an
average yield of 11.45% during 2000 and had an average remaining term to
maturity of approximately five years; (ii) approximately $31,298,000 in
companies which were organized to invest in debt instruments, including Second
Holding Company, LLC (formerly Belford Capital Holdings, LLC) ("Second
Holding"); and (iii) approximately $6,851,000 in a real estate e-commerce
company and other real estate related ventures. Following is information
regarding these investments.
7
DEBT INVESTMENTS
277 PARK LOAN
In April 1997, the Company and Fleet National Bank originated an $80,000,000
loan (the "277 Park Loan") to entities which own substantially all of the equity
interests (the "Equity Interests") in the entity which owns a 1,750,000 square
foot office building located in New York City (the "277 Park Property"). The
Company has advanced $25,000,000 pursuant to the 277 Park Loan. The 277 Park
Loan is secured primarily by a pledge of the Equity Interests owned by the
borrowers. The 277 Park Loan is subordinated to a 10-year $345,000,000
(unamortized balance of $327,004,000 at December 31, 2000) first mortgage loan
(the "REMIC Loan") on the 277 Park Property.
The 277 Park Loan bears interest at the rate of 12.00% per annum for the first
nine years of its term and at a floating rate during the tenth year equal to
LIBOR + 5.15% per annum or the Fleet National Bank base rate plus 5.15% per
annum, as elected by the borrowers. The principal amount of the 277 Park Loan
and all accrued interest will be payable in May 2007; the REMIC Loan is also due
in May 2007. The Company earned approximately $3,050,000, $3,042,000 and
$3,042,000 per year of interest income from the 277 Park Loan during 2000, 1999
and 1998, respectively, or 12.2%, 10.1% and11.7% of its total non-joint venture
revenues during such periods.
PATRIOT LOAN
In September 1999, the Company and Fleet National Bank originated a $10,000,000
second mortgage loan. Pursuant to this second mortgage loan, the Company
advanced $5,000,000 (its 50% share) which is subordinate to a $75,000,000 first
mortgage with Fleet National Bank (unamortized balance of $73,668,000 at
December 31, 2000). The loan bears interest at LIBOR + 4.75% per annum with
payments of interest only through August 2001 and principal and interest based
on a 25-year amortization through the loan's maturity in July 2002 (the "Patriot
Loan"). The Patriot Loan is secured by a second mortgage lien on a 608,000
square foot mixed-use property in Boston, Massachusetts. The Company earned
approximately $564,000 and $189,000 of interest income from the Patriot Loan
during 2000 and 1999, respectively, or 2.3% and 0.6% of its total non-joint
venture revenues during such periods.
THE ABBEY COMPANY CREDIT FACILITY
In August 1997, the Company and Morgan Guaranty Trust Company of New York
("MGT") originated a $70,000,000 credit facility secured by first mortgages (the
"Abbey Credit Facility") to affiliates of The Abbey Company, Inc. ("Abbey"). In
May 1998, the Company and MGT expanded the Abbey Credit Facility to
$120,000,000. In December 1998, Abbey repaid $20,000,000, thereby reducing the
total available balance to $100,000,000. In September 1999, an additional
$83,500,000 was repaid, thereby reducing the total available balance to
$16,500,000. Advances under the facility were made for up to 65% of the value of
the borrowing base collateral which consisted of first mortgage loans on three
properties (one each of office, industrial and retail), all cross
collateralized, totaling approximately 250,000 square feet. The Company's
portion of the outstanding balance was approximately $4,300,000 at December 31,
1999. In August 2000, the remaining balance was repaid and the facility was
terminated.
The Company was entitled to interest on its advances under the Abbey Credit
Facility at LIBOR + 4.00% per annum. The Company earned approximately $295,000,
$2,941,000 and $3,920,000 of interest income from the Abbey Credit Facility
during 2000, 1999 and 1998, respectively, or 1.2%, 9.8% and 15.1% of its total
non-joint venture revenues during such periods.
8
SAFEGUARD CREDIT FACILITY
In December 1998, the Company and MGT originated a $90,000,000 credit facility
secured by cross-collateralized first mortgages on nine properties (the
"Safeguard Credit Facility") to Safeguard Capital Fund, L.P. ("Safeguard"). The
Safeguard Credit Facility which was made available to Safeguard until April 2001
was terminated on January 30, 2001 when the outstanding balance of $2,900,000
was repaid. Advances under the facility were made for up to 75% of the value of
the borrowing base collateral which consists of nine self-storage properties
totaling approximately 608,000 square feet. The Company was entitled to interest
on its advances under the Safeguard Credit Facility at LIBOR + 4.00% per annum.
Approximately $5,900,000 had been advanced by the Company under the Safeguard
Credit Facility at December 31, 1998, with additional advances made of
approximately $2,200,000 through March 1999, at which time, the loan with a
balance of $8,100,000 was contributed to the Company's joint venture investment,
Second Holding. This venture also assumed the first $25,000,000 of the Company's
commitment to fund additional advances under the Safeguard Credit Facility
(including amounts advanced through December 31, 1999). The Company retained the
remaining $20,000,000 commitment, of which $2,900,000 was advanced to Safeguard
in September 1999 and was outstanding at December 31, 2000 and 1999,
respectively. The Company earned approximately $306,000, $292,000 and $46,000 of
interest income from the Safeguard Credit Facility during 2000, 1999 and 1998,
respectively, or 1.2%, 1.0% and 0.2% of its total non-joint venture revenues
during such periods.
DEBARTOLO LOAN
In July 1998, the Company, Bank One, N.A. and several other financial
institutions originated a $175,000,000 loan, in which the Company had an
$18,000,000 participation (the "DeBartolo Loan"), to entities owned by Simon
DeBartolo Group, L.P. The DeBartolo Loan is secured by partnership units in
Simon DeBartolo Group, L.P., the operating partnership of a real estate
investment trust which owns shopping malls nationwide. The DeBartolo Loan bears
interest at 8.547% per annum, is payable quarterly, pays principal based on a
20-year amortization schedule and is due in July 2008. In March 1999, the
amortized loan balance of approximately $17,600,000 was contributed to Second
Holding. The Company earned approximately $360,000 and $716,000 of interest
income from the DeBartolo Loan during 1999 and 1998, respectively, or 1.2% and
2.8% of its total non-joint venture revenues during such periods.
WOODLANDS LOAN
In December 1997, the Company, Fleet National Bank, Morgan Stanley Senior
Funding, Inc. and certain other lenders made available to the owners and
developers of a 25,000 acre master-planned residential community located north
of Houston (the "Woodlands Property"), loans in the aggregate principal amount
of $369,000,000 (the "Woodlands Loan"). The Woodlands Loan consisted of a
revolving credit loan in the principal amount of $179,000,000 (the "Revolving
Loan"), a secured term loan in the principal amount of $130,000,000 (the
"Secured Loan"), and a second secured term loan in the principal amount of
$60,000,000 (the "Second Secured Loan"). The Company advanced $15,000,000
pursuant to the Second Secured Loan. The Second Secured Loan was subordinate to
the Revolving Loan and the Secured Loan and bore interest equal to LIBOR + 4.40%
per annum. The principal amount of the Woodlands Second Secured Loan was repaid
in full prior to December 31, 1999. The Company earned approximately $1,295,000
and $1,517,000 of interest income from the Woodlands Second Secured Loan during
1999 and 1998, respectively, or 4.3% and 5.8% of its total non-joint venture
revenues during such periods.
REIT BRIDGE LOAN
In August 1998, the Company, Deutsche Bank, N.A. and certain other lenders
originated a $100,000,000 unsecured loan in which the Company had a $15,000,000
participation (the "REIT Bridge Loan") to a publicly traded real estate
investment trust which owned 22 regional malls, eight multifamily apartment
properties and
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five office properties nationwide. This loan bore interest at 9.875% per annum
and was due in February 1999, with two three-month extensions available to the
borrower. In January 1999, the REIT Bridge Loan was modified to extend the
maturity date to August 1999 and increased the interest rate to 12.00% per
annum. The borrower paid a 1.50% loan fee at origination and a 1.00% loan fee
upon modification. This loan was repaid in full in July 1999. The Company earned
approximately $1,050,000 and $749,000 of interest income from the REIT Bridge
Loan during 1999 and 1998, respectively, or 3.5% and 2.9% of its total non-joint
venture revenues during such periods.
BROOMFIELD LOAN
In January 1999, the Company acquired a parcel of land in Broomfield, Colorado
for approximately $7,200,000 pursuant to an outstanding standby commitment
issued in 1998. In connection with this transaction, the Company collected
approximately $401,000 of fees in 1998. In July 1999, the Company sold this land
for $7,200,000 to a third party ("Buyer") and simultaneously collected an
additional $1,100,000 in fees. The Company then purchased $11,740,000 of
tax-exempt notes, bearing interest at 6.25% per annum and due in December 1999.
These notes were issued by a quasi-governmental agency partially controlled by
the Buyer and were guaranteed by a AA rated bank. The notes were repaid in full
in December 1999. The Company earned approximately $1,555,000 and $401,000 on
the Broomfield transaction during 1999 and 1998, respectively, or 5.2% and 1.5%
of its total non-joint venture revenues during such periods.
SECOND HOLDING
The Company contributed approximately $24,200,000 and $4,900,000 in 1999 and
1998, respectively, to a 51% owned joint venture special purpose finance company
("SPFC"), Second Holding, with The Liberty Hampshire Company, L.L.C. ("Liberty
Hampshire") owning 10% and another entity owning the remaining 39%. The 1999
contribution was comprised of two of the Company's debt investments, the
$17,600,000 DeBartolo Loan and the $8,100,000 outstanding balance of the
Safeguard Credit Facility, net of $1,500,000 of cash received back from Second
Holding. The other partners contributed their respective shares of their capital
contributions in cash.
The Company's investment in Second Holding, which is accounted for on the equity
method, was approximately $27,868,000 and $30,932,000 at December 31, 2000 and
1999, respectively.
Second Holding has been organized to purchase investment and non-investment
grade rated real estate debt. In September 2000 an affiliate of Second Holding
privately placed a ten-year $150,000,000 junior subordinated bond issue. The
bonds were issued at an effective annual interest rate of LIBOR + 0.90%. By
December 31, 2000, $100,000,000 of medium term notes were issued at an effective
annual interest rate of LIBOR + 0.06%.
By December 31, 2000, Second Holding invested $190,000,000 in a variety of
collateralized debt obligations and commercial mortgage backed securities which
earn interest at a weighted average interest rate of LIBOR + 0.55% per annum.
Through February 28, 2001, Second Holding purchased an additional $35,000,000 of
securities which earn interest at a weighted average interest rate of LIBOR +
0.52%. The aggregate investments of $225,000,000 have a weighted average life of
approximately 7.1 years. Of the $225,000,000 purchased, $185,000,000 has a AAA
rating with the remainder having a AA- or better.
LIBERTY HAMPSHIRE
In July and August 1998, the Company invested a total of approximately
$2,100,000 for an approximate 4.20% equity interest in Liberty Hampshire, which
structures, establishes and provides management and services for SPFCs formed to
invest in financial assets. In December 2000, the Company sold this interest to
the majority owner of Liberty Hampshire for $5,160,000 and recorded a gain of
approximately $2,500,000. The Company received $1,032,000 of cash and a note for
the remaining balance of $4,128,000 which bears interest at 8.25% per annum, is
due in December 2005 and has scheduled annual principal and interest payments
(the "Guggenheim Loan").
10
VENTURE CAPITAL INVESTMENTS
At December 31, 2000, the Company had venture capital investments of $6,851,000
in a real estate e-commerce company and other real estate-related ventures.
Following is information regarding these investments.
REIS REPORTS, INC.
The Company has direct and indirect investments in a real estate market research
internet company, Reis Reports, Inc. ("Reis"), a leading provider of real estate
market information to institutional investors. At December 31, 2000, the
Company's aggregate investment in Reis was $6,575,000, or 22% of Reis' equity on
an as converted basis. The primary shareholder of Reis is the brother of Mr.
Lynford, Chairman of the Company. The Company's President was appointed to the
board of directors of Reis during the third quarter of 2000. The Chairman,
President and certain directors of the Company who have invested directly in
Reis have and will continue to recuse themselves from any investment decisions
made by the Company pertaining to Reis.
CREAMER VITALE WELLSFORD/CLAIRBORNE INVESTORS
In January 1998, the Company formed Creamer Vitale Wellsford, L.L.C. ("CVW") in
which it had a 49% interest and acquired the same interest in a related real
estate advisory and consulting firm. In September 2000, one of the two
principals left CVW to pursue other employment and the venture was terminated.
The Company will continue to conduct business through relationships that CVW
created.
CVW, together with Prudential Real Estate Investors ("PREI"), an affiliate of
Prudential Life Insurance Company, established the Clairborne Investors Mortgage
Investment Program ("Clairborne") to make opportunistic investments and to
provide liquidity to lenders and participants in mortgage loan transactions. The
parties agreed to contribute up to $150,000,000 to fund acquisitions approved by
the parties, of which PREI would fund 90% and a subsidiary of the Company would
fund 10%. CVW was to originate, co-invest, and manage the investments of the
program.
The Company's original investment in these entities was $1,250,000 of cash and
74,000 five-year warrants to purchase the Company's common shares at $30.35 per
share, valued at approximately $750,000 at that time. In November 1998,
Clairborne acquired an approximate $17,000,000 participation in a $56,000,000
mortgage, bearing interest at LIBOR + 1.75% per annum and due in 3.5 years, at a
significant discount to face value. The Company funded approximately $1,400,000
of the cost of this participation, which was prepaid entirely at the face amount
during 1999 by the borrower.
FORDHAM TOWER LOAN
In October 2000, the Company and PREI organized a new venture which provided an
aggregate of $34,000,000 of mezzanine financing for the construction of Fordham
Tower, a 50-story, 244 unit, luxury condominium apartment project to be built on
Chicago's near northside. The Company fully funded its share of the loan of
$3,400,000. The loan, which matures in October 2003, bears interest at a fixed
rate of 10.50% per annum with provisions for additional interest to PREI and the
Company and fees to the Company, based upon certain levels of returns on the
project and is secured by a lien on equity interests in the borrower.
11
OTHER INVESTMENTS
VALUE PROPERTY TRUST
In February 1998, the Company completed the merger with Value Property Trust
("VLP") (the "VLP Merger") for total consideration of approximately
$169,000,000, which was accounted for as a purchase. Thirteen of the twenty VLP
properties, which were under contract to an affiliate of Whitehall, were
subsequently sold for an aggregate of approximately $64,000,000. The Company
retained seven of the VLP properties with an allocated value upon purchase of
approximately $38,300,000, containing an aggregate of approximately 597,000
square feet with one property located in California and the remaining six
properties located in the northeastern United States. VLP had cash of
$60,800,000 and other net assets of $5,900,000 at the close of the transaction.
In October 1998, the Company obtained a $28,000,000 loan, which was
cross-collateralized by the seven VLP properties, bore interest at LIBOR + 2.75%
per annum and matures in October 2001.
During the fourth quarter of 2000, the Company made the strategic decision to
sell the seven VLP properties. One of the properties was sold in December 2000
and two of the properties were sold in January 2001. The Company recorded a gain
of approximately $4,943,000 on the December transaction which was offset by a
provision for impairment of $4,725,000 recorded in 2000, attributable to
expected sales proceeds being less than the respective carrying amounts on four
of the remaining six unsold VLP properties at December 31, 2000. The Company
repaid in full the $28,000,000 loan in December 2000 which was
cross-collateralized by the seven properties and expensed all of the remaining
unamortized deferred loan costs associated with the financing.
PROPERTY DEVELOPMENT AND LAND OPERATIONS - WELLSFORD DEVELOPMENT
- ----------------------------------------------------------------
The Company, through the Wellsford Development SBU, engages in selective
development activities as opportunities arise and when justified by expected
returns. The Company believes that by pursuing selective development activities,
it can achieve returns which are greater than returns which could be achieved by
acquiring stabilized properties. Certain development activities may be conducted
in joint ventures with local developers who may bear the substantial portion of
the economic risks associated with the construction, development and initial
rent-up of properties. As part of its strategy, the Company may seek to issue
tax-exempt bond financing authorized by local governmental authorities which
generally bears interest at rates substantially below rates available from
conventional financing.
PALOMINO PARK
The Company currently owns an 85.85% interest in a five phase 1,800 unit class A
multifamily development ("Palomino Park") in Highlands Ranch, a south suburb of
Denver, Colorado. Effective October 1, 2000, EQR elected not to make a capital
contribution attributable to the last three phases of Palomino Park and its
ownership interest was reduced from 20.00% to 14.15%. 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"). In June 2000, the Company obtained a
five-year AAA rated letter of credit from Commerzbank AG to provide additional
collateral for the Palomino Park Bonds. This letter of credit replaced an
expiring letter of credit. An affiliate of EQR has guaranteed Commerzbank AG's
letter of credit.
In December 1997, Phase I, the 456 unit phase known as Blue Ridge, was completed
at a cost of approximately $41,500,000. 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 matures in January 2008 and
bears interest at a fixed rate of 6.92% per annum. Principal payments are 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
acquired the Red Canyon improvements and the related construction loan was
repaid with the proceeds of a $27,000,000 permanent loan (the "Red Canyon
Mortgage")
12
secured by a first mortgage on Red Canyon. The Red Canyon Mortgage matures in
December 2008 and bears interest at a fixed rate of 6.68% per annum. Principal
payments are based on a 30-year amortization schedule.
In October 2000, Phase III, the 264 unit phase known as Silver Mesa was
substantially completed. 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 has prepared 128 units to be sold
and will begin to sell them upon receipt of appropriate approvals and will
continue to rent the remaining 136 units during the sellout period until the
initial inventory has been significantly reduced and additional units need to be
prepared for sale. In conjunction with this decision, 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. The allocable cost associated with the units being rented and the
units available for sale was approximately $22,301,000 and $21,850,000 at
December 31, 2000, respectively. In December 2000, the Company obtained a
$32,000,000 loan from KeyBank National Association (the "Silver Mesa Conversion
Loan") which bears interest at LIBOR + 2.00% per annum, is collateralized by the
unsold units, matures in December 2003 and provides for one six-month extension
at the Company's option. Approximately 90% of sales proceeds per unit goes
toward principal repayments until the loan is paid in full.
In February 2001, the Company commenced sales of units at Silver Mesa. Through
February 28, 2001, 23 units were sold for gross proceeds of approximately
$4,292,000, approximately $3,890,000 of which was used to pay down principal on
the Silver Mesa Conversion Loan.
The estimated total costs of the remaining two multifamily development phases at
Palomino Park and related infrastructure costs at completion of these phases,
including the Company's gross investment at December 31, 2000, are as follows:
ESTIMATED COMPANY'S
TOTAL CONSTRUCTION IN ESTIMATED
NAME UNITS PHASE COST PROGRESS (A) COMPLETION DATE
---- ----- ---------- ------------ ---------------
Phase IV ("Green River") ....... 424 $56,000,000 $16,420,000 Third Quarter 2002
Phase V ("Gold Peak") .......... 352 6,900,000 5,809,000 (B)
--- ----------- -----------
776 $62,900,000 $22,229,000
=== =========== ===========
- ----------
(A) Includes land and costs that the Company has funded for the development of
the phase, plus other infrastructure and overhead costs capitalized during
construction such as interest and taxes.
(B) The Company has not determined if it will construct this phase or sell the
improved land. The $6,900,000 estimated phase cost only reflects the
improved land costs.
The fourth phase of this project is being developed pursuant to a fixed-price
contract. The Company is committed to purchase 100% of the improvements upon
completion. In addition, the Company was obligated to fund the first 20% of
development costs on the phase as incurred.
SONTERRA AT WILLIAMS CENTRE ("SONTERRA")
From the time of the Spin-off, the Company held a $17,800,000 mortgage on, and
option to purchase, a 344-unit class A residential apartment complex located in
Tucson, Arizona.
In January 1998, the Company exercised its option and acquired Sonterra for
approximately $20,500,000, including satisfaction of the mortgage. In February
1998, the Company closed on $16,400,000 of first mortgage financing (the
"Sonterra Mortgage") on this property, bearing interest at 6.87% and maturing in
March 2008. Principal payments were based on a 30-year amortization schedule.
In November 2000, the Company sold the Sonterra property for $22,550,000 and
recorded a pre-income tax gain of approximately $3,500,000. The buyer assumed
the Sonterra Mortgage, which had an unamortized balance of approximately
$15,971,000, and paid the balance of the purchase price in cash.
13
SEGMENT FINANCIAL INFORMATION
See Note 13 to the Company's consolidated financial statements for additional
information regarding the Company's industry segments.
FUTURE INVESTMENTS
The Company may in the future make equity investments in entities owned and/or
operated by unaffiliated parties which engage in real estate-related businesses
and activities or businesses that service the real estate industry. Some of the
entities in which the Company may invest may be start-up companies or companies
in need of additional capital. The Company may also manage and lease properties
owned by it or in which it has an equity or debt investment.
14
ITEM 2. PROPERTIES.
The following property information is presented by SBU.
WELLSFORD/WHITEHALL
As of December 31, 2000, Wellsford/Whitehall owned and operated 40 office
properties, totaling approximately 4,953,000 square feet. The following table
sets forth certain information related to these properties at December 31, 2000
(excluding assets transferred to the New Venture, pursuant to the Amendments):
LEASABLE
BUILDING YEAR NUMBER
SQUARE CONSTRUCTED/ OF
PROPERTY TYPE LOCATION FEET REHABILITATED TENANTS OCCUPANCY
-------- ---- -------- ---- ------------- ------- ---------
OPERATING PROPERTIES
Greenbrook Corporate Center .. Office Fairfield, NJ 201,000 1987 15 97.7%
1800 Valley Road ............. Office Wayne, NJ 56,000 1980 (D) (D)
Chatham Executive Center...... Office Chatham, NJ 63,000 1972/1997 7 100.0%
300 Atrium Drive ............. Office Somerset, NJ 150,000 1983 5 93.1%
400 Atrium Drive ............. Office Somerset, NJ 355,000 1985 14 99.1%
500 Atrium Drive ............. Office Somerset, NJ 169,000 1984 4 94.8%
700 Atrium Drive ............. Office Somerset, NJ 181,000 1985 1 100.0%
Mountain Heights Center #1 ... Office Berkeley Hts, NJ 183,000 1968/1986/1998 15 99.7%
Garden State Exhibit Center .. Flex Somerset, NJ 82,000 1968/1989 N/A N/A
150 Wells Avenue ............. Office Newton, MA 11,000 1987 1 100.0%
72 River Park ................ Office Needham, MA 22,000 1983 5 100.0%
70 Wells Avenue .............. Office Newton, MA 29,000 1979 2 100.0%
160 Wells Avenue ............. Office Newton, MA 19,000 1970/1997 1 100.0%
2331 Congress Street ......... Office Portland, ME 24,000 1980 2 78.2%
60/74 Turner Street .......... Office/Land Waltham, MA 16,000 1970 1 100.0%
100 Wells Avenue ............. Office Newton, MA 21,000 1978 0 0.00%
333 Elm Street ............... Office Dedham, MA 48,000 1983 8 100.0%
Dedham Place ................. Office Dedham, MA 160,000 1987 10 13.6%
BASE ESCALATED MARKET
RENT PER RENT PER RENT PER
PRINCIPAL LEASE SQUARE SQUARE SQUARE
PROPERTY TENANTS EXPIRATION FOOT FOOT FOOT* ENCUMBRANCES
-------- ------- ---------- ---- ---- ----- ------------
OPERATING PROPERTIES
Greenbrook Corporate Center . Information Resources December 2003 $ 20.80 $ 23.31 $ 23.00 (A)
1800 Valley Road ............ (D) (D) (D) (D) 21.25 (A)
Chatham Executive Center..... Quadrant July 2009 26.87 29,47 29.50 (A)
300 Atrium Drive ............ AT&T March 2004 18.22 21.12 23.00 (A)
400 Atrium Drive ............ Merrill Lynch December 2001 & 2003 18.49 21.23 23.50 (A)
500 Atrium Drive ............ AT&T December 2003 20.01 23.77 23.00 (A)
700 Atrium Drive ............ Merck June 2005 16.25 19.50 23.00 (A)
Mountain Heights Center #1 .. The Santa Cruz September 2006 22.73 24.70 28.00 (A)
Garden State Exhibit Center . N/A N/A 28.47 -- -- (A)
150 Wells Avenue ............ Linx Communications September 2001 19.50 22.01 25.25 (A)
72 River Park ............... JH Albert, Ins. November 2004 21.84 22.52 25.25 (A)
70 Wells Avenue ............. Renaissance Worldwide, Inc. November 2002 22.39 23.04 25.25 (A)
160 Wells Avenue ............ New England Cable December 2013 22.59 23.37 25.25 (A)
2331 Congress Street ........ Clark Associates April 2002 13.33 14.65 15.50 (A)
60/74 Turner Street ......... Brandeis University June 2002 8.00 8.00 10.00 (A)
100 Wells Avenue ............ N/A N/A -- -- 25.25 (A)
333 Elm Street .............. Lojack May 2001 23.56 25.00 28.00 (A)(B)
Dedham Place ................ AZC Advisory Group January 2001 18.11 22.84 31.50 (A)(B)
15
LEASABLE
BUILDING YEAR NUMBER
SQUARE CONSTRUCTED/ OF
PROPERTY TYPE LOCATION FEET REHABILITATED TENANTS OCCUPANCY
-------- ---- -------- ---- ------------- ------- ---------
128 Technology Center ...... Office Waltham, MA 218,000 1986 2 100.0%
201 University Avenue ....... Office Westwood, MA 82,000 1982 1 100.0%
7/57 Wells Avenue ........... Office Newton, MA 88,000 1982 16 90.7%
75/85/95 Wells Avenue ....... Office Newton, MA 242,000 1976/1986 13 99.9%
Shattuck Office Center ...... Office Andover, MA 63,000 1985 14 94.9%
180/188 Mt Airy Road ........ Office Basking Ridge, NJ 104,000 1980 16 98.9%
377/379 Campus Drive ........ Office Franklin Twp, NJ 199,000 1984 2 100.0%
105 Challenger Road ......... Office Ridgefield Park, NJ 147,000 1992 4 100.0%
150 Mt. Bethel Road ......... Office/Flex Warren, NJ 129,000 1981 9 81.5%
One Mall North .............. Office Columbia, MD 97,000 1978/1998 34 73.7%
McDonough Crossroads ........ Office Owings Mills, MD 32,000 1988 3 46.2%
Oakland Ridge ............... Flex Columbia, MD 144,000 1972 7 23.9%
Airport Park ................ Office Hanover Twp, NJ 96,000 1979 23 91.2%
--------- --- ----
SUBTOTAL--OPERATING PROPERTIES 3,431,000 235 86.9%
--------- --- ----
PROPERTIES UNDER RENOVATION
Pointview Corporate Center .. Office Wayne, NJ 564,000 1976/1998 (E) --
Morris Technology Center .... Office Parsippany, NJ 257,000 1963/1977/2000 (F) (F)
Mountain Heights Center #2 .. Office Berkeley Hts, NJ 123,000 1968/1998/2000 1 100.0%
117 Kendrick Street ......... Office Needham, MA 210,000 1963/2000 3 94.6%
600 Atrium Drive ............ Land Somerset, NJ N/A N/A (H) --
Airport Park ................ Land Hanover Twp, NJ N/A N/A (H) --
401 North Washington (G) .... Office Rockville, MD 236,000 1972 1 26.2%
79 Milk Street .............. Office Boston, MA 64,000 1920/1998 13 49.8%
24 Federal Street ........... Office Boston, MA 68,000 1921/1997 9 29.7%
--------- --- ----
SUBTOTAL--PROPERTIES UNDER RENOVATION 1,522,000 27 28.6%
--------- --- ----
2000 TOTAL/AVERAGE 4,953,000 262 86.9%
========= === ====
(I)
BASE ESCALATED MARKET
RENT PER RENT PER RENT PER
PRINCIPAL LEASE SQUARE SQUARE SQUARE
PROPERTY TENANTS EXPIRATION FOOT FOOT FOOT* ENCUMBRANCES
-------- ------- ---------- ---- ---- ----- ------------
128 Technology Center ...... Parametric Technology June 2001 22.10 25.69 42.00 (A)(B)
201 University Avenue ....... RCN Corp. December 2009 15.00 17.26 18.00 (A)(B)
7/57 Wells Avenue ........... GEO Centers November 2004 25.75 25.89 34.00 (A)(B)
75/85/95 Wells Avenue ....... Marcam April 2005 27.90 28.61 34.00 (A)(B)
Shattuck Office Center ...... Codman Research Group March 2005 20.08 22.09 28.00 (A)
180/188 Mt Airy Road ........ Lucent Technology October 2004 21.74 23.79 28.00 (A)
377/379 Campus Drive ........ AT&T August 2003 11.34 11.34 13.50 (A)
105 Challenger Road ......... Samsung America, Inc. December 2003 26.79 30.07 28.50 (A)
150 Mt. Bethel Road ......... TMS Mortgage June 2003 9.30 12.19 16.00 (C)
One Mall North .............. GSA November 2005 22.37 23.29 26.00 (A)(C)
McDonough Crossroads ........ Kiddie Academy February 2006 15.51 17.46 19.05 (C)
Oakland Ridge ............... Romay Corp. July 2001 10.48 13.12 10.50 (C)
Airport Park ................ Gemini Consulting January 2006 20.01 23.68 28.00 (C)
--------- --------- ---------
SUBTOTAL--OPERATING PROPERTIES 21.40 22.65 27.72
--------- --------- ---------
PROPERTIES UNDER RENOVATION
Pointview Corporate Center .. -- -- -- -- 16.50 (A)
Morris Technology Center .... (F) (F) (F) (F) 22.50 (A)
Mountain Heights Center #2 .. Compaq August 2010 30.04 31.67 29.50 (A)
117 Kendrick Street ......... March First Inc. December 2010 29.70 30.41 32.80 (A)
600 Atrium Drive ............ -- -- -- -- -- (A)
Airport Park ................ -- -- -- -- -- (C)
401 North Washington (G) .... GE Information Services April 2004 6.74 9.50 27.00 (C)
79 Milk Street .............. J.M. Forbes January 2002 30.34 33.69 44.00 (C)
24 Federal Street ........... American Express December 2006 -- -- 44.00 (C)
--------- --------- ---------
SUBTOTAL--PROPERTIES UNDER RENOVATION N/A N/A N/A
--------- --------- ---------
2000 TOTAL/AVERAGE $ 21.40 $ 22.65 $ 27.72
========= ========= =========
(I) (I)
- ----------
(A) Encumbered by the Wellsford/Whitehall Bank Facility.
(B) Encumbered by the Nomura Mortgage.
(C) Encumbered by other mortgages.
(D) Lease with Boron Lepore commenced February 2, 2001 for 100% of the leasable
building square feet with a triple net rent of $21.25 per square foot.
Lease expires January 2011.
(E) Building under renovation.
(F) Lease with New York Life will commence in May 2001 for 100% of leasable
building square feet with an average base rent of $28.76 per square foot
over the term of the lease. Lease expires April 2016.
(G) Lease with ADP will commence in April 2001 for approximately 73,000 square
feet (approximately 31% of leasable building square feet) at a base rent of
$27.00 per square foot. Lease expires March 2005.
(H) Land is held for development.
(I) Properties under renovation not included in 2000 Total/Average.
* Company's internal judgment as to specific property market rent per square
foot as of December 31, 2000.
16
The following table sets forth historical Wellsford/Whitehall portfolio
information by year:
SQUARE FEET OF OCCUPANCY
TOTAL BUILDING OPERATING OF OPERATING
DECEMBER 31, SQUARE FEET PROPERTIES PROPERTIES
------------ ----------- ---------- ----------
2000............. 4,953,000 3,431,000 87%
1999............. 4,920,000 3,469,000 92%
1998............. 4,605,000 3,219,000 92%
1997............. 2,412,000 1,330,000 89%
The average lease term of the tenants' leases is approximately 6.7 years. Leases
typically provide for step-ups in base rent periodically over the term of a
lease and pass throughs to tenants of their pro rata share of increases in
certain expenses (real estate taxes and operating expenses) over a base year.
Leases may also provide for improvement allowances for all or a portion of the
tenant's initial construction of its premises. The following table sets forth as
of December 31, 2000 lease expirations for each of the next ten years, assuming
tenants do not exercise any renewal options:
LEASABLE ANNUAL BASE RENT OF EXPIRING LEASES
NUMBER OF SQUARE FEET PERCENTAGE OF -----------------------------------
EXPIRING OF EXPIRING TOTAL LEASED PER SQUARE
YEAR LEASES LEASES SQUARE FEET TOTAL FOOT
---- ------ ------ ----------- ----- ----
2001......... 74 782,000 20% $ 14,962,000 $ 19.41
2002......... 32 194,000 5% 3,939,000 20.28
2003......... 50 835,000 24% 15,920,000 19.06
2004......... 19 295,000 8% 5,926,000 20.09
2005......... 29 468,000 12% 10,543,000 22.52
2006......... 26 390,000 10% 10,439,000 26.79
2007......... 16 166,000 4% 3,940,000 23.67
2008......... 5 32,000 1% 990,000 30.48
2009......... 6 153,000 4% 3,712,000 24.24
2010......... 3 252,000 6% 7,609,000 30.23
No tenant in the Wellsford/Whitehall portfolio accounted for more than 11% and
7% of rental revenues for the years ended December 31, 2000 and 1999,
respectively.
17
WELLSFORD CAPITAL
Wellsford Capital owned the following commercial properties at December 31,
2000:
LEASABLE
BUILDING YEAR NUMBER
SQUARE CONSTRUCTED/ OF PRINCIPAL
PROPERTY* TYPE LOCATION FEET REHABILITATED TENANTS OCCUPANCY TENANTS
--------- ---- -------- ---- ------------- ------- --------- -------
Hoes Lane*** Office Piscataway, NJ 37,632 1987 10 98% A
Bradford Plaza*** Retail West Chester, PA 123,885 1990 17 88% B
Chestnut Street Office Philadelphia, PA 50,053 1857/1990 8 94% C
Keewaydin Drive Industrial Salem, NH 125,230 1973 4 57% D
Turnpike Street Industrial Canton, MA 43,160 1980 1 53% E
Two Executive Office Cherry Hill, NJ 102,310 1970 13 70% F
------- -- --
2000 TOTAL/AVERAGE 482,270 53 74%
======= == ==
1999 TOTAL/AVERAGE 596,645 74 76%
======= == ==
1998 TOTAL/AVERAGE 596,645 80%
======= ==
ESCALATED MARKET RENT
LEASE BASE RENT PER RENT PER PER
PROPERTY* EXPIRATION SQUARE FOOT SQUARE FOOT SQUARE FOOT**
--------- ---------- ----------- ----------- -------------
Hoes Lane*** March 2004 $ 14.64 $ 15.26 $ 17.00
Bradford Plaza*** June 2011 9.70 11.26 12.50
Chestnut Street December 2001 13.53 15.54 14.50
Keewaydin Drive January 2004 6.19 7.92 6.50
Turnpike Street January 2001 9.20 13.78 10.25
Two Executive March 2007 12.24 12.50 14.00
--------- --------- -----------
2000 TOTAL/AVERAGE $ 10.49 $ 11.98 $ 12.19
========= ========= ===========
1999 TOTAL/AVERAGE $ 10.70 $ 13.40
========= =========
1998 TOTAL/AVERAGE $ 9.51 $ 11.33
========= =========
- ----------
Legend: Principal Tenants
A..... Innovex-DAS, Inc. (13,645 square feet)
B..... Fleming Foods and CVS (42,616 square feet)
C..... Kittredge Donley (14,449 square feet)
D..... New Hampshire College (27,555 square feet)
E..... Techmar Communications (22,918 square feet)
F..... Computer Learning Center (20,983 square feet)
* The $28,000,000 mortgage which was cross-collateralized by the seven VLP
properties was repaid by the Company in December 2000.
** Company's internal judgment as to specific property market rent per square
foot as of December 31, 2000.
*** Property sold in January 2001.
18
No tenant in the Wellsford Capital portfolio accounts for more than 2.3% and
6.8% of rental revenues for the years ended December 31, 2000 and 1999,
respectively.
WELLSFORD DEVELOPMENT
The Company owned the following multifamily properties at December 31, 2000:
AVERAGE RENT
PROPERTY LOCATION UNITS YEAR CONSTRUCTED OCCUPANCY PER UNIT ENCUMBRANCE
-------- -------- ----- ---------------- --------- -------- -----------
Blue Ridge ................ Denver, CO 456 1997 93% $ 1,079 $33,354,235
Red Canyon ................ Denver, CO 304 1998 97% 1,228 26,369,736
Silver Mesa (A) ........... Denver, CO 136 2000 79% 1,782 32,000,000
----- -- ----------- -----------
2000 TOTAL/AVERAGE 896 93% $ 1,224 $91,723,971
===== == =========== ===========
1999 TOTAL/AVERAGE 1,104 89% $ 1,001 $76,559,929
===== == =========== ===========
1998 TOTAL/AVERAGE 1,104 92% $ 984 $77,421,790
===== == =========== ===========
- ----------
(A) The Silver Mesa phase information excludes the 128 units which are
available for sale. The occupancy and average rent per unit reflects the
status of only the 136 rental units. The $32,000,000 encumbrance is on the
entire 264 unit phase. As individual units are sold, they are released from
the Silver Mesa Conversion Loan collateral.
The average lease term of the tenants' leases range from six to fourteen months.
Security deposits are generally required for all leases.
There are two additional phases of Palomino Park which, if both constructed,
will include an additional 776 units. Development of the fourth phase, Green
River, has begun and will include 424 units to be completed in the third quarter
of 2002. Estimated total construction costs for this phase is approximately
$56,000,000. The land for the 352 unit fifth phase, Gold Peak, is being prepared
for sale or possible future development. The estimated total cost of the
improved land and allocated infrastructure is $6,900,000.
ITEM 3. LEGAL PROCEEDINGS.
Neither the Company nor Wellsford/Whitehall are presently defendants in any
material litigation nor, to the Company's knowledge, is any material litigation
threatened against the Company or its other equity investments. However, the
Company is a party to routine litigation arising in the ordinary course of
business, which is expected to be covered by liability insurance.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
Not applicable.
19
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
MARKET INFORMATION
- ------------------
The Company's common shares are traded on the American Stock Exchange under the
symbol "WRP". The high and low sales prices for the common shares on the
American Stock Exchange and the dividends declared for the years ended December
31, 2000 and 1999 are as follows:
COMMON SHARES
---------------------------------
2000 HIGH LOW DIVIDENDS
---- ---- --- ---------
1st Quarter $ 18.13 $ 15.00 None
2nd Quarter $ 18.13 $ 15.13 None
3rd Quarter $ 19.75 $ 15.75 None
4th Quarter $ 19.63 $ 15.31 None
COMMON SHARES
---------------------------------
1999 HIGH LOW DIVIDENDS
---- ---- --- ---------
1st Quarter $ 21.00 $ 17.00 None
2nd Quarter $ 24.50 $ 15.75 None
3rd Quarter $ 21.50 $ 15.50 None
4th Quarter $ 18.75 $ 15.25 None
HOLDERS
- -------
The approximate number of holders of record of the common shares and class A-1
common shares (collectively, "Common Shares" or " Common Stock") were 3,900 and
1, respectively, as of December 31, 2000.
DIVIDENDS
- ---------
The Company did not declare or distribute any dividends during 2000, 1999 or
1998. The Company does not plan to distribute dividends for the foreseeable
future, which will permit it to accumulate, for reinvestment, cash flow from
investments, disposition of investments and other business activities.
20
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.
The following table sets forth selected consolidated financial data for the
Company and should be read in conjunction with the consolidated financial
statements included elsewhere in this Form 10-K.
Prior to the Company's 1997 investments, the Company's operations consisted of
earning interest income on the Sonterra Mortgage (originated in July 1996) and
the initial phase of construction development activity with respect to Palomino
Park.
SUMMARY CONSOLIDATED STATEMENT OF
OPERATIONS DATA FOR THE YEARS ENDED DECEMBER 31,
--------------- --------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues ................................ $ 25,024 $ 30,170 $ 26,016 $ 9,070 $ 757
Expenses ................................ (25,581) (28,926) (17,306) (3,819) --
Income from joint ventures .............. 3,247 9,622 3,523 15 --
Gain on sale of assets, net of impairment
provision of $4,725,000 in 2000 ..... 6,135 -- 139 -- --
Minority interest ....................... (66) (55) (78) -- --
-------- -------- -------- -------- --------
Income before taxes and Convertible
Trust Preferred Securities ........... 8,759 10,811 12,294 5,266 757
Income tax expense ...................... (1,430) (1,950) (2,850) (2,213) --
Convertible Trust Preferred Securities
distributions, net of tax benefit .... (861) -- -- -- --
-------- -------- -------- -------- --------
Net income .............................. $ 6,468 $ 8,861 $ 9,444 $ 3,053 $ 757
======== ======== ======== ======== ========
Net income per common share, basic ...... $ 0.76 $ 0.86 $ 0.95 $ 0.36 $ 0.09
======== ======== ======== ======== ========
Net income per common share, diluted .... $ 0.76 $ 0.86 $ 0.93 $ 0.35 $ 0.09
======== ======== ======== ======== ========
Cash dividends declared per common
share ................................ $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
Weighted average number of common
shares outstanding, basic ............ 8,508 10,321 9,943 8,461 8,456
======== ======== ======== ======== ========
Weighted average number of common
shares outstanding, diluted .......... 8,516 10,329 10,190 8,674 8,456
======== ======== ======== ======== ========
SUMMARY CONSOLIDATED BALANCE
SHEET DATA DECEMBER 31,
---------- ------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(IN THOUSANDS)
Real estate, at cost ................. $ 159,031 $ 159,582 $ 150,322 $ 58,741 $ --
Accumulated depreciation ............. (8,248) (6,584) (2,707) -- --
Notes receivable ..................... 37,824 37,260 124,706 105,632 17,800
Investment in joint ventures ......... 120,969 114,390 80,776 44,780 --
Total assets ......................... 375,770 366,331 384,971 249,974 44,760
Mortgage notes payable ............... 104,404 119,315 120,177 49,255 14,755
Credit facility ...................... 12,000 -- 17,000 7,500 --
Convertible Trust Preferred Securities 25,000 -- -- -- --
Shareholders' equity ................. 215,982 229,691 231,625 181,158 30,005
The earnings per share amounts conform with Statement of Financial Accounting
Standards No. 128 "Earnings Per Share". For further discussion of earnings per
share and the impact of Statement No. 128, see the notes to the consolidated
financial statements.
21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW
- --------
The following discussion should be read in conjunction with the "Selected
Consolidated Financial Data" and the Company's Consolidated Financial Statements
and Notes thereto appearing elsewhere in this Form 10-K.
RESULTS OF OPERATIONS
- ---------------------
The accompanying consolidated financial statements 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. Such financial statements have been prepared using the historical basis
of the assets and liabilities and the historical results of operations related
to the Company's assets and liabilities.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 2000 TO THE YEAR ENDED DECEMBER 31,
1999
Rental income increased by $807,000. This increase is primarily due to three
months of operations during 2000 for the Silver Mesa rental phase which was put
into service on October 1, 2000 ($592,000) and increased rental revenues on the
VLP properties ($552,000), partially offset by a reduction in the rental income
on the Sonterra property from 10.5 months of income in the current year as it
was sold in November 2000 ($224,000).
Interest income decreased by $6,039,000. This decrease is primarily the result
of decreased lending activity by the Wellsford Capital SBU starting in the
second half of 1999 and continuing in 2000 with loans being repaid in part or in
full during 1999 and 2000 ($7,063,000) and decreased interest income from
investments contributed to Second Holding in 1999 ($653,000), partially offset
by new investments in 2000 and investments held for a longer period during 2000
than in 1999 ($1,384,000) and increased income on cash and cash equivalents from
higher interest rates and greater outstanding balances ($229,000).
Property operating and maintenance expense increased by $323,000. This increase
is primarily due to three months of operations for an asset put into service
during 2000 (Silver Mesa) plus an increase in Denver office overhead costs
directly charged to operations in 2000.
Real estate taxes increased by $64,000. This increase is primarily due to three
months of operations for an asset put into service during 2000 (Silver Mesa) and
an increase in taxes at certain properties during 2000.
Depreciation and amortization decreased by $1,187,000. This decrease is due to
(i) the write-down of the CVW asset by $912,000 to its then estimated fair value
in 1999, (ii) increased amortization during 1999 associated with the Company's
deferred financing costs of $680,000 and (iii) 10.5 months of depreciation on
the Sonterra property, which was sold, of $76,000, partially offset by
additional depreciation on the VLP properties of $225,000, increased
amortization of $145,000 attributable to one of the two principals leaving CVW
to pursue other employment and the subsequent wind-down of the venture in 2000,
and three months of depreciation on an asset put into service during 2000
(Silver Mesa) of $173,000.
Property Management expense increased $125,000. This increase is primarily due
to three months of operations for an asset put in service during 2000 (Silver
Mesa) and additional fees on the VLP properties during 2000.
Interest expense decreased by $2,323,000. This decrease is primarily due to (i)
interest on higher average borrowing balances under the Company's credit
facilities in 1999 than in 2000 ($2,038,000), (ii) additional capitalized
interest due to a higher average construction in progress balance in 2000
($919,000) and (iii) only 10.5 months of interest on the Sonterra property
mortgage before it was assumed by the buyer at the time the property was sold
($151,000), partially offset by an increase in expense from variable rate debt
($462,000), the write-off of unamortized deferred financing costs on the VLP
debt in December 2000 ($247,000) when the related debt was prepaid and three
months of interest for an asset put into service during 2000 (Silver Mesa)
($122,000).
22
General and administrative expenses decreased by $349,000. This decrease is
primarily due to a decrease in professional fees of $264,000, charitable
contributions of $232,000 and other corporate expenses across all expense
categories of $194,000, offset by increases in compensation and benefits of
$341,000.
Gain on sale of investments in 2000 results from the sale of (i) the Sonterra
property for a gain of $3,500,000, (ii) the investment in Liberty Hampshire for
a gain of $2,492,000 and (iii) a net gain of $218,000 from the sale of one of
the VLP properties ($4,943,000) offset by the impairment recorded on certain of
the remaining VLP assets available for sale ($4,725,000).
Income from joint ventures decreased by $6,375,000. This decrease is primarily
due to the Company's proportionate share of gains of $6,806,000 on the sale of
assets from Wellsford/Whitehall in 1999, which was in excess of the 2000 share
of gains of $92,000, plus decreases from the Liberty Hampshire/Second Holding
Joint Venture investments ($496,000) and CVW ($456,000), offset by an increase
in the Company's proportionate share of Wellsford/Whitehall operating income
($1,206,000) and income from the Fordham Tower Loan during the fourth quarter of
2000 ($85,000).
The income tax provision decreased $520,000. This decrease is primarily the
result of lower pretax income and the utilization of state and local income tax
carryforwards.
During the year ended December 31, 2000, the Company repurchased 1,318,732
shares of its outstanding common stock. The effect of these repurchases resulted
in a $0.09 per share increase in net income per share--basic and diluted,
excluding the impact of lost interest income on cash used for such repurchases.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 TO THE YEAR ENDED DECEMBER 31,
1998
Rental income increased by $4,747,000. This increase is primarily due to a full
year of operations during 1999 for assets acquired or put into service during
1998. The seven VLP properties were acquired in February 1998 ($833,000
increase) and Red Canyon was completed and placed into service in November 1998
($3,818,000 increase).
Interest income decreased by $593,000. This decrease is primarily the result of
loans being repaid in part or in full ($2,609,000) and decreased interest income
from investments contributed to Second Holding ($356,000) offset by investments
held for a longer period during 1999 than in 1998 ($1,107,000), additional
interest and fee income from the Broomfield investment ($1,153,000) and
increased income on cash and cash equivalents ($112,000).
Property operating and maintenance expense increased by $1,241,000. This
increase is primarily due to a full year of operations during 1999 for assets
acquired or put into service during 1998.
Real estate taxes increased by $345,000. This increase is primarily due to a
full year of operations during 1999 for assets acquired or put into service
during 1998, offset by reduced taxes at certain properties during 1999.
Depreciation and amortization increased by $2,997,000. This increase is
primarily due to a full year of operations during 1999 for assets acquired or
put in service during 1998 ($1,168,000 increase), as well as increased
amortization during 1999 associated with the Company's joint venture investments
and deferred financing costs ($249,000 and $639,000 increases, respectively) and
the write-down of one of its joint venture investments, CVW, by $912,000 to its
estimated fair value.
Property Management expense increased $175,000. This increase is primarily due
to a full year of operations during 1999 for assets acquired or put in service
during 1998.
Interest expense increased by $4,799,000. This increase is primarily due to debt
that was outstanding for the full year in 1999 and only a partial year during
1998 as well as higher average outstanding balances. The Sonterra at Williams
Centre debt was outstanding from February 1998 ($174,000), the mortgage on the
VLP properties was
23
obtained in October 1998 ($2,025,000), the mortgage on Red Canyon was secured in
November 1998 ($1,628,000) and there was a higher average outstanding balance on
credit facilities ($1,283,000), offset by additional interest capitalized to the
Company's remaining phases at Palomino Park ($268,000).
General and administrative expenses increased by $2,063,000. This increase is
primarily due to overhead costs, primarily rent, resulting from the increase in
the size of the Company's headquarters, salary increases related to an increased
number of employees in Wellsford Capital, as well as an increase in professional
fees from costs related to transactions the Company is no longer pursuing.
Gain on sale of investments in 1998 results from the sale of certain notes
receivable acquired in the VLP merger.
Income from joint ventures increased by $6,099,000. This increase is primarily
due to the Company's proportionate share of the increase in gains of $5,339,000
on the sale of assets from Wellsford/Whitehall, in excess of 1998 share of
gains, plus growth from the Liberty Hampshire/Second Holding Joint Venture
investments ($2,006,000 increase) offset by a decrease in the Company's
proportionate share of Wellsford/Whitehall operating income ($968,000 decrease).
The income tax provision decreased $900,000. This decrease is primarily the
result of lower pretax income, a reduction of the valuation allowance
attributable to the utilization of available net operating loss carryforwards,
and a lower effective state and local tax rate.
INCOME TAXES
The Company has recorded a net deferred tax asset of $6,600,000 as of December
31, 2000. Such amount is after reserves aggregating $17,500,000 established with
respect to the utilization of existing tax net operating losses and future tax
deductions under deferred compensation arrangements. While the deferred
compensation deductions have been fully reserved because of the long term
expected timing of deductibility, the Company has a recorded deferred tax asset
of approximately $7,700,000 or 82% of the total recorded deferred tax asset of
$9,400,000 at December 31, 2000. The majority of the remaining $1,700,000 asset
is expected to be realized in 2001 upon the sale of the remaining VLP portfolio.
During the year, the Company reduced its income tax asset valuation allowance by
$1,500,000 principally as a result of the utilization of the annual utilizable
amount of net operating carry forwards. In order to realize the remaining
recorded deferred tax asset, the Company would have to realize $22,700,000 of
taxable income by 2007 and 2012 when the majority of the tax carryforwards
expire. The Company expects to be able to meet these amounts based upon current
and expected income levels.
The Company has available at December 31, 2000, net operating loss carryforwards
aggregating $64,700,000, which as a result of limitations under ss.382 of the
Internal Revenue Service Code, as it applies to the VLP acquisition, the Company
can only use $6,200,000 of such loss carryforwards each year. Any such amounts
not utilized in a year can be carried forward to subsequent years.
The Company's major timing tax differences related to costs associated with the
deferred compensation plan as well as income recognizable for income tax
purposes on the $7,000,000 of assets currently in the deferred compensation plan
arrangements of the Company. Such amounts aggregated $1,100,000 in 2000.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company expects to meet its short-term liquidity requirements generally
through its working capital, sales of commercial and residential properties,
cash flow provided by operations and if required, from draws on the $20,000,000
loan facility. The Company considers its ability to generate cash to be adequate
and expects it to continue to be adequate to meet operating requirements both in
the short and long terms.
The Company expects to meet its long-term liquidity requirements such as
refinancing mortgages, financing acquisitions and development, financing capital
improvements and joint venture capital requirements by long-term borrowings,
through available cash, the issuance of debt and the offering of additional debt
and equity securities.
24
Approximately $2,712,000 of the Company's retained earnings at December 31, 2000
relates to undistributed earnings of the Company's joint venture investments.
Distributions from Second Holding are limited to 48% of earnings. The balance
above principally reflects this retained amount.
RECURRING AND NON-RECURRING CAPITAL EXPENDITURES
WELLSFORD DEVELOPMENT
Regarding the Company's Blue Ridge, Red Canyon and Silver Mesa phases, the
Company expects to incur approximately $140 per unit in apartment preparation
costs from turnover of tenant leases during the year ending December 31, 2001,
which will be charged to property operations.
The estimated total costs of the remaining two multifamily development phases at
Palomino Park and related infrastructure costs at completion of these phases,
including the Company's gross investment at December 31, 2000 are as follows:
ESTIMATED COMPANY'S
TOTAL CONSTRUCTION IN ESTIMATED
NAME UNITS PHASE COST PROGRESS (A) COMPLETION DATE
---- ----- ---------- ------------ ---------------
Phase IV ("Green River") .... 424 $56,000,000 $16,420,000 Third Quarter 2002
Phase V ("Gold Peak") ....... 352 6,900,000 5,809,000 (B)
--- ----------- -----------
776 $62,900,000 $22,229,000
=== =========== ===========
- ----------
(A) Includes land and costs that the Company has funded for the development of
the phase, plus other infrastructure and overhead costs capitalized during
construction such as interest and taxes.
(B) The Company has not determined if it will construct this phase or sell the
improved land. The $6,900,000 estimated phase cost only reflects the
improved land cost.
The fourth phase of this project is being constructed pursuant to a fixed-price
contract. The Company is committed to purchase 100% of the improvements upon
completion. In addition, the Company was obligated to fund the first 20% of
construction costs on the phase as incurred.
WELLSFORD CAPITAL
The Company expects to incur approximately $1,069,000 of total capital
expenditures with respect to the remaining VLP properties through their expected
sale dates during 2001.
25
WELLSFORD/WHITEHALL
In connection with its fully operational properties, Wellsford/Whitehall expects
to incur approximately $47,004,000 of capital expenditures during the year
ending December 31, 2001. Of that amount, Wellsford/Whitehall expects to incur
approximately $16,346,000 of non-recurring capital expenditures on three
operational properties during the year ending December 31, 2001. This work
includes adding approximately 56,000 square feet to one building and cosmetic
overhauls on the other two buildings. Recurring capital expenditures of
$30,658,000 are as follows:
AMOUNT PER SQUARE FOOT
------ ---------------
Maintenance capital........... $12,290,000 $ 4.73
Tenant improvements........... 13,583,000 4.39
Leasing commissions........... 4,785,000 1.55
----------- -----------
$30,658,000 $ 10.67
=========== ===========
Wellsford/Whitehall is currently involved in several projects to renovate,
expand or reposition properties which are classified as properties under
renovation. For the year ending December 31, 2001, Wellsford/Whitehall expects
to incur approximately $26,779,000 in connection with these projects.
To the extent that cash flows from operations and borrowings from financial
institutions are not available to finance such capital projects, the Company
will be required to provide approximately 15.2% of unfunded costs under the
existing agreement with Whitehall, limited to the committed amounts.
CAPITAL COMMITMENTS
At December 31, 2000, the Company had capital commitments to certain joint
venture investments. The Company may make additional equity investments subject
to board approval if deemed prudent to do so to protect or enhance its existing
investment. At December 31, 2000, capital commitments are as follows:
COMMITMENT AMOUNT
---------- ------
Wellsford/Whitehall equity............ $ 8,468,000
Wellsford/Whitehall loan.............. 4,000,000 (A)
Clairborne Prudential equity.......... 10,208,000 (B)
- ----------
(A) Pursuant to the Agreement, the Company could provide for up to 40% of a
$10,000,000 loan to, or equity in, the venture with its joint venture
partner, Whitehall committed to fund the remaining $6,000,000.
(B) Capital calls are subject to the Company's approval of such investments.
STOCK REPURCHASE PROGRAM
In April 2000, the Company's Board of Directors authorized the repurchase of up
to 1,000,000 additional shares of its outstanding common stock. The Company
intends to repurchase the shares from time to time by means of open market
purchases depending on availability of shares, the Company's cash position, the
price per share and other corporate matters. No minimum number or value of
shares to be repurchased has been fixed. Pursuant to this program, 29,837 shares
have been repurchased as of December 31, 2000.
26
RESOURCES
In January 1999, a wholly-owned subsidiary of the Company obtained a $35,000,000
loan facility (the "Wellsford Finance Facility") from Fleet National Bank. In
June 2000, the Company modified the terms of the Wellsford Finance Facility and
reduced the maximum borrowing amount to $20,000,000. The Wellsford Finance
Facility which is secured by a $25,000,000 note receivable, bears interest at
LIBOR + 2.75% per annum and matures in January 2002. The Company paid an
origination fee of $75,000 and is obligated to pay a fee equal to 0.25% per
annum on the average daily amount of the unused portion of the facility until
maturity. At December 31, 2000, the outstanding balance under the Wellsford
Finance Facility was $12,000,000. The balance was completely repaid on January
4, 2001. This facility provides for the Company to meet certain financial
operating and balance sheet covenants.
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"). In June 2000,
the Company obtained a five-year AAA rated letter of credit from Commerzbank AG
to secure the Palomino Park Bonds. This letter of credit replaced an expiring
letter of credit. An affiliate of EQR has guaranteed Commerzbank AG's letter of
credit.
In July 1998, Wellsford/Whitehall modified the Wellsford/Whitehall Bank
Facility. Under the new terms, $300,000,000 represents a senior secured credit
facility bearing interest at LIBOR + 1.65% per annum and $75,000,000 represents
a second mezzanine facility bearing interest at LIBOR + 3.20% per annum. As of
December 31, 2000, approximately $244,250,000 was outstanding under the
Wellsford/Whitehall Bank Facility (approximately $181,728,000 of which was under
the senior facility). At March 31, 2000, the ability to draw on this facility
expired. Wellsford/Whitehall has exercised its right under the agreements to
have the due date of both facilities extended for one year to December 15, 2001.
Wellsford/Whitehall is presently seeking to refinance the facility. The
Wellsford/Whitehall Bank Facility provides for the meeting of certain operating
and balance sheet covenants and limits the amount of distributions to members.
Wellsford/Whitehall expects to meet its other liquidity requirements, such as
financing additional renovations to its properties and acquisitions of new
properties, if any, with operating cash flow from its properties, proceeds from
financings of unencumbered properties, proceeds from any asset sales and equity
contributions from the owners of Wellsford/Whitehall.
PROPERTY SALES
During the fourth quarter of 2000, the Company made the strategic decision to
sell the seven assets which were originally acquired as part of the 1998 merger
with Value Property Trust ("VLP"). The Company sold one asset in December 2000
and two other properties during January 2001. The Company has determined that
the aggregate carrying amount of one of the assets sold in 2001 and three of the
four other assets which remain available for sale is less than the amounts
expected to be ultimately realized upon sale, less selling expenses. The Company
anticipates selling the remaining four properties during 2001. Accordingly, the
Company has recorded an impairment provision of $4,725,000 which is reflected in
the accompanying consolidated statements of income as an offset to the gain on
the property sold in December 2000 of approximately $4,943,000. The Company will
not record depreciation expense in 2001 related to these assets.
CASH FLOWS
- ----------
2000 CASH FLOWS
Cash flow provided by operating activities of $10,023,000 primarily consists of
net income of $6,468,000 plus (i) depreciation and amortization of $4,980,000,
(ii) an increase in accrued expenses and other liabilities of $2,662,000, (iii)
distributions received in excess of joint venture income of $1,493,000, (iv)
amortization of deferred compensation of $907,000 and (v) decreases in
restricted cash of $506,000, partially offset by the gain
27
on sale of assets (net of impairment provision of $4,725,000) of $6,135,000 and
increases prepaid and other assets $1,003,000.
Cash flow used in investing activities of $22,778,000 consists of (i)
investments in real estate assets of $39,026,000, (ii) investments in notes
receivable of $28,833,000 and (iii) capital contributions to joint venture
investments of $12,895,000 partially offset by (i) repayments of notes
receivables of $32,408,000, (ii) $21,650,000 of proceeds from the sale of real
estate assets, (iii) returns of capital from joint venture investments of
$2,886,000 and (iv) proceeds from the sale of joint venture interests of
$1,032,000.
Cash flow provided by financing activities of $14,383,000 primarily consists of
(i) proceeds from mortgage notes payable of $32,000,000, (ii) proceeds from the
issuance of Convertible Trust Preferred Securities of $25,000,000 and (iii)
proceeds from draws on the Company's credit facility of $12,000,000, partially
offset by the repayment of mortgage notes payable of $30,940,000, repurchases of
the Company's common stock of $21,119,000 and deferred financing costs
principally associated with the issuance of the Convertible Trust Preferred
Securities of $544,000.
1999 CASH FLOWS
Cash flow provided by operating activities of $13,857,000 primarily consists of
net income of $8,861,000 plus (i) depreciation and amortization of $5,937,000
and (ii) amortization of deferred compensation of $848,000, offset by
undistributed joint venture income of $675,000, increases in restricted cash of
$459,000 and prepaid and other assets of $498,000 and a decrease in accrued
expenses and other liabilities of $297,000.
Cash flow provided by investing activities of $40,834,000 consists of repayments
of notes receivable of $112,741,000, the proceeds from sale of real estate
assets of $7,238,000 and returns of capital from joint ventures of $6,091,000,
offset by additional investments in (i) notes receivable of $49,295,000, (ii)
real estate assets of $18,975,000 and (iii) capital contributions to joint
ventures of $16,968,000.
Cash flow used in financing activities of $30,072,000 primarily consists of (i)
repayment of credit facilities of $54,000,000, (ii) the repurchase of common
shares of $12,209,000 and (iii) repayment of mortgage notes payable of $862,000,
offset by borrowings from credit facilities of $37,000,000.
1998 CASH FLOWS
Cash flow provided by operating activities of $7,005,000 primarily consists of
net income of $9,444,000 plus depreciation and amortization of $3,034,000, an
increase in accrued expenses and other liabilities of $4,031,000 and share
grants of $775,000, offset by an increase in prepaid and other assets of
$6,525,000 and undistributed joint venture income of $3,515,000.
Cash flow used in investing activities of $107,115,000 consists of additional
investments in (i) real estate assets of $125,514,000, (ii) notes receivable of
$67,230,000 and (iii) joint ventures of $33,512,000, offset by proceeds from the
sale of real estate of $64,133,000 and repayments of notes receivable of
$55,009,000.
Cash flow provided by financing activities of $80,337,000 primarily consists of
proceeds from (i) a credit facility of $86,500,000 and (ii) mortgage notes
payable of $71,400,000 offset by repayments of (i) credit facilities of
$77,000,000 and (ii) mortgage notes payable of $478,000.
See the accompanying consolidated statements of cash flows included in the
consolidated financial statements for a reconciliation of the Company's cash
position for the years described therein.
INFLATION
- ---------
Substantially all of Wellsford Capital's and Wellsford/Whitehall's office leases
provide for separate escalations of real estate taxes and operating expenses
over a base amount. In addition, many of the office leases provide
28
for fixed base rent increases or indexed escalations (based on the CPI or other
measures). The Company believes that inflationary increases in expenses will
generally be offset by the expense reimbursements and contractual rent increases
described above.
A substantial majority of the leases at the Company's multifamily properties are
for a term of one year or less which may enable the Company to seek increased
rents upon renewal or re-letting of apartment units. Such short-term leases
generally minimize the risk to the Company of the adverse effects of inflation.
NET CASH FLOW
- -------------
The Company considers Net Cash Flow to be an important measure of its
performance, to be considered in addition to Net Income predicated on generally
accepted accounting principles. Net Cash Flow, for the Company's purposes,
represents net income, plus depreciation and amortization on real estate assets,
the provision for impairment and depreciation and amortization from
unconsolidated partnerships and joint ventures offset by accumulated
depreciation on assets sold. Included in such cash flow is the Company's share
of undistributed cash retained by the unconsolidated partnerships and joint
ventures for continuing investment in lieu of future fundings. Net Cash Flow
should not be considered a replacement for Net Income as an indicator of the
Company's operating performance and is not necessarily indicative of cash
available to fund cash needs.
The following table reconciles Net Income and Net Cash Flow:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
---- ---- ----
Net income.................................. $ 6,468,045 $ 8,860,801 $ 9,443,756
Add:
Depreciation and amortization............... 4,855,778 5,384,782 3,115,555
Provision for impairment (A)................ 4,725,000 -- --
Accumulated depreciation on assets sold..... (2,533,737) -- --
Share of JV depreciation and amortization... 5,292,254 5,238,357 3,564,206
------------- ------------- ------------
Net cash flow............................... $ 18,807,340 $ 19,483,940 $ 16,123,517
============= ============= ============
- ----------
Note: The number of shares that should be used for determining Net Cash Flow
per share, basic and diluted, are the same number of shares used for
Net Income per share, basic and diluted.
(A) The Company recorded a provision for impairment of $4,725,000 in 2000,
attributable to expected sales proceeds being less than the respective
carrying amounts on four of the six unsold VLP properties at December
31, 2000.
Below are the Company's cash flows provided by operating activities as disclosed
in the Consolidated Statements of Cash Flows:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
---- ---- ----
Operating activities........ $ 10,023,485 $ 13,856,594 $ 7,004,813
============= ============ =============
29
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS.
This Form 10-K, together with other statements and information publicly
disseminated by the Company, contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company or industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following,
which are discussed in greater detail in the "Risk Factors" section of the
Company's registration statement on Form S-11 (file No. 333-32445) filed with
the Securities and Exchange Commission ("SEC") on July 30, 1997, as may be
amended, which is incorporated herein by reference: general and local economic
and business conditions, which will, among other things, affect demand for
commercial and residential properties, availability and credit worthiness of
prospective tenants, lease rents and the availability and cost of financing;
ability to find suitable investments; competition; risks of real estate
acquisition, development, construction and renovation including construction
delays and cost overruns; ability to comply with zoning and other laws;
vacancies at commercial and multifamily properties; dependence on rental income
from real property; adverse consequences of debt financing including, without
limitation, the necessity of future financings to repay debt obligations; risks
of investments in debt instruments, including possible payment defaults and
reductions in the value of collateral; risks of subordinate loans; risks of
leverage; risks associated with equity investments in and with third parties;
availability and cost of financing; interest rate risks; demand by prospective
buyers of condominium properties; inability to realize gains from the real
estate assets held for sale; lower than anticipated sales prices; illiquidity of
real estate investments; environmental risks; and other risks listed from time
to time in the Company's reports filed with the SEC. Therefore, actual results
could differ materially from those projected in such statements.
30
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company's primary market risk exposure is to changes in interest rates. The
Company manages this risk by offsetting its investments and financing exposures
as well as by strategically timing and structuring its transactions. The
following table presents the effect of a 1.00% increase in the base rates on all
variable rate notes receivable and debt and its impact on annual net income:
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
EFFECT OF 1% EFFECT OF 1%
BALANCE AT INCREASE IN BASE BALANCE AT INCREASE IN BASE
DECEMBER 31, RATE ON INCOME DECEMBER 31, RATE ON INCOME
2000 (EXPENSE) 1999 (EXPENSE)
---- --------- ---- ---------
Consolidated assets and liabilities:
Notes receivable:
Variable rate ............................. $ 7,996 $ 80 $ 12,260 $ 122
Fixed rate ................................ 29,828 -- 25,000 --
--------- --------- --------- ---------
$ 37,824 80 $ 37,260 122
========= --------- ========= ---------
Mortgage notes payable:
Variable rate ............................. 56,680 (567) $ 42,755 (428)
Fixed rate ................................ 59,724 -- 76,560 --
--------- --------- --------- ---------
$ 116,404 (567) $ 119,315 (428)
========= --------- ========= ---------
Convertible Trust Preferred Securities:
Fixed rate ................................ $ 25,000 -- $ -- --
========= --------- ========= ---------
Proportionate share of assets and liabilities
from investments in joint ventures:
Notes receivable:
Variable rate ............................. $ 115,953 1,160 $ 20,509 206
Fixed rate ................................ 1,047 -- 3,321 --
--------- --------- --------- ---------
$ 117,000 1,160 $ 23,830 206
========= --------- ========= ---------
Debt:
Variable rate ............................. $ 128,627 (1,286) $ 113,563 (1,136)
Variable rate, with LIBOR cap at
7.50% (A) .............................. 119,100 (810) -- --
Fixed rate ................................ 31,154 -- 31,127 --
--------- --------- --------- ---------
$ 278,881 (2,096) $ 144,690 (1,136)
========= --------- ========= ---------
Net decrease in annual income, before
income tax benefit ........................... (1,423) (1,236)
Income tax benefit .............................. 569 494
--------- ---------
Net decrease in annual net income ............... $ (854) $ (742)
========= =========
Per share, basic and diluted .................... $ (0.10) $ (0.07)
========= =========
- -------
(A) In May 2000, Wellsford/Whitehall entered into an interest rate protection
agreement which caps LIBOR at 7.50% on $300,000,000 until March 15, 2001
and is reduced to $200,000,000 for the period March 16, 2001 to May 15,
2001. Calculation assumes exposure of 0.68% on the Company's proportionate
share of $300,000,000 based on LIBOR of 6.82% at December 31, 2000.
ITEM 8. CONSOLIDATED 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 (see page F-1).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
31
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The executive officers and directors of the Company, their ages and their
positions are as follows:
NAME AGE POSITIONS AND OFFICES HELD
---- --- --------------------------
Jeffrey H. Lynford.... 53... Chairman of the Board, Secretary and Director**
Edward Lowenthal...... 56... President, Chief Executive Officer and Director*
Rodney F. Du Bois..... 65... Vice Chairman and Director*
James J. Burns........ 61... Senior Vice President, Chief Financial Officer
David M. Strong....... 42... Vice President for Development
Mark P. Cantaluppi.... 30... Vice President, Chief Accounting Officer
Martin Bernstein...... 63... Director***
Douglas Crocker II.... 60... Director**
Richard S. Frary...... 53... Director***
Meyer S. Frucher...... 54... Director***
Mark S. Germain....... 50... Director**
- ----------
* Term expires 2001.
** Term expires 2002.
*** Term expires 2003.
The information contained in the sections captioned "Nominees for Election as
Directors", "Other Directors", "Executive Officers", and "Key Employees" of the
Company's definitive proxy statement for the 2001 annual meeting of shareholders
is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information contained in the sections captioned "Executive Compensation",
"Compensation of Directors", "Board Committees", "Employment Agreements", and
"Management Incentive Plans" of the Company's definitive proxy statement for the
2001 annual meeting of shareholders is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained in the section captioned "Security Ownership of
Certain Beneficial Owners and Management" of the Company's definitive proxy
statement for the 2001 annual meeting of shareholders is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained in the section captioned "Certain Transactions" of the
Company's definitive proxy statement for the 2001 annual meeting of shareholders
is incorporated herein by reference.
32
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) (1) FINANCIAL STATEMENTS
The following consolidated financial information is included as a
separate section of this annual report on Form 10-K:
Consolidated Balance Sheets as of December 31, 2000 and 1999.
Consolidated Statements of Income for the years ended December
31, 2000, 1999 and 1998.
Consolidated Statements of Changes in Shareholders' Equity for
the years ended December 31, 2000, 1999 and 1998.
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998.
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
IV. Mortgage Loans on Real Estate
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 @@@
--- ----------- ---------------
3.1 Articles of Amendment and Restatement of the Company. ****
3.2 Articles Supplementary Classifying 350,000 Shares of Common
Stock as Class A Common Stock. ****
3.3 Articles Supplementary Classifying 2,000,000 Shares of
Common Stock as Series A 8% Convertible Redeemable Preferred
Stock. ****
3.4 Bylaws of the Company. ****
4.1 Specimen certificate for Common Stock. ***
4.2 Secimen certificate for Class A Common Stock. ****
4.3 Specimen certificate for Series A 8% Convertible Redeemable
Preferred Stock. ****
4.4 Warrant Agreement, dated as of August 28, 1997, between the
Company and United States Trust Company of New York, as
warrant agent, and Warrant Certificate No. 1 of the Company
for 5,000,000 Warrants registered in the name of WHWEL Real
Estate Limited Partnership. @
33
EXHIBIT NO. DESCRIPTION @@@ (CONTINUED)
----------- ---------------------------
4.41 Amendment No. 2 to the Warrant Agreement dated as of August
28, 1997 by and between Wellsford Real Properties, Inc. and
United States Trust Company, dated as of May 28, 1999. +++
4.42 Warrant Agreement by and between Wellsford Real Properties,
Inc. and United States Trust Company, dated as of May 28,
1999. +++
4.43 Registration Rights Agreement by and between Wellsford Real
Properties, Inc. and W/W Group Holdings, L.L.C., dated as of
May 28, 1999. +++
4.44 Letter Agreement dated May 28, 1999 between WHWEL Real
Estate Limited Partnership and Wellsford Real Properties,
Inc., confirming that Wellsford Real Properties, Inc. will
exchange shares of its stock for Excess Membership Units
held by WHWEL. +++
4.5 Registration Rights Agreement, dated as of February 23,
1998, among the Company and Franklin Mutual Advisors, Inc.
and Angelo Gordon & Co., L.P. +
4.6 Warrant Sale Agreement, dated as of December 21, 2000,
between Wellsford and W/W Group Holdings, L.L.C. ("Holding
Co.") relating to the transfer to Wellsford of warrants
issued by Wellsford to Holding Co. pursuant to that certain
Warrant Agreement dated as of May 28, 1999, by and between
Wellsford and United States Trust Company of New York (the
"Warrant Agent"). @@@@@@
4.7 Warrant Sale Agreement, dated as of December 21, 2000,
between Wellsford and Holding Co. relating to the transfer
to Wellsford of warrants issued by Wellsford to Holding Co.
pursuant to that certain Warrant Agreement dated as of
August 28, 1997, by and between Wellsford and the Warrant
Agent, as amended on July 16, 1998, and as further amended
on May 28, 1999. @@@@@@
4.8 Agreement, dated as of December 21, 2000, terminating the
Registration Rights Agreement between Wellsford and Holding
Co., dated as of May 28, 1999. @@@@@@
10.1 Operating Agreement of Red Canyon at Palomino Park LLC
between Wellsford Park Highlands Corp. and Al Feld, dated as
of April 17, 1996, relating to Red Canyon. *
10.2 First Amendment to Operating Agreement of Red Canyon at
Palomino Park LLC between Wellsford Park Highlands Corp. and
Al Feld, dated as of May 19, 1997, relating to Red Canyon.
****
10.3 Tri-Party Agreement by and among NationsBank of Texas, N.A.,
Red Canyon at Palomino Park LLC, Wellsford Park Highlands
Corp., Wellsford Residential Property Trust, Al Feld and The
Feld Company, dated May 29, 1997, relating to Red Canyon.
****
10.4 Assignment and Assumption of Tri-Party Agreement by and
among Wellsford Residential Property Trust, ERP Operating
Limited Partnership, Red Canyon at Palomino Park LLC,
Wellsford Park Highlands Corp., The Feld Company, Al Feld
and NationsBank of Texas, N.A. dated May 30, 1997, relating
to Red Canyon. ****
10.5 Agreement and Acknowledgment Regarding Tri-Party Agreement
by and among NationsBank of Texas, N.A., Red Canyon at
Palomino Park LLC, Wellsford Park Highlands Corp. and ERP
Operating Limited Partnership dated May 30, 1997, relating
to Red Canyon. ****
34
EXHIBIT NO. DESCRIPTION @@@ (CONTINUED)
----------- ---------------------------
10.501 First Amendment to the Limited Liability Company Operating
Agreement of WWG, dated as of December 21, 2000, among WHWEL
Real Estate Limited Partnership, Wellsford Commercial
Properties Trust, WXI/WWG Realty, L.L.C., Holding Co. and WP
Commercial, L.L.C., dated as of May 28, 1999 (excluding
exhibits and schedules). @@@@@@
10.6 Second Amended and Restated Vacant Land Purchase and Sale
Agreement between Mission Viejo Company and The Feld Company
dated March 23, 1995, as amended by First Amendment, dated
May 1, 1996, relating to the land underlying Palomino Park.
*
10.7 Trust Indenture, dated as of December 1, 1995, between
Palomino Park Public Improvements Corporation ("PPPIC") and
United States Trust Company of New York, as trustee,
securing Wellsford Residential Property Trust's Assessment
Lien Revenue Bonds Series 1995 - $14,755,000. **
10.8 Letter of Credit Reimbursement Agreement, dated as of
December 1, 1995, between PPPIC, Wellsford Residential
Property Trust and Dresdner Bank AG, New York Branch. **
10.9 First Amendment to Letter of Credit Reimbursement Agreement,
dated as of May 30, 1997, between PPPIC, Wellsford
Residential Property Trust, Dresdner Bank AG, New York
Branch and the Company. ****
10.10 Amendment to Wellsford Reimbursement Agreement by and
between PPPIC, Wellsford Residential Property Trust and the
Company, dated as of May 30, 1997. ****
10.11 Assignment and Assumption Agreement by and between
Wellsford Residential Property Trust and the Company, dated
as of May 30, 1997. ****
10.12 Credit Enhancement Agreement by and between the Company and
ERP Operating Limited Partnership, dated as of May 30, 1997,
relating to Palomino Park. ****
10.13 Reimbursement and Indemnification Agreement by and between
the Company and ERP Operating Limited Partnership, dated as
of May 30, 1997, relating to Palomino Park. ****
10.14 Guaranty by ERP Operating Limited Partnership for the
benefit of Dresdner Bank AG, New York Branch, dated as of
May 30, 1997, relating to Palomino Park. ****
10.15 Amended and Restated Promissory Note of the Company to the
order of Dresdner Bank AG, New York Branch, dated May 30,
1997, relating to Palomino Park. ****
10.16 Common Stock and Preferred Stock Purchase Agreement by and
between the Company and ERP Operating Limited Partnership
dated as of May 30, 1997. ****
10.17 Registration Rights Agreement by and between the Company
and ERP Operating Limited Partnership dated as of May 30,
1997. ****
10.18 Credit Agreement, dated as of April 25, 1997, by and among
Park Avenue Financing Company LLC, PAMC Co-Manager Inc.,
PAFC Management, Inc., Stanley Stahl, The First National
Bank of Boston, the Company, Other Banks that may become
parties to the Agreement and The First National Bank of
Boston, as Agent, relating to 277 Park Avenue. **
10.19 Assignment of Member's Interest, dated as of April 25,
1997, by PAFC Management, Inc. and Stanley Stahl to The
First National Bank of Boston, relating to 277 Park Avenue
(relating to interests in the Park Avenue Financing Company,
LLC). **
35
EXHIBIT NO. DESCRIPTION @@@ (CONTINUED)
----------- ---------------------------
10.20 Assignment of Member's Interest, dated as of April 25,
1997, by PAMC Co-Manager Inc. and Park Avenue Financing, LLC
to The First National Bank of Boston, relating to 277 Park
Avenue (relating to interests in 277 Park Avenue, LLC). **
10.21 Stock Pledge Agreement, dated as of April 25, 1997, by
Stanley Stahl to The First National Bank of Boston, relating
to 277 Park Avenue (relating to stock in Park Avenue
Management Corporation). **
10.22 Stock Pledge Agreement, dated as of April 25, 1997, by
Stanley Stahl to The First National Bank of Boston, relating
to 277 Park Avenue (relating to stock in PAMC Co-Manager
Inc.). **
10.23 Stock Pledge Agreement, dated as of April 25, 1997, by
Stanley Stahl to The First National Bank of Boston, relating
to 277 Park Avenue (relating to stock in PAFC Management,
Inc.). **
10.24 Conditional Guaranty of Payment and Performance, dated as
of April 25, 1997, by Stanley Stahl, relating to 277 Park
Avenue. **
10.25 Cash Collateral Account Security, Pledge and Assignment
Agreement, dated as of April 25, 1997, by and among 277 Park
Avenue, LLC, Park Avenue Management Corporation, Park Avenue
Financing Company LLC, PAMC Co-Manager Inc., Stanley Stahl
and The First National Bank of Boston, relating to 277 Park
Avenue. **
10.26 Recognition Agreement, dated as of April 25, 1997, by and
among The First National Bank of Boston, the Company, Column
Financial, Inc., Park Avenue Financing Company LLC, PAMC
Co-Manager, Inc. and 277 Park Avenue, LLC, relating to 277
Park Avenue. **
10.27 Intercreditor Agreement, dated as of April 25, 1997,
between the Company and The First National Bank of Boston,
as Agent, relating to 277 Park Avenue. **
10.28 Assignment and Acceptance Agreement, dated June 19, 1997,
between BankBoston, N.A. (formerly known as The First
National Bank of Boston) ("BankBoston") and the Company,
relating to 277 Park Avenue. ****
10.29 Revolving Credit Agreement by and among the Company,
BankBoston, Morgan Guaranty Trust Company of New York
("Morgan Guaranty"), other banks which may become parties
and BankBoston, as agent, and Morgan Guaranty, as co-agent
dated as of May 30, 1997. ****
10.30 Agreement Regarding Common Stock and Preferred Stock
Purchase Agreement, dated as of May 30, 1997, among ERP
Operating Limited Partnership, the Company and BankBoston,
as agent. ****
10.31 Assignment of Common Stock Agreements, dated as of May 30,
1997, between the Company and BankBoston, as agent. ****
10.32 Collateral Assignment of Documents, Rights and Claims
(including Collateral Assignment of Deed of Trust,
Assignment of Leases and Rents, Security Agreement and
Fixture Filing), made as of May 30, 1997, by the Company to
BankBoston, as agent. ****
10.33 First Amended and Restated Loan Agreement, dated as of July
16, 1998 (the "First Amended and Restated Loan Agreement"),
among Wellsford/Whitehall Holdings, L.L.C., as Borrower, and
BankBoston, Goldman Sachs Mortgage Company, and Other Banks,
as Banks, and BankBoston, as Administrative Agent and
Co-Arranger and Co-Syndication Agent, and Goldman Sachs
Mortgage Company, as Co-Arranger and Co-Syndication Agent.
++
10.34 Form of promissory note payable to the order of eight
lenders by Wellsford/Whitehall Properties, L.L.C. under the
First Amended and Restated Loan Agreement. ++
36
EXHIBIT NO. DESCRIPTION @@@ (CONTINUED)
----------- ---------------------------
10.35 Amended and Restated Assignment of Member's Interest under
the First Amended and Restated Loan Agreement, dated as of
July 16, 1998, by Wellsford/Whitehall Holdings, L.L.C. to
BankBoston, as Agent. ++
10.36 Amended and Restated Cash Collateral Agreement under the
First Amended and Restated Loan Agreement, dated as of July
16, 1998, by and among Wellsford/Whitehall Holdings, L.L.C.,
WASH Manager L.L.C., Wells Avenue Holdings L.L.C. and
BankBoston, as Agent. ++
10.37 Indemnity Agreement Regarding Hazardous Materials under the
First Amended and Restated Loan Agreement, dated as of July
16, 1998, by Wellsford/Whitehall Holdings, L.L.C., Wellsford
Commercial Properties Trust and WHWEL Real Estate Limited
Partnership for the benefit of BankBoston. ++
10.38 Conditional Guaranty of Payment under the First Amended and
Restated Loan Agreement, dated as of July 16, 1998, by
Wellsford Commercial Properties Trust, WHWEL Real Estate
Limited Partnership, the Company, Whitehall Street Real
Estate Limited Partnership V, Whitehall Street Real Estate
Limited Partnership VI, Whitehall Street Real Estate Limited
Partnership VII and Whitehall Street Real Estate Limited
Partnership VIII in favor of BankBoston and Goldman Sachs
Mortgage Company. ++
10.39 Indemnity and Guaranty Agreement under the First Amended
and Restated Loan Agreement, dated as of July 16, 1998, by
Wellsford Commercial Properties Trust and WHWEL Real Estate
Limited Partnership in favor of BankBoston, Goldman Sachs
Mortgage Company and Other Banks. ++
10.40 Mezzanine Loan Agreement, dated as of July 16, 1998 (the
"Mezzanine Loan Agreement"), among Wellsford/Whitehall
Holdings II, L.L.C., as Borrower, and BankBoston, Goldman
Sachs Mortgage Company, and Other Banks, as Banks, and
BankBoston, as Administrative Agent and Co-Arranger and
Co-Syndication Agent, and Goldman Sachs Mortgage Company, as
Co-Arranger and Co-Syndication Agent. ++
10.41 Form of promissory note payable to the order of five
lenders by Wellsford/Whitehall Properties II, L.L.C. under
the Mezzanine Loan Agreement. ++
10.42 Assignment of Member's Interest under the Mezzanine Loan
Agreement, dated as of July 16, 1998, between
Wellsford/Whitehall Properties II, L.L.C. and BankBoston, as
Agent. ++
10.43 Indemnity Agreement Regarding Hazardous Materials under the
Mezzanine Loan Agreement, dated as of July 16, 1998, by
Wellsford/Whitehall Properties II, L.L.C., Wellsford
Commercial Properties Trust and WHWEL Real Estate Limited
Partnership for the benefit of BankBoston. ++
10.44 Nomura Conditional Guaranty of Payment under the Mezzanine
Loan Agreement, dated as of July 16, 1998, by Wellsford
Commercial Properties Trust, WHWEL Real Estate Limited
Partnership, the Company, Whitehall Street Real Estate
Limited Partnership V, Whitehall Street Real Estate Limited
Partnership VI, Whitehall Street Real Estate Limited
Partnership VII and Whitehall Street Real Estate Limited
Partnership VIII in favor of BankBoston and Goldman Sachs
Mortgage Company. ++
37
EXHIBIT NO. DESCRIPTION @@@ (CONTINUED)
----------- ---------------------------
10.45 Conditional Guaranty of Payment under the Mezzanine Loan
Agreement, dated as of July 16, 1998, by Wellsford
Commercial Properties Trust, WHWEL Real Estate Limited
Partnership, the Company, Whitehall Street Real Estate
Limited Partnership V, Whitehall Street Real Estate Limited
Partnership VI, Whitehall Street Real Estate Limited
Partnership VII and Whitehall Street Real Estate Limited
Partnership VIII in favor of BankBoston and Goldman Sachs
Mortgage Company. ++
10.46 Indemnity and Guaranty Agreement under the Mezzanine Loan
Agreement, dated as of July 16, 1998, by Wellsford
Commercial Properties Trust and WHWEL Real Estate Limited
Partnership in favor of BankBoston, Goldman Sachs Mortgage
Company and Other Banks. ++
10.461 First Amendment to Mezzanine Loan Agreement, dated as of
May 28, 1999 by and among Wellsford/Whitehall Properties II,
L.L.C., Wellsford Commercial Properties Trust, WHWEL Real
Estate Limited Partnership, Wellsford Real Properties, Inc.,
Whitehall Street Real Estate Limited Partnership V,
Whitehall Street Real Estate Limited Partnership VI,
Whitehall Street Real Estate Limited Partnership VII,
Whitehall Street Real Estate Limited Partnership VIII, Wells
Avenue Holdings, L.L.C., Wash Manager L.L.C., BankBoston,
N.A., Goldman Sachs Mortgage Company, BHF-Bank
Aktiengesellschaft, Morgan Stanley Senior Funding Inc., and
PAM Capital Funding LP. +++
10.462 Contribution Agreement, dated as of February 12, 1998,
among Saracen Properties, Inc., Saraceno Holding Trust
General Partnership, Dominic J. Saraceno, 150 Wells Avenue
Realty Trust, River Park Realty Trust, Seventy Wells Avenue
LLC, Newton Acquisition LLC I, Saracen Portland L.L.C., KSA
Newton Acquisition Limited Partnership II and KSA Newton
Limited Partnership I, as Contributor, and
Wellsford/Whitehall Properties, L.L.C., as Contributee. @@@@
10.47 $50 million Revolving Credit Agreement, dated as of January
12, 1999, among Wellsford Finance, Inc., as Borrower, and
BankBoston and Other Banks, as Lender, and BankBoston, as
Agent. ++
10.48 $50 million promissory note, dated January 12, 1999,
payable to BankBoston by Wellsford Finance, Inc. ++
10.49 Collateral Assignment of Documents, Rights and Claims,
dated January 12, 1999, from Wellsford Finance, Inc. to
BankBoston, as Agent. ++
10.50 Limited Liability Company Operating Agreement of
Wellsford/Whitehall Group, L.L.C., dated as of May 28, 1999.
+++
10.51 Letter Agreement, dated as of July 16, 1998, between the
Company and WHWEL Real Estate Limited Partnership, relating
to warrants to be issued to WHWEL Real Estate Limited
Partnership. ++
10.52 Fixed Rate Loan Agreement, dated as of August 11, 1998 (the
"Fixed Rate Loan Agreement"), by and among First Union Real
Estate Equity and Mortgage Investments, as Borrower, Bankers
Trust Company, as Agent, and Bankers Trust Company,
Wellsford Capital and BankBoston, as Lenders. ++
10.53 $15 million promissory note, dated August 11, 1998, payable
to the order of Wellsford Capital by First Union Real Estate
Equity and Mortgage Investments under the Fixed Rate Loan
Agreement. ++
10.54 First Amendment of Fixed Rate Loan Agreement, dated as of
January 8, 1999, among First Union Real Estate Equity and
Mortgage Investments, as Borrower, Bankers Trust Company,
Wellsford Capital and BankBoston, as Lenders, and Bankers
Trust Company, as Agent. ++
38
EXHIBIT NO. DESCRIPTION @@@ (CONTINUED)
----------- ---------------------------
10.55 Letter dated January 8, 1999, among First Union Real Estate
Equity and Mortgage Investments, as Borrower, Bankers Trust
Company, Wellsford Capital and BankBoston, as Lenders, and
Bankers Trust Company, as Agent. ++
10.56 Revolving Credit Agreement for $70 million, dated as of
August 28, 1997, between AP-Anaheim LLC, AP-Arlington LLC,
AP-Atlantic LLC, AP-Cityview LLC, AP-Farrell Ramon LLC,
AP-Palmdale LLC, AP-Redlands LLC, AP-Victoria LLC,
AP-Victorville LLC, and AP-Sierra LLC, each a California
limited liability company (collectively, the "Abbey
Affiliates"), as Borrower, and Morgan Guaranty Trust Company
of New York, as Lender. @
10.57 Amendment to Revolving Credit Agreement, dated as of April
6, 1998, by AP-Diamond Bar LLC, AP-Edinger LLC, AP- Glendora
LLC, AP- Anaheim LLC, AP- Arlington LLC, AP- Atlantic LLC,
AP- Cityview LLC, AP- Redlands LLC, AP- Palmdale LLC, AP-
Farrell Ramon LLC, AP- Sierra LLC, AP- Victoria LLC and AP-
Victorville LLC (collectively, the "Amended Abbey
Affiliates"), as Borrower, and Morgan Guaranty Trust Company
of New York, as Lender. ++
10.58 Loan Participation Agreement, dated as of August 28, 1997,
between Morgan Guaranty Trust Company of New York and the
Company. +
10.59 First Amendment to Loan Participation Agreement, dated as of
April 7, 1998, between Morgan Guaranty Trust Company of New
York and Wellsford Capital. ++
10.60 $70 million promissory note (the "Promissory Note"), dated
August 28, 1997, payable to the order of Morgan Guaranty
Trust Company of New York by the Abbey Affiliates. @
10.61 Amendment to Promissory Note, dated as of April 6, 1998,
between the Amended Abbey Affiliates and Morgan Guaranty
Trust Company of New York. ++
10.62 Purchase and Sale Agreement, dated as of September 18,
1997, among the Company, Wellsford Capital Corporation and
Whitehall Street Real Estate Limited Partnership VII. @@
10.63 First Amended and Restated Master Credit Agreement, dated
December 30, 1997, effective as of July 31, 1997, among The
Woodlands Commercial Properties Company, L.P., The Woodlands
Land Development Company, L.P., and BankBoston, Morgan
Stanley Senior Funding, Inc., as Documentation Agent, and
Other Banks, and BankBoston, as Managing Agent and
Syndication Agent. +
10.64 Intercreditor Agreement, dated December 30, 1997, effective
as of July 31, 1997, by and between BankBoston, Morgan
Stanley Senior Funding, Inc. and the Other Lenders, relating
to Woodlands. +
10.65 $4,186,991.87 Commercial Company Second Secured Term Loan
Note, dated December 30, 1997, payable to the order of the
Company by The Woodlands Commercial Properties Company, L.P.
and The Woodlands Land Development Company, L.P. +
10.66 $10,813,008.13 Land Company Second Secured Term Loan Note,
dated December 30, 1997, payable to the order of the Company
by The Woodlands Land Development Company, L.P. and The
Woodlands Commercial Properties Company, L.P. +
10.67 Revolving Credit Agreement, dated as of March 28, 1998,
among Safeguard Capital Fund, L.P., as Borrower, and Morgan
Guaranty Trust Company of New York, as Lender. ++
39
EXHIBIT NO. DESCRIPTION @@@ (CONTINUED)
----------- ---------------------------
10.68 $90 million promissory note, dated March 28, 1998, payable
to Morgan Guaranty Trust Company of New York by Safeguard
Capital Fund, L.P. ++
10.69 Loan Participation Agreement, dated as of December 1, 1998,
between Morgan Guaranty Trust Company of New York and
Wellsford Capital. ++
10.70 Program Agreement for Clairborne Investors Mortgage Program
between Creamer Realty Consultants and The Prudential
Investment Corporation, dated as of December 10, 1997. +
10.71 Amended and Restated General Partnership Agreement of
Creamer Realty Consultants, dated as of January 1, 1998, by
and between Wellsford CRC Holding Corp. and FGC Realty
Consultants, Inc. +
10.72 Limited Liability Company Operating Agreement of Creamer
Vitale Wellsford, L.L.C., dated as of January 20, 1998, by
and between Wellsford CRC Holding Corp. and SX Advisors,
LLC. +
10.73 Loan Agreement, dated as of February 27, 1998, between
Wellsford Sonterra L.L.C., as Borrower, and Nationsbank,
N.A., as Lender. +
10.74 $16,400,000 promissory note, dated February 27, 1998,
payable to the order of NationsBank, N.A., by Wellsford
Sonterra, L.L.C. +
10.75 Deed of Trust, Assignment of Leases and Rents and Security
Agreement, dated February 27, 1998 by Wellsford Sonterra,
L.L.C. in favor of NationsBank, N.A. +
10.76 $34,500,000 Multifamily Note, dated December 24, 1997,
payable to the order of GMAC Commercial Mortgage Corporation
by Park at Highlands L.L.C. +
10.77 Multifamily Deed of Trust, Assignment of Rents and Security
Agreement, dated December 24, 1997, by Park at Highlands
L.L.C. in favor of GMAC Commercial Mortgage Corporation. +
10.78 $28 million secured promissory note, dated October 22,
1998, payable to the order of Lehman Brothers Holdings Inc.
by Wellsford Capital Properties, L.L.C. ++
10.79 Conditional Guarantee, dated as of October 22, 1998, by
Wellsford Capital in favor of Lehman Brothers Holdings Inc.
++
10.80 Mortgage and Security Agreement, dated as of October 22,
1998, by Wellsford Capital Properties, L.L.C. to Lehman
Brothers Holdings Inc. ++
10.81 1998 Management Incentive Plan of the Company. ++
10.82 1997 Management Incentive Plan of the Company. **
10.83 Rollover Stock Option Plan of the Company. **
10.84 Employment Agreement between the Company and Jeffrey H.
Lynford. ****
10.85 Employment Agreement between the Company and Edward
Lowenthal. ****
10.86 Employment Agreement between the Company and David M.
Strong. ****
10.87 Employment Agreement between the Company and Rodney F. Du
Bois. +++
10.88 Employment Agreement between the Company and James J.
Burns. +++
10.89 Certificate of Trust of WRP Convertible Trust I, as filed
with the Secretary of State of the State of Delaware on May
5, 2000. @@@@@
10.90 Declaration of Trust of WRP Convertible Trust I, dated as
of May 5, 2000, by and among Rodney F. Du Bois and James J.
Burns as Regular Trustees, Wilmington Trust Company as both
Delaware Trustee and Institutional Trustee and Wellsford
Real Properties, Inc., as Sponsor. @@@@@
10.91 Indenture for 8.25% Convertible Junior Subordinated
Debentures, dated as of May 5, 2000, by and between
Wellsford Real Properties, Inc. and Wilmington Trust
Company, as Trustee. @@@@@
40
EXHIBIT NO. DESCRIPTION @@@ (CONTINUED)
----------- ---------------------------
10.92 Preferred Securities Purchase Agreement, dated as of May 5,
2000, by and among Wellsford Real Properties, Inc., WRP
Convertible Trust I and ERP Operating Limited Partnership.
@@@@@
10.93 Preferred Securities Guarantee, dated as of May 5, 2000, by
and between Wellsford Real Properties, Inc. and Wilmington
Trust Company, as Trustee. @@@@@
10.94 Common Securities Guarantee, dated as of May 5, 2000, by
Wellsford Real Properties, Inc. @@@@@
10.95 Amendment to Registration Rights Agreement, dated as of May
5, 2000, by and between Wellsford Real Properties, Inc. and
ERP Operating Limited Partnership. @@@@@
10.96 Articles Supplementary reclassifying and designating 350,000
shares of unissued Common Stock as Class A-1 Common Stock,
dated as of May 5, 2000. @@@@@
10.97 Amended and Restated Revolving Credit Agreement, dated as of
June 28, 2000, among Wellsford Finance, LLC, as Borrower and
Fleet National Bank and other lenders which may become
parties to this agreement, as Lenders and Fleet National
Bank, as Agent. #
10.98 Bond Pledge and Security Agreement, dated June 16, 2000,
among Palomino Park Public Improvements Corporation, as Bond
Issuer, Wellsford Real Properties, Inc., together with Bond
Issuer, as Pledgor, Commerzbank AG, as Bank, and United
States Trust Company of New York, as Bond Trustee. #
10.99 Letter of Credit Reimbursement Agreement, dated June 16,
2000, among Palomino Park Public Improvements Corporation,
as Bond Issuer, Wellsford Real Properties, Inc., together
with Bond Issuer, as Account Parties, and Commerzbank AG, as
Bank. #
10.100 Unconditional Guaranty of Payment and Performance, dated
June 28, 2000, between Wellsford Real Properties, Inc., as
Guarantor, and Fleet National Bank, as Lender. #
10.101 Promissory Note, dated June 16, 2000, between Wellsford
Real Properties, Inc. and Commerzbank AG. #
10.102 Letter Agreement dated September 30, 2000, between
Wellsford Real Properties, Inc. and Creamer Vitale Wellsford
L.L.C. relating to the sale and subsequent assignment of SX
Advisors, LLC's interest in Creamer Vitale Wellsford L.L.C.
to Wellsford Real Properties, Inc. ##
10.103 Assignment of Membership Interest, dated as of October 1,
2000, between SX Advisors, LLC and Wellsford Fordham Tower,
L.L.C., whereby SX Advisors, LLC assigned its interest in
Creamer Vitale Wellsford L.L.C. to Wellsford Real
Properties, Inc. ##
10.104 Memorandum of Understanding, dated October 25, 2000, among
Wellsford Real Properties, Inc., Wellsford Commercial
Properties Trust, WHWEL Real Estate Limited Partnership,
WXI/WWG Realty, L.L.C. and W/W Group Holdings, L.L.C.,
relating to Wellsford/Whitehall Group, L.L.C. ##
10.105 Purchase and Sale Agreement dated as of May 31, 2000,
between Wellsford Sonterra LLC and Thayer Residential, Inc.
for the sale of the Sonterra at Williams Centre Apartments
in Tucson, Arizona.
10.106 Loan Agreement dated as of December 20, 2000, between
Silver Mesa at Palomino Park LLC and KeyBank National
Association.
10.107 $32,000,000 Promissory Note dated as of December 20, 2000,
payable to KeyBank National Association by Silver Mesa at
Palomino Park LLC.
41
EXHIBIT NO. DESCRIPTION @@@ (CONTINUED)
----------- ---------------------------
10.108 Guaranty dated December 20, 2000, by Wellsford Capital for
the benefit of KeyBank National Association.
10.109 Sale-Purchase Agreement and Joint Escrow Instructions
dated as of December 8, 2000, between Wellsford Capital
Properties, L.L.C. and Dial Advisory Group, Inc. for the
sale of properties located at 1651 Sixteenth Street and 900
Colorado Avenue, Santa Monica, California.
10.110 Sale-Purchase Agreement dated as of December 4, 2000,
between Wellsford Capital Properties, L.L.C. and CRC
Communities, Inc. for the sale of 501 Hoes Lane, Piscataway,
New Jersey.
10.111 Sale-Purchase Agreement dated as of November 27, 2000,
between Wellsford Capital Properties, L.L.C. and Windswept
Development, LLC for the sale of the Bradford Plaza Shopping
Center, West Chester, Pennsylvania.
21.1 Subsidiaries of the Registrant.
99.1 "Risk Factors" section of the Company's Registration
Statement on Form S-11 (file no. 333-32445), as may be
amended.
- ----------
* Previously filed as an exhibit to the Form 10 filed on April 23, 1997.
** 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.
*****Previously filed as an exhibit to Amendment No. 1 to Form S-11 filed on
November 14, 1997.
@ Previously filed as an exhibit to the Form 8-K filed on September 11, 1997.
@@ Previously filed as an exhibit to the Form 8-K filed on September 23, 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 April 28, 1998.
@@@@@ Previously filed as an exhibit to the Form 8-K filed on May 11, 2000.
@@@@@@ Previously filed as an exhibit to the Form 8-K filed on January 11, 2001.
+ Previously filed as an exhibit to the Form 10-K filed on March 31, 1998.
++ Previously filed as an exhibit to the Form 10-K filed on March 31, 1999.
+++ Previously filed as an exhibit to the Form 10-K filed on March 29, 2000.
# Previously filed as an exhibit to the Form 10-Q filed on August 2, 2000.
## Previously filed as an exhibit to the Form 10-Q filed on November 3, 2000.
(b) During the last quarter of the period covered by this report, the Company
filed the following reports on Form 8-K:
None.
(c) The following exhibits are filed as exhibits to this Form 10-K: See Item 14
(a) (3) above.
(d) The following documents are filed as a part of this report:
None.
42
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/ James J. Burns
-------------------------------
James J. Burns
Senior Vice President, Chief Financial Officer
By: /s/ Mark P. Cantaluppi
-------------------------------
Mark P. Cantaluppi
Vice President, Chief Accounting Officer
Dated: March 14, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ Jeffrey H. Lynford Chairman of the Board, Secretary and Director March 14, 2001
- --------------------------
Jeffrey H. Lynford
/s/ Edward Lowenthal President, Chief Executive Officer and Director March 14, 2001
- -------------------------- (Principal Executive Officer)
Edward Lowenthal
/s/ Rodney F. Du Bois Vice Chairman and Director March 14, 2001
- --------------------------
Rodney F. Du Bois
/s/ Martin Bernstein Director March 14, 2001
- --------------------------
Martin Bernstein
/s/ Douglas Crocker II Director March 14, 2001
- --------------------------
Douglas Crocker II
/s/ Richard S. Frary Director March 14, 2001
- --------------------------
Richard S. Frary
/s/ Meyer S. Frucher Director March 14, 2001
- --------------------------
Meyer S. Frucher
March 14, 2001
/s/ Mark S. Germain Director
- --------------------------
Mark S. Germain
43
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
The following is a list of subsidiaries of the registrant with the respective
state of organization as of December 31, 2000:
SUBSIDIARY STATE
---------- -----
Wellsford Real Properties, Inc................. Maryland
Wellsford Capital.............................. Maryland
Wellsford Capital Properties, L.L.C............ Delaware
Wellsford Finance, Inc......................... Maryland
Wellsford Finance, L.L.C....................... Delaware
Second Holding Company, LLC.................... Delaware
Belford Capital Management, L.L.C.............. Delaware
Belford Capital Group, L.L.C................... Delaware
BPC Company, L.L.C............................. Delaware
Wellsford CRC Holding Corp..................... Maryland
Clairborne Fordham Tower, LLC.................. Delaware
Creamer Vitale Wellsford L.L.C................. Delaware
Wellsford Sonterra L.L.C....................... Arizona
Wellsford Park Highlands Corp.................. Colorado
Park at Highlands L.L.C........................ Colorado
Red Canyon at Palomino Park L.L.C.............. Colorado
Silver Mesa at Palomino Park L.L.C............. Colorado
Green River at Palomino Park L.L.C............. Colorado
Gold Peak at Palomino Park L.L.C............... Colorado
Palomino Park Telecom L.L.C.................... Colorado
Parkside Cafe at Palomino Park, Inc............ Colorado
Wellsford Commercial Properties Trust.......... Maryland
Wellsford/Whitehall Group, L.L.C............... Delaware
Wellsford Ventures, Inc........................ Maryland
44
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE NO. IN
FORM 10-K
---------
Report of Independent Auditors...........................................F-2
Consolidated Balance Sheets as of December 31, 2000 and 1999.............F-4
Consolidated Statements of Income
for the Years Ended December 31, 2000, 1999 and 1998............F-5
Consolidated Statements of Changes in Shareholders' Equity
for the Years Ended December 31, 2000, 1999 and 1998............F-6
Consolidated Statements of Cash Flows
for the Years Ended December 31, 2000, 1999 and 1998............F-7
Notes to Consolidated Financial Statements...............................F-8
Wellsford/Whitehall Group, L.L.C. Consolidated Financial
Statements and Notes ...........................................F-41
FINANCIAL STATEMENT SCHEDULES
III - Real Estate and Accumulated Depreciation...........................S-1
IV - Mortgage Loans on Real Estate.......................................S-3
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 AUDITORS
To the Shareholders and Board of Directors of
Wellsford Real Properties, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Wellsford Real
Properties, Inc. and subsidiaries (the "Company") as of December 31, 2000 and
1999, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 2000. Our audits also included the financial statement
schedules listed in the Index at Item 14(a). These financial statements and
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedules based on
our audits. We did not audit the financial statements of Second Holding Company,
LLC, a 51% owned joint venture of the Company, for which the Company's net
investment is $27,867,597 as of December 31, 2000 and equity in earnings of
$1,431,835 for the year then ended. These statements were audited by other
auditors whose report has been furnished to us, and in our opinion, insofar as
it relates to the data included for the Company, is based solely on the report
of the other auditors.
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. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits and the report of other auditors
provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of Wellsford Real Properties, Inc. and
subsidiaries at December 31, 2000 and 1999, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
/s/ ERNST & YOUNG LLP
New York, New York
March 14, 2001
F-2
INDEPENDENT AUDITORS' REPORT
The Board of Managers
Second Holding Company, LLC:
We have audited the consolidated balance sheet of Second Holding Company, LLC
and subsidiaries as of December 31, 2000, and the related consolidated
statements of income, members' equity and cash flows for the year then ended
(not presented separately herein). These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Second Holding
Company, LLC and subsidiaries as of December 31, 2000, and the results of their
operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
Chicago, Illinois
February 21, 2001
F-3
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
------------
2000 1999
---- ----
ASSETS
Real estate assets, at cost:
Land ................................................. $ 17,519,701 $ 18,813,000
Buildings and improvements ........................... 110,405,567 116,605,231
------------- -------------
127,925,268 135,418,231
Less:
Accumulated depreciation .......................... (8,248,184) (6,584,328)
Impairment reserve relating to assets held for sale (4,725,000) --
------------- -------------
114,952,084 128,833,903
Residential units available for sale ................. 21,849,581 --
Construction in progress ............................. 22,229,368 30,747,867
------------- -------------
159,031,033 159,581,770
Notes receivable ........................................ 37,824,291 37,259,587
Investment in joint ventures ............................ 120,969,017 114,390,298
------------- -------------
Total real estate assets ................................ 317,824,341 311,231,655
Cash and cash equivalents ............................... 36,368,706 34,739,866
Restricted cash ......................................... 9,921,506 8,467,092
Prepaid and other assets ................................ 11,655,024 11,892,713
------------- -------------
Total assets ............................................ $ 375,769,577 $ 366,331,326
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable ............................... $ 104,403,970 $ 119,314,929
Credit facility ...................................... 12,000,000 --
Accrued expenses and other liabilities ............... 15,152,759 13,891,212
------------- -------------
Total liabilities ....................................... 131,556,729 133,206,141
------------- -------------
Company-obligated, mandatorily redeemable,
convertible preferred securities of WRP
Convertible Trust I, holding solely 8.25%
junior subordinated debentures of Wellsford
Real Properties, Inc. ("Convertible Trust
Preferred Securities") ............................... 25,000,000 --
Minority interest ....................................... 3,230,499 3,433,972
Commitments and contingencies
Shareholders' equity:
Series A 8% convertible redeemable preferred stock,
$.01 par value per share, 2,000,000 shares
authorized, no shares issued and outstanding ...... -- --
Common stock, 98,825,000 shares authorized,
$.02 par value per share - 8,180,475 and
9,441,247 issued and outstanding .................. 163,610 188,825
Class A-1 common stock, 175,000 shares authorized,
$.02 par value per share - 169,903 shares
issued and outstanding ............................ 3,398 3,398
Paid in capital in excess of par value ............... 196,282,360 215,674,726
Retained earnings .................................... 26,714,120 20,246,075
Deferred compensation ................................ (1,788,005) (1,861,677)
Treasury stock, 257,935 and 208,380 shares ........... (5,393,134) (4,560,134)
------------- -------------
Total shareholders' equity ........................... 215,982,349 229,691,213
------------- -------------
Total liabilities and shareholders' equity ........... $ 375,769,577 $ 366,331,326
============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-4
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
---- ---- ----
REVENUES
Rental ............................................... $ 18,681,250 $ 17,874,272 $ 13,126,974
Interest ............................................. 6,256,739 12,295,771 12,888,607
Fee .................................................. 85,800 -- --
------------ ------------ ------------
Total revenues .................................... 25,023,789 30,170,043 26,015,581
------------ ------------ ------------
EXPENSES
Property operating and maintenance ................... 4,351,150 4,027,842 2,786,839
Real estate taxes .................................... 1,609,649 1,545,822 1,201,051
Depreciation and amortization ........................ 4,967,821 6,154,549 3,157,129
Property management .................................. 798,761 673,726 498,596
Interest ............................................. 7,076,122 9,398,630 4,599,309
General and administrative ........................... 6,777,168 7,125,876 5,062,895
------------ ------------ ------------
Total expenses .................................... 25,580,671 28,926,445 17,305,819
Gain on sale of assets, net of impairment
provision of $4,725,000 in 2000 .................... 6,134,851 -- 138,770
Income from joint ventures .............................. 3,246,758 9,621,952 3,523,072
------------ ------------ ------------
Income before minority interest, income taxes
and accrued distributions and amortization
of costs on Convertible Trust Preferred
Securities ......................................... 8,824,727 10,865,550 12,371,604
Minority interest ....................................... (66,221) (54,749) (77,550)
------------ ------------ ------------
Income before taxes and accrued distributions and
amortization of costs on Convertible Trust
Preferred Securities ............................... 8,758,506 10,810,801 12,294,054
Income tax expense ...................................... 1,430,000 1,950,000 2,850,298
------------ ------------ ------------
Income before accrued distributions and amortization
of costs on Convertible Trust Preferred Securities . 7,328,506 8,860,801 9,443,756
Accrued distributions and amortization of costs on
Convertible Trust Preferred Securities, net of
income tax benefit of $510,000 ..................... 860,461 -- --
------------ ------------ ------------
Net income .............................................. $ 6,468,045 $ 8,860,801 $ 9,443,756
============ ============ ============
Net income per common share, basic ...................... $ 0.76 $ 0.86 $ 0.95
============ ============ ============
Net income per common share, diluted .................... $ 0.76 $ 0.86 $ 0.93
============ ============ ============
Weighted average number of common shares outstanding,
basic ............................................. 8,507,631 10,321,012 9,943,153
============ ============ ============
Weighted average number of common shares outstanding,
diluted ........................................... 8,516,321 10,328,744 10,189,581
============ ============ ============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-5
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
COMMON SHARES* TOTAL
-------------- PAID-IN RETAINED DEFERRED SHAREHOLDERS'
SHARES AMOUNT CAPITAL** EARNINGS COMPENSATION EQUITY
------ ------ --------- -------- ------------ ------
BALANCE, JANUARY 1, 1998 ........... 8,498,257 $ 169,965 $ 179,721,827 $ 1,941,518 $ (675,014) $ 181,158,296
Shares issued in connection with
VLP Merger ...................... 1,675,000 33,500 39,329,000 -- -- 39,362,500
Issuance of warrants ............... -- -- 750,000 -- -- 750,000
Director and employee share
grants .......................... 201,949 4,039 3,471,241 -- (2,700,023) 775,257
Amortization of deferred
compensation .................... -- -- -- -- 135,014 135,014
Net income ......................... -- -- -- 9,443,756 -- 9,443,756
--------- ---------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 1998 ......... 10,375,206 207,504 223,272,068 11,385,274 (3,240,023) 231,624,823
Director and employee share
grants .......................... 17,306 346 334,987 -- (250,000) 85,333
Shares repurchased from former
officer and cancellation of share
grants .......................... (43,115) (862) (853,810) -- 780,003 (74,669)
Amortization of deferred
compensation .................... -- -- -- -- 848,343 848,343
Issuance of warrants ............... -- -- 480,992 -- -- 480,992
Shares repurchased and cancelled ... (738,247) (14,765) (12,119,645) -- -- (12,134,410)
Net income ......................... -- -- -- 8,860,801 -- 8,860,801
--------- ---------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 1999 ......... 9,611,150 192,223 211,114,592 20,246,075 (1,861,677) 229,691,213
Director and employee share
grants .......................... 57,960 1,159 911,841 -- (833,000) 80,000
Amortization of deferred
compensation .................... -- -- -- -- 906,672 906,672
Shares repurchased and cancelled ... (1,318,732) (26,374) (21,137,207) -- -- (21,163,581)
Net income ......................... -- -- -- 6,468,045 -- 6,468,045
--------- ---------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 2000 ......... 8,350,378 $ 167,008 $ 190,889,226 $ 26,714,120 $ (1,788,005) $ 215,982,349
========= ========== ============= ============= ============= =============
*Includes 169,903 Class A-1 Common Shares.
**Net of treasury stock.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-6
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................. $ 6,468,045 $ 8,860,801 $ 9,443,756
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization .................... 4,979,927 5,936,944 3,033,569
Amortization of deferred compensation ............ 906,672 848,343 135,014
Undistributed joint venture income ............... -- (674,788) (3,515,359)
Distributions received in excess of joint venture 1,493,056 -- --
income
Undistributed minority interest .................. 66,221 54,749 77,550
Share grants ..................................... -- -- 695,257
Shares issued for director compensation .......... 80,000 85,333 80,000
Gain on sale of assets, net of impairment
provision of $4,725,000 in 2000 ................ (6,134,851) -- (138,770)
Changes in assets and liabilities:
Restricted cash ............................... 506,338 (459,242) (311,940)
Prepaid and other assets ...................... (1,003,471) (498,434) (6,525,355)
Accrued expenses and other liabilities ........ 2,661,548 (297,112) 4,031,091
------------- ------------- -------------
Net cash provided by operating activities ........ 10,023,485 13,856,594 7,004,813
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate assets ...................... (39,026,039) (18,974,593) (125,514,325)
Investments in joint ventures:
Capital contributions ............................. (12,895,201) (16,967,948) (33,511,554)
Returns of capital ................................ 2,886,017 6,091,481 --
Investments in notes receivable ........................ (28,833,000) (49,295,088) (67,230,199)
Repayments of notes receivable ......................... 32,408,296 112,741,492 55,008,523
Proceeds from sale of joint venture investment ......... 1,032,000 -- --
Proceeds from sale of real estate assets ............... 21,650,257 7,238,329 64,132,507
------------- ------------- -------------
Net cash (used in) provided by investing activities (22,777,670) 40,833,673 (107,115,048)
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Convertible Trust Preferred Securities ..... 25,000,000 -- --
Deferred financing costs ............................... (544,360) -- --
Proceeds from credit facilities ........................ 12,000,000 37,000,000 86,500,000
Repayment of credit facilities ......................... -- (54,000,000) (77,000,000)
Proceeds from mortgage notes payable ................... 32,000,000 -- 71,400,000
Interest reserve from mortgage note proceeds ........... (1,960,752)
Repayment of mortgage notes payable .................... (30,939,713) (861,861) (478,210)
Distributions to minority interest ..................... (8,569) (1,498) (84,730)
Costs incurred for reverse stock split ................. (44,364) -- --
Repurchase of common shares ............................ (21,119,217) (12,209,079) --
------------- ------------- -------------
Net cash provided by (used in) financing
activities ...................................... 14,383,025 (30,072,438) 80,337,060
------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents ...... 1,628,840 24,617,829 (19,773,175)
Cash and cash equivalents, beginning of year .............. 34,739,866 10,122,037 29,895,212
------------- ------------- -------------
Cash and cash equivalents, end of year .................... $ 36,368,706 $ 34,739,866 $ 10,122,037
============= ============= =============
SUPPLEMENTAL INFORMATION:
Cash paid during the year for interest, including
amounts capitalized of $2,347,000, $1,071,000
and $803,000, respectively ........................... $ 9,044,373 $ 10,410,110 $ 5,017,279
============= ============= =============
Cash paid during the year for income taxes, net of tax
refunds .............................................. $ (107,095) $ 4,229,164 $ 2,228,336
============= ============= =============
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Shares issued in connection with acquisition of
commercial office properties and notes receivable .... $ 39,362,500
Warrants issued in connection with joint venture
investments .......................................... $ 480,992 $ 750,000
Notes receivable contributed for joint venture interest $ 24,218,113
Note received upon sale of joint venture interest ...... $ 4,128,000
Mortgage note payable assumed upon sale of real estate
asset ................................................ $ 15,971,245
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-7
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. REVERSE STOCK SPLIT
On June 9, 2000, shareholders of Wellsford Real Properties, Inc., a
Maryland corporation, approved a reverse stock split whereby every two
outstanding shares of common stock and class A-1 common stock were
converted into one share of outstanding common stock and class A-1 common
stock. The par value of both classes of stock increased from $0.01 per
share to $0.02 per share and the number of authorized shares was halved
from 197,650,000 to 98,825,000 for common shares and from 350,000 to
175,000 for class A-1 common shares. The reverse split was effective for
trading beginning June 12, 2000. Resulting fractional shares were redeemed
for cash.
All share and per share amounts in the financial statements and the notes
there to have been adjusted for the impact of the split, for all periods
presented.
2. ORGANIZATION AND BUSINESS
Wellsford Real Properties, Inc. (and subsidiaries, collectively the
"Company") was formed on January 8, 1997, as a corporate subsidiary of
Wellsford Residential Property Trust (the "Trust"). The Trust was formed in
1992 as the successor to Wellsford Group Inc. (and affiliates) which was
formed in 1986. On May 30, 1997, the Trust merged (the "Merger") with
Equity Residential Properties Trust ("EQR"). Immediately prior to the
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 Merger,
the Trust distributed to its common shareholders all the outstanding shares
of the Company owned by the Trust (the "Spin-off"). On June 2, 1997, the
Company sold 6,000,000 shares of its common stock in a private placement
(the "Private Placement") to a group of institutional investors at $20.60
per share, the Company's then book value per share.
The Company is a real estate merchant banking firm headquartered in New
York City which acquires, develops, finances and operates real properties
and organizes and invests in private and public real estate companies. The
Company has established three strategic business units ("SBUs") within
which it executes its business plan: (i) commercial property operations
which are held in the Company's subsidiary, Wellsford Commercial Properties
Trust, through its ownership interest in Wellsford/Whitehall Group, L.L.C.
("Wellsford/Whitehall"); (ii) debt and other equity activities through the
Wellsford Capital SBU; and (iii) property development and land operations
through the Wellsford Development SBU.
In December 2000, the Company and various entities affiliated with the
Whitehall Funds, private real estate funds sponsored by Goldman, Sachs &
Co. ("Whitehall"), executed definitive agreements modifying the terms of
the Wellsford/Whitehall joint venture effective January 1, 2001 (the
"Amendments"). The key features of the Amendments provide for the Company
to retain its economic interest in Wellsford/Whitehall, while an affiliate
of Whitehall will become responsible for day-to-day operations. The Company
will maintain its current membership on Wellsford/Whitehall's management
committee and must agree to specified "Major Decisions." Also, as part of
the Amendments, warrants to purchase 2,128,099 of the Company's stock,
which had previously been issued to Whitehall, were returned and cancelled.
Whitehall has also agreed to pay the Company certain specified fees when
Wellsford/Whitehall assets are sold as well as when certain new assets are
acquired by Whitehall affiliates in a newly formed entity.
See Note 13 for additional information regarding the Company's industry
segments.
F-8
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION AND FINANCIAL STATEMENT PRESENTATION. The
accompanying consolidated financial statements include the accounts of
Wellsford Real Properties, Inc. and its majority-owned and controlled
subsidiaries. Investments in entities where the Company does not have a
controlling interest are accounted for under the equity method of
accounting. These investments are initially recorded at cost and are
subsequently adjusted for the Company's proportionate share of the
investment's income (loss), additional contributions or distributions. All
significant inter-company accounts and transactions among Wellsford Real
Properties, Inc. and its subsidiaries have been eliminated in
consolidation.
The accompanying consolidated financial statements 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. Such financial statements have been prepared
using the historical basis of the assets and liabilities and the historical
results of operations related to the Company's assets and liabilities.
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 at the date of purchase to be
cash and cash equivalents.
REAL ESTATE AND DEPRECIATION AND AMORTIZATION. Costs directly related to
the acquisition, development and improvement of real estate are
capitalized, including interest and other costs incurred during the
construction period. Ordinary repairs and maintenance are expensed as
incurred.
Tenant improvements and leasing commissions related to commercial
properties are capitalized and amortized over the terms of the related
leases. Costs incurred to acquire investments in joint ventures are
capitalized and if ascribed to tangible assets are amortized over the life
of the related assets and if ascribed to intangible assets are amortized
over a ten-year period. Depreciation is computed over the expected useful
lives of depreciable property on a straight-line basis, principally 27.5
years for residential buildings and improvements, 40 years for commercial
properties and five to twelve years for furnishings and equipment.
Depreciation and amortization expense was approximately $4,968,000,
$6,155,000 and $3,157,000 in 2000, 1999 and 1998, respectively, and
included approximately $664,000, $1,510,000 and $390,000 of amortization of
certain costs capitalized to the Company's Investment in Joint Ventures in
2000, 1999 and 1998, respectively.
The Company reviews its real estate assets and investments in joint
ventures (collectively its "long-lived assets") for impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. During the fourth quarter of 2000, the
Company made the strategic decision to sell the seven assets which were
originally acquired as part of the 1998 merger with Value Property Trust
("VLP"). The Company sold one asset in December 2000 and two other
properties during January 2001. The Company has determined that the
aggregate carrying amount of the assets sold in 2001 and the four other
assets which remain available for sale is less than the amounts expected to
be ultimately realized upon sale, less selling expenses. The Company
anticipates selling the remaining four properties during 2001. Accordingly,
the Company has recorded an impairment provision of $4,725,000 which is
reflected in the accompanying consolidated statements of income as an
offset to the gain on the property sold in December 2000 of approximately
$4,943,000. The Company will not record depreciation expense in 2001
related to these assets.
F-9
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
During the year ended December 31, 1999, the Company determined that one of
its joint venture investments, Creamer Vitale Wellsford, L.L.C. ("CVW") was
impaired due to lower than expected operating results and accordingly wrote
the asset down by approximately $912,000 to its then estimated fair value
by recording additional depreciation and amortization expense in the
accompanying consolidated financial statements. Fair value was based on
estimated future cash flows to be generated by the long-lived asset,
discounted at a market rate. In September 2000, the Company recorded
additional depreciation and amortization expense of $145,000 as one of the
two principals left CVW to pursue other employment and the venture was
terminated. There were no such impairment provisions recorded during the
year ended December 31, 1998.
REAL ESTATE - RESIDENTIAL UNITS AVAILABLE FOR SALE. The Company's
residential units available for sale are recorded at the lower of
historical cost or market value based upon current conditions. As units are
sold, the cost of each unit will be charged to cost of sales based upon its
relative sales value.
DEFERRED FINANCING COSTS. Deferred financing costs consist of costs
incurred to obtain financing or financing commitments including the
issuance of the Convertible Trust Preferred Securities. Such costs are
amortized over the expected term of the respective agreements.
MORTGAGE NOTE RECEIVABLE IMPAIRMENT. The Company considers a note impaired
if, based on current information and events, it is probable that all
amounts due under the note agreement are not collectable. Impairment is
measured based upon the fair value of the underlying collateral. No
impairment has been recorded during the years ended December 31, 2000, 1999
and 1998.
INCOME RECOGNITION. Commercial properties are leased under operating
leases. Rental revenue is recognized on a straight-line basis over the
terms of the respective leases. Residential communities are leased under
operating leases with terms of generally six to 14 months. Rental revenue
is recognized monthly as it is earned. Interest income is recorded on an
accrual basis over the life of the loan. Sales of real estate assets are
recognized at closing, subject to receipt of down payments and other
requirements in accordance with applicable accounting guidelines.
SHARE BASED COMPENSATION. Statement of Financial Accounting Standard
("SFAS") 123 "Accounting for Stock-Based Compensation" establishes a fair
value based method of accounting for share based compensation plans,
including share options. However, registrants may elect to continue
accounting for share option plans under Accounting Principles Board Opinion
("APB") 25, but are required to provide pro forma net income and earnings
per share information "as if" the new fair value approach had been adopted.
Because the Company has elected to continue to account for its share based
compensation plans under APB 25, there has been no impact on the Company's
consolidated financial statements resulting from SFAS 123.
Shares issued pursuant to the Company's deferred compensation plan are
recorded at the market price on the date of issuance and amortized over the
respective vesting periods.
INCOME TAXES. The Company accounts for income taxes under SFAS 109
"Accounting for Income Taxes." Deferred income tax assets and liabilities
are determined based upon differences between financial reporting and tax
bases 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.
F-10
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. 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, warrants and
Convertible Trust Preferred Securities.
The following table details the computation of earnings per share, basic
and diluted:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
---- ---- ----
Numerator for net income per common share, basic and diluted $ 6,468,045 $ 8,860,801 $ 9,443,756
=========== =========== ===========
Denominator:
Denominator for net income per common share, basic--
Weighted average common shares ..................... 8,507,631 10,321,012 9,943,153
Effect of dilutive securities:
Employee stock options ............................. 8,690 7,732 97,925
Convertible Trust Preferred Securities ............. -- -- --
Warrants ........................................... -- -- 148,503
----------- ----------- -----------
Denominator for net income per common share, diluted--
Weighted average common shares ..................... 8,516,321 10,328,744 10,189,581
=========== =========== ===========
Net income per common share, basic ......................... $ 0.76 $ 0.86 $ 0.95
=========== =========== ===========
Net income per common share, diluted ....................... $ 0.76 $ 0.86 $ 0.93
=========== =========== ===========
ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles 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.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS. In June 1998, SFAS No.
133--ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES was
issued. In June1999, SFAS No. 137--ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES--DEFERRAL OF THE EFFECTIVE DATE OF FASB STATEMENT
NO. 133 (AN AMENDMENT OF FASB STATEMENT NO. 133) was issued. SFAS No. 137
extended the required date of adoption of SFAS No. 133 to the fiscal year
beginning June 15, 2000. Although SFAS No. 137 permits early adoption, the
Company will adopt SFAS No. 133 effective January 1, 2001. The Company does
not anticipate that the adoption of SFAS No. 133 will have a material
effect on its results of operations or financial position.
RECLASSIFICATION. Amounts in certain accounts have been reclassified to
conform to the current year presentation.
F-11
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
4. RESTRICTED CASH
Restricted cash primarily consists of deferred compensation arrangement
deposits and debt service and construction reserve balances. At December
31, 2000 and 1999, deferred compensation arrangement deposits amounted to
approximately $7,009,000 and $6,335,000, respectively, and reserve balances
amounted to approximately $2,913,000 and $2,132,000, respectively. Deferred
compensation arrangement deposits are made solely by, and at the discretion
of, the Company's officers and employees who participate in the plan.
5. NOTES RECEIVABLE
At December 31, 2000 and 1999, notes receivable consisted of the following:
BALANCE AT DECEMBER 31,
STATED PAYMENT -----------------------
NOTES RECEIVABLE (A) INTEREST RATE MATURITY DATE TERMS 2000 1999
-------------------- ------------- ------------- ----- ---- ----
277 Park Loan ........... 12.00% May 2007 Interest only $25,000,000 $25,000,000
Patriot Loan ............ LIBOR + 4.75% July 2002 Interest only 5,000,000 5,000,000
Guggenheim .............. 8.25% December 2005 (C) 4,128,000 --
Safeguard Credit Facility LIBOR + 4.00% April 2001 (B) Interest only 2,900,000 2,900,000
Abbey Credit Facility ... LIBOR + 4.00% September 2000 Interest only -- 4,251,486
Other ................... Various Various Various 796,291 108,101
----------- -----------
$37,824,291 $37,259,587
=========== ===========
- ----------
(A) For additional information regarding notes receivable, see Footnote 13,
"Segment Information, Debt and Equity Investments."
(B) On January 30, 2001, the outstanding balance of $2,900,000 was paid in full
and the Safeguard Credit Facility was terminated.
(C) Provides for annual principal paydowns and interest from the sale of equity
interests in The Liberty Hampshire Company, L.L.C. ("Liberty Hampshire").
6. DEBT
At December 31, 2000 and 1999, the Company's debt consisted of the
following:
BALANCE AT DECEMBER 31,
-----------------------
DEBT/PROJECT MATURITY DATE STATED INTEREST RATE 2000 1999
------------ ------------- -------------------- ---- ----
WRP Bank Facility ....................... May 2000 LIBOR + 1.75% (A) $ -- $ --
Wellsford Finance Facility .............. January 2002 LIBOR + 2.75% (A) 12,000,000 --
------------ ------------
Total credit facility ................... 12,000,000 --
------------ ------------
Palomino Park Bonds (B) ................. December 2035 Variable (C) 12,680,000 14,755,000
Blue Ridge Mortgage ..................... January 2008 6.92% (D) 33,354,235 33,762,791
Red Canyon Mortgage ..................... December 2008 6.68% (D) 26,369,735 26,683,184
Silver Mesa Conversion Loan ............. December 2003 LIBOR + 2.00% (A) 32,000,000 --
Wellsford Capital Mortgage (E) .......... October 2001 LIBOR + 2.75% (A) -- 28,000,000
Sonterra Mortgage (F) ................... March 2008 6.87% (D) -- 16,113,954
------------ ------------
Total mortgage notes payable ............ 104,403,970 119,314,929
------------ ------------
Total debt .............................. $116,403,970 $119,314,929
============ ============
Carrying amount of real estate assets
collateralizing mortgage notes payable $135,448,371 $159,581,770
============ ============
- ----------
(A) Applicable LIBOR rates approximated 6.82% and 6.30% at December 31, 2000
and 1999, respectively.
(B) Mortgage secures tax-exempt bonds.
(C) Rate approximates the Standard & Poor's / J.J. Kenney index for short-term
high grade tax-exempt bonds (average rate for 2000 was approximately
4.15%).
(D) Principal payments are made based on a 30-year amortization schedule.
(E) Repaid in December 2000. Secured by the original seven properties acquired
in the VLP Merger.
(F) The Sonterra property was sold in November 2000 and the mortgage was
assumed by the buyer.
F-12
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
DEBT (CONTINUED)
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"). In
June 2000, the Company obtained a five-year AAA rated letter of credit from
Commerzbank AG to provide additional collateral for the Palomino Park
Bonds. This letter of credit replaced an expiring letter of credit. The
Company will incur an annual fee of approximately $142,000 related to this
enhancement and paid an origination fee of approximately $158,000 upon
closing. The letter of credit agreement provides for the Company to meet
certain financial operating and balance sheet covenants. An affiliate of
EQR has guaranteed Commerzbank AG's letter of credit. The Company incurred
aggregate fees of $392,000 and $246,000 for the years ended December 31,
2000 and 1999 respectively, related to all of the credit enhancements for
the Palomino Park Bonds.
In November 2000, in conjunction with the conversion of the Silver Mesa
phase to a condominium project, the Company made a repayment of $2,075,000
of bond principal.
In May 1997, the Company obtained a $50,000,000 two-year line of credit
(extendable for one year) from Fleet National Bank and Morgan Guaranty
Trust Company of New York (the "WRP Bank Facility"). The WRP Bank Facility
was secured by a capital contribution commitment and a $25,000,000 note
receivable. In May 1999, the Company modified the WRP Bank Facility to
extend the maturity date to May 2000. The modified WRP Bank Facility bore
interest at LIBOR + 1.75% per annum and the Company paid a fee equal to
three-eighths of one percent (0.375%) per annum on the average daily amount
of the unused portion of the WRP Bank Facility until maturity. Prior to the
modification, the Company was obligated to pay a fee equal to one-quarter
of one percent (0.25%) per annum on the average daily amount of the unused
portion of the WRP Bank Facility. In May 2000, the WRP Bank Facility was
terminated in conjunction with a private placement of securities to EQR.
The Company did not borrow funds under this facility during 2000 prior to
its termination.
In January 1999, a wholly-owned subsidiary of the Company obtained a
$35,000,000 loan facility (the "Wellsford Finance Facility") from Fleet
National Bank. In June 2000, the Company modified the terms of the
Wellsford Finance Facility and reduced the maximum borrowing amount to
$20,000,000. The Wellsford Finance Facility which is secured by a
$25,000,000 note receivable, bears interest at LIBOR + 2.75% per annum and
matures in January 2002. The Company paid an origination fee of $75,000 and
is obligated to pay a fee equal to 0.25% per annum on the average daily
amount of the unused portion of the facility until maturity. At December
31, 2000, the outstanding balance under the Wellsford Finance Facility was
$12,000,000. The balance was completely repaid on January 4, 2001. This
facility provides for the Company to meet certain financial operating and
balance sheet covenants.
F-13
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
DEBT (CONTINUED)
The Company's long-term debt maturities for the next five years and
thereafter are as follows:
SILVER MESA WELLSFORD
CONVERSION FINANCE
FOR THE YEARS ENDED DECEMBER 31, MORTGAGES LOAN (A) FACILITY (B) TOTAL
- -------------------------------- --------- -------- ------------ -----
2001............................ $ 773,000 $ 8,000,000 $ 12,000,000 $ 20,773,000
2002............................ 827,000 8,000,000 -- 8,827,000
2003............................ 885,000 16,000,000 -- 16,885,000
2004............................ 948,000 -- -- 948,000
2005............................ 1,014,000 -- -- 1,014,000
Thereafter...................... 67,957,000 -- -- 67,957,000
- ----------
(A) Approximately 90% of sales proceeds per unit goes toward principal
repayments. The Company expects such payments to exceed the above required
minimum principal repayments in each year.
(B) Wellsford Finance Facility matures in January 2002; the Company repaid the
outstanding balance of $12,000,000 on January 4, 2001.
The Company capitalizes interest related to buildings and condominiums
under construction and renovation to the extent such assets qualify for
capitalization. Total interest capitalized on consolidated assets during
the years ended December 31, 2000, 1999 and 1998 and was approximately
$2,347,000, $1,071,000 and $803,000, respectively.
7. CONVERTIBLE TRUST PREFERRED SECURITIES
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 is a consolidated subsidiary of the Company
("WRP Trust I"), with an aggregate liquidation amount of $25,000,000 (the
"Convertible Trust Preferred Securities"). 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 Company's 8.25%
Convertible Junior Subordinated Debentures ("Convertible Debentures"),
which mature on May 4, 2022. The net proceeds from the sale of the
Convertible Debentures, after transaction costs, will be used by the
Company for general corporate purposes. The transactions between WRP Trust
I and the Company are eliminated in the consolidated financial statements
of the Company. The Company incurred approximately $450,000 of costs in
connection with the issuance of the securities.
The Convertible Trust Preferred Securities are convertible into 1,123,696
common shares at $22.248 per share and are redeemable in whole or in part
by the Company on or after May 30, 2002. EQR can require redemption on or
after May 30, 2012 unless the Company exercises one of its two five-year
extensions (subject to an interest adjustment to the then prevailing market
rates if higher than 8.25% per annum). The redemption rights are subject to
certain other terms and conditions contained in the related agreements. In
connection with this issuance, the Company simultaneously terminated the
$50,000,000 WRP Bank Facility.
F-14
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
8. INCOME TAXES
The components of the income tax provision are as follows:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
---- ---- ----
Current federal tax ........ $ 3,005,000 $ 700,000 $ 2,756,165
Current state and local tax 905,000 930,000 909,197
Deferred federal tax ....... (1,820,000) 240,000 (693,965)
Deferred state and local tax (660,000) 80,000 (121,099)
----------- ----------- -----------
$ 1,430,000 $ 1,950,000 $ 2,850,298
=========== =========== ===========
The reconciliation of income tax computed at the U.S. federal statutory
rate to income tax expense is as follows:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------------
2000 1999 1998
---- ---- ----
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ ------- ------ -------
Tax at U.S. statutory rate ............ $ 3,065,000 35.00% $ 3,785,000 35.00% $ 4,302,919 35.00%
State taxes, net of federal benefit ... 335,000 3.82% 660,000 6.11% 944,153 7.68%
State and local tax operating loss
carryforwards, net of federal
taxes .............................. (175,000) (1.99) -- -- -- --
Change in valuation allowance, net .... (1,742,000) (19.89%) (2,425,000) (22.43%) (2,345,007) (19.07%)
Non-deductible/non-taxable items, net . 35,000 0.39% (70,000) (0.64%) 12,355 0.10%
Effect of difference in tax rate ...... (88,000) (1.00%) -- -- (64,122) (0.53%)
----------- ----- ----------- ----- ----------- -----
$ 1,430,000 16.33% $ 1,950,000 18.04% $ 2,850,298 23.18%
=========== ===== =========== ===== =========== =====
The aforementioned income tax expense for 2000 is prior to the Federal,
state and local tax benefit aggregating $510,000 attributable to the
Convertible Trust Preferred Securities distributions and amortization.
The Company has net operating loss ("NOL") carryforwards, for Federal
income tax purposes, resulting from the Company's merger with VLP in 1998.
The NOLs aggregate $64,708,692 at December 31, 2000, expire in the years
2008 through 2012 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.
F-15
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 and the amounts used for income tax purposes.
Significant components of the Company's deferred tax assets and liabilities
are as follows:
DECEMBER 31,
------------
2000 1999
---- ----
Deferred Tax Assets
- -------------------
Net operating loss ......................... $ 22,000,950 $ 23,927,267
Deferred compensation arrangements ......... 3,193,971 2,779,540
AMT credit carryforward .................... -- 549,799
Value Property Trust asset basis differences 1,253,478 --
Other ...................................... 418,558 492,914
26,866,957 27,749,520
------------ ------------
Valuation allowance ........................ (17,472,331) (18,984,217)
------------ ------------
Total deferred tax assets .................. 9,394,626 8,765,303
------------ ------------
Deferred Tax Liabilities
- ------------------------
VLP asset basis differences ................ -- (1,992,584)
Palomino Park asset basis differences ...... (846,397) --
Wellsford/Whitehall net income in excess
of taxable income ....................... (1,874,731) (2,179,562)
Other ...................................... (89,558) (127,712)
------------ ------------
Total deferred tax liabilities ............. (2,810,686) (4,299,858)
------------ ------------
Net deferred tax asset ..................... $ 6,583,940 $ 4,465,445
============ ============
SFAS 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 a $17,472,331 and $18,984,217
valuation allowance at December 31, 2000 and 1999, respectively, is
necessary. The valuation allowance relates to the NOL carryforwards and the
deferred compensation arrangements.
9. TRANSACTIONS WITH AFFILIATES
The Company earned approximately $703,000, $517,000 and $36,000 in interest
income and $600,000 $600,000 and $300,000 in management fees during the
years ended December 31, 2000, 1999 and 1998, respectively, from
Wellsford/Whitehall. In 2000, the Company also earned approximately $86,000
of additional fees from Whitehall relating to asset acquisitions as
provided for in the Amendments. Approximately $86,000 and $463,000 was due
to the Company from Whitehall and Wellsford/Whitehall at December 31, 2000
and 1999, respectively.
In September 1999, the Company purchased a commercial liability insurance
policy for all of the Company's assets, through an affiliate of Whitehall.
The total billings related to this policy were approximately $166,000 and
$45,000 for the years ended December 31, 2000 and 1999, respectively.
The seven VLP properties are managed by another affiliate of Whitehall.
Management fees expensed during the years ended December 31, 2000, 1999 and
1998, were approximately $242,000, $140,000 and $115,000, respectively.
Simultaneous with the VLP merger transaction in February 1998, the Company
sold 13 of the 20 VLP properties to another affiliate of Whitehall for an
aggregate of approximately $64,000,000.
F-16
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
TRANSACTIONS WITH AFFILIATES (CONTINUED)
As part of the terms of the Merger, two of the Company's executive officers
are on the board of directors of EQR. In addition, the president of EQR is
a member of the Company's board of directors. EQR had a 14.15% and 20%
interest in the Company's residential project in Denver, Colorado at
December 31, 2000 and 1999, respectively.
The Company has direct and indirect investments in a real estate market
research internet company, Reis Reports, Inc. ("Reis"), a leading provider
of real estate market information to institutional investors. At December
31, 2000, the Company's aggregate investment in Reis was $6,575,000, or 22%
of Reis' equity on an as converted basis. The primary shareholder of Reis
is the brother of Mr. Lynford, Chairman of the Company. The Company's
President was appointed to the board of directors of Reis during the third
quarter of 2000. The Chairman, President and certain directors of the
Company who have invested directly in Reis have and will continue to recuse
themselves from any investment decisions made by the Company pertaining to
Reis.
See Notes 6 and 13 for additional related party information.
10. SHAREHOLDERS' EQUITY
The Company has issued shares to executive officers and other employees
through annual bonus and/or deferred compensation awards, as well as
certain shares issued at the date of the Merger, pursuant to the Company's
non-qualified deferred compensation plan. At December 31, 2000, an
aggregate of 261,684 shares, which had an aggregate market value of
approximately $5,467,000 at the respective dates of issuance, have been
classified as Treasury Stock in the Company's consolidated financial
statements. Such shares are held in a Rabbi Trust and are accounted for
pursuant to existing accounting literature. The bonus awards vest
immediately and the deferred compensation awards vest over various periods
ranging from two to five years as long as the officer or employee is still
employed by the Company. A summary of activity for the three years ended
December 31, 2000 follows:
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------------------------
2000 1999 1998
---- ---- ----
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,
January 1................. 208,380 244,836 46,063
Shares issued as bonus awards. -- -- 46,659 $ 17.75
Shares issued as deferred
compensation awards....... 53,305 $ 15.69 12,941 $20.00/$17.00 152,114 $ 17.75
Shares re-acquired at
termination of employment.... -- (39,517) $17.75/$31.50 --
Shares released under terms of
agreements................ (3,750) $ 20.00 (9,880) $17.75/$31.50 --
------- ------- -------
Balance at December 31........ 257,935 208,380 244,836
======= ======= =======
Shares vested at December 31.. 147,911 117,875 75,580
======= ======= =======
During the years ended December 31, 2000, 1999 and 1998, the Company
recorded costs approximating $907,000, $848,000 and $135,000, respectively,
pursuant to the issuances under the deferred compensation arrangements.
Such amounts are included in General and Administrative expenses in the
Company's consolidated financial statements.
F-17
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SHAREHOLDERS' EQUITY (CONTINUED)
The Company implemented two separate programs to repurchase an aggregate of
1,000,000 outstanding shares of its common stock during 1999. One program
allowed the Company to repurchase common shares on the open market, while
the odd-lot share program offered identified eligible shareholders owning
fewer than 50 shares the opportunity to sell all of their shares back to
the Company. These programs resulted in 738,247 shares being repurchased
and cancelled by December 31, 1999, at an average purchase price of $16.36
per common share.
In February 2000, the Company repurchased 1,286,816 shares of its
outstanding common stock from an institutional investor for approximately
$20,589,000 or $16.00 per common share. In April 2000, the Company's Board
of Directors authorized the repurchase of up to 1,000,000 additional shares
of its outstanding common stock. The Company intends to repurchase the
shares from time to time by means of open market purchases depending on
availability of shares, the Company's cash position, the price per share
and other corporate matters. No minimum number or value of shares to be
repurchased has been fixed. Pursuant to this program, 29,837 shares have
been repurchased. Total shares repurchased during the year ended December
31, 2000 were 1,318,732, at an average purchase price of $16.01 per share.
In July 1999, the Company purchased 3,598 common shares at the current
market price of $20.75 per share from an officer who resigned.
The Company issued an aggregate of 4,655 and 4,365 common shares during
2000 and 1999, as part of the non-cash compensation arrangements to the
non-employee members of the Company's Board of Directors, which were valued
in the aggregate at approximately $80,000 and $85,000, respectively.
In February 1998, the Company issued 1,675,000 shares of its common stock
at $23.50 per share in connection with the VLP Merger.
In prior years, the Company had issued a total of 2,202,099 warrants
(including 61,984 issued during 1999), to purchase shares of common stock
to certain joint venture partners, including 2,128,099 to Whitehall and
74,000 to its partners in CVW. Pursuant to the December 2000 Amendments,
the Whitehall Warrants were returned and cancelled. The remaining warrants
are all exercisable and expire in 2003.
In May 2000, the Company exchanged the 169,903 shares of class A common
stock held by EQR for a like number of shares of the Company's class A-1
common stock. The class A-1 common stock's par value is $0.02 per share and
has rights substantially similar to the class A common stock.
Approximately $2,712,000 of the Company's retained earnings at December 31,
2000 relates to undistributed earnings of the Company's joint venture
investments. Distributions from Second Holding are limited to 48% of
earnings. The balance above principally reflects this retained amount.
The Company did not declare or distribute any dividends during 2000, 1999
or 1998.
11. SHARE OPTION PLANS
The Company has adopted certain incentive plans for the purpose of
attracting and retaining the Company's directors, officers and employees.
The Company has established share option and management incentive plans
(the "Incentive Plans") which reserved 2,538,118 common shares for issuance
under the Incentive Plans. Options granted under the Incentive Plans expire
ten years from the date of grant, vest over periods ranging generally from
six months to five years, and generally contain the right to receive reload
options under certain conditions.
F-18
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SHARE OPTION PLANS (CONTINUED)
The following table presents the changes in options outstanding by year, as
well as other plan data:
2000 1999 1998
---------------------- ---------------------- -----------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
------- ----- ------- ----- ------- -----
Outstanding at January 1 ............. 1,794,680 $ 24.16 1,779,305 $ 25.58 1,473,805 $ 24.40
Granted .............................. 19,250 16.15 206,125 17.33 318,000 31.17
Exercised ............................ -- -- -- -- -- --
Forfeited ............................ (52,275) (21.00) (190,750) (30.08) (12,500) (27.30)
Expired .............................. -- -- -- -- -- --
--------- --------- ---------
Outstanding at December 31 ........... 1,761,655 24.20 1,794,680 24.16 1,779,305 25.58
========= ========= =========
Options exercisable at December 31 .. 1,234,096 $ 23.51 672,825 $ 24.22 286,059 $ 24.72
========= ========= ========= ========= ========= =========
Weighted average fair value of options
granted (per option) ............ $ 9.57 $ 10.28 $ 11.25
========= ========== =========
Weighted average remaining
contractual life at December 31 .. 6.9 years 7.9 years 7.7 years
Pursuant to SFAS 123, described in Note 2, the pro forma net income
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 using the Black-Scholes option pricing
model) is as follows:
(amounts in thousands, except per share amounts)
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
---- ---- ----
Net income - as reported.................... $ 6,468 $ 8,861 $ 9,444
Expense..................................... 2,045 2,112 2,024
----------- ---------- -----------
Net income - pro forma...................... $ 4,423 $ 6,749 $ 7,420
=========== =========== ==========
Net income per common share, basic:
As reported............................. $ 0.76 $ 0.86 $ 0.95
=========== =========== ==========
Pro forma............................... $ 0.52 $ 0.66 $ 0.75
=========== =========== ==========
Net income per common share, diluted:
As reported............................. $ 0.76 $ 0.86 $ 0.93
=========== =========== ==========
Pro forma............................... $ 0.52 $ 0.66 $ 0.73
=========== =========== ===========
Assumptions:
Expected volatility ranges.............. 37% to 38% 36% to 37% 26% to 38%
Expected life........................... 10 years 10 years 10 years
Risk-free interest rate ranges.......... 5.45% to 6.24% 4.68% to 6.08% 4.89% to 5.79%
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 Company's 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 management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee share options.
F-19
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
12. COMMITMENTS AND CONTINGENCIES
The Company has entered into employment agreements with five of its
officers. Such agreements are for terms which expire between 2001 and 2003,
and provide for aggregate minimum annual fixed payments of approximately
$1,059,000, $1,033,000 and $349,000 in 2001, 2002 and 2003, respectively.
As a commercial real estate owner, the Company and its principal joint
venture are subject to potential environmental costs. At December 31, 2000,
management of the Company is not aware of any environmental concerns that
would have a material adverse effect on the Company's financial condition,
results of operations or cash flows.
From time-to-time, legal actions are brought against the Company in the
ordinary course of business. In the opinion of management, such matters
will not have a material effect on the Company's 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 are made based on a
discretionary amount determined by the Company's management. Employer
contributions, if any, are based upon the amount contributed by an
employee. During the years ended December 31, 2000, 1999 and 1998, the
Company made contributions of approximately $35,000, $43,000 and $12,000,
respectively.
The Company is a tenant under operating leases for its New York and Denver
offices. Rent expense was approximately $853,000, $812,000 and $233,000 for
the years ended December 31, 2000, 1999 and 1998 which includes base rent
plus other charges. Future minimum lease payments under operating leases at
December 31, 2000 are as follows:
FOR THE YEARS ENDED DECEMBER 31, AMOUNT
-------------------------------- ------
2001.................................. $ 769,000
2002.................................. 758,000
2003.................................. 753,000
2004.................................. 815,000
2005.................................. 815,000
Thereafter............................ 2,310,000
The Company and its joint venture partner, Whitehall, each have made
limited guarantees for certain debt obligations on behalf of
Wellsford/Whitehall. The Company and Whitehall each have guaranteed joint
and severally up to a 50% share of the principal amount of $24,500,000 and
a 50% share of interest on the current outstanding balance of $224,250,000
on the term and mezzanine loans in the event of certain defaults or
non-compliance by Wellsford/Whitehall.
F-20
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
COMMITMENTS AND CONTINGENCIES (CONTINUED)
At December 31, 2000, the Company had capital commitments to certain joint
venture investments. The Company may make additional equity investments
subject to board approval if deemed prudent to do so to protect or enhance
its existing investment. At December 31, 2000, capital commitments are as
follows:
COMMITMENT AMOUNT
---------- ------
Wellsford/Whitehall equity.......... $ 8,468,000
Wellsford/Whitehall loan............ 4,000,000 (A)
Clairborne Prudential equity........ 10,208,000 (B)
- ----------
(A) Pursuant to the Amendments, the Company could provide for up to 40% of a
$10,000,000 loan to, or equity investment in, the venture with its joint
venture partner, Whitehall committed to fund the remaining $6,000,000.
(B) Capital calls are subject to the Company's approval of such investments.
F-21
13. SEGMENT INFORMATION
The Company's operations are organized into three SBUs. The following table
presents condensed balance sheet and operating data for these SBUs for
2000, 1999 and 1998:
(amounts in thousands)
COMMERCIAL DEBT AND DEVELOPMENT
PROPERTY EQUITY AND LAND
INVESTMENTS INVESTMENTS INVESTMENTS OTHER* CONSOLIDATED
----------- ----------- ----------- ------ ------------
DECEMBER 31, 2000
-----------------
Investment properties:
Real estate held for investment, net . $ -- $ -- $ 113,598 $ -- $ 113,598
Real estate held for sale, at expected
net sales value** ................. -- 23,583 -- -- 23,583
Residential units available for sale . -- -- 21,850 -- 21,850
--------- --------- --------- --------- ---------
Real estate, net ........................ $ -- $ 23,583 $ 135,448 $ -- $ 159,031
Notes receivable ........................ -- 37,824 -- -- 37,824
Investment in joint venture ............. 82,820 38,149 -- -- 120,969
Cash and cash equivalents ............... 93 9,830 168 26,278 36,369
Restricted cash and other assets ........ -- 10,882 3,577 7,118 21,577
--------- --------- --------- --------- ---------
Total assets ............................ $ 82,913 $ 120,268 $ 139,193 $ 33,396 $ 375,770
========= ========= ========= ========= =========
Mortgage notes payable .................. $ -- $ -- $ 104,404 $ -- $ 104,404
Credit facilities ....................... -- 12,000 -- -- 12,000
Accrued expenses and other
liabilities ......................... -- 4,380 2,124 8,649 15,153
Convertible Trust Preferred
Securities .......................... -- -- -- 25,000 25,000
Minority interest ....................... 37 -- 3,193 -- 3,230
Equity .................................. 82,876 103,888 29,472 (253) 215,983
--------- --------- --------- --------- ---------
Total liabilities and equity ............ $ 82,913 $ 120,268 $ 139,193 $ 33,396 $ 375,770
========= ========= ========= ========= =========
YEAR ENDED DECEMBER 31, 2000
----------------------------
Rental .................................. $ -- $ 6,096 $ 12,585 $ -- $ 18,681
Interest ................................ -- 4,436 -- 1,821 6,257
Fee ..................................... -- -- -- 86 86
--------- --------- --------- --------- ---------
Total revenues .......................... -- 10,532 12,585 1,907 25,024
--------- --------- --------- --------- ---------
Operating expenses ...................... -- 2,658 4,102 -- 6,760
Depreciation and amortization ........... 409 1,355 3,097 107 4,968
Interest ................................ -- 3,118 4,858 (900) 7,076
General and administrative .............. -- 171 -- 6,606 6,777
--------- --------- --------- --------- ---------
Total expenses .......................... 409 7,302 12,057 5,813 25,581
--------- --------- --------- --------- ---------
Gain on sale of assets, net of
impairment provision of
$4,725,000*** ....................... -- 2,710 3,425 -- 6,135
Minority interest ....................... -- -- (66) -- (66)
Income from joint ventures .............. 1,674 1,573 -- -- 3,247
--------- --------- --------- --------- ---------
Income (loss) before taxes .............. $ 1,265 $ 7,513 $ 3,887 $ (3,906) $ 8,759
========= ========= ========= ========= =========
- ----------
*Includes corporate cash, 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.
**Real estate held for sale in the Debt and Equity Investments SBU is net of a
$4,725,000 impairment reserve.
***Impairment provision pertains to assets in the Debt and Equity Investments
SBU.
F-22
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
(amounts in thousands)
COMMERCIAL DEBT AND DEVELOPMENT
PROPERTY EQUITY AND LAND
INVESTMENTS INVESTMENTS INVESTMENTS OTHER* CONSOLIDATED
----------- ----------- ----------- ------ ------------
DECEMBER 31, 1999
-----------------
Real estate, net ................ $ -- $ 38,103 $ 121,479 $ -- $ 159,582
Notes receivable ................ -- 37,260 -- -- 37,260
Investment in joint ventures .... 79,688 34,702 -- -- 114,390
Cash and cash equivalents ....... 67 28,694 172 5,807 34,740
Restricted cash and other assets -- 8,142 1,881 10,336 20,359
--------- --------- --------- --------- ---------
Total assets .................... $ 79,755 $ 146,901 $ 123,532 $ 16,143 $ 366,331
========= ========= ========= ========= =========
Mortgage notes payable .......... $ -- $ 28,000 $ 91,315 $ -- $ 119,315
Credit facilities ............... -- -- -- -- --
Accrued expenses and other
liabilities ................. -- 1,908 1,396 10,587 13,891
Minority interest ............... 46 -- 3,388 -- 3,434
Equity .......................... 79,709 116,993 27,433 5,556 229,691
--------- --------- --------- --------- ---------
Total liabilities and equity .... $ 79,755 $ 146,901 $ 123,532 $ 16,143 $ 366,331
========= ========= ========= ========= =========
YEAR ENDED DECEMBER 31, 1999
----------------------------
Rental .......................... $ -- $ 5,545 $ 12,329 $ -- $ 17,874
Interest ........................ -- 11,707 -- 589 12,296
--------- --------- --------- --------- ---------
Total revenue ................... -- 17,252 12,329 589 30,170
--------- --------- --------- --------- ---------
Operating expenses .............. -- 2,561 3,686 -- 6,247
Depreciation and amortization ... 337 2,509 2,999 309 6,154
Interest ........................ -- 4,346 4,827 226 9,399
General and administrative ...... -- 1,131 -- 5,995 7,126
--------- --------- --------- --------- ---------
Total expenses .................. 337 10,547 11,512 6,530 28,926
--------- --------- --------- --------- ---------
Gain on sale of assets .......... -- -- -- -- --
Income from joint ventures ...... 7,183 2,439 -- -- 9,622
Minority interest ............... -- (1) (54) -- (55)
--------- --------- --------- --------- ---------
Income (loss) before taxes ...... $ 6,846 $ 9,143 $ 763 $ (5,941) $ 10,811
========= ========= ========= ========= =========
- ----------
*See footnote * on page F-22.
F-23
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
(amounts in thousands)
COMMERCIAL DEBT AND DEVELOPMENT
PROPERTY EQUITY AND LAND
INVESTMENTS INVESTMENTS INVESTMENTS OTHER* CONSOLIDATED
----------- ----------- ----------- ------ ------------
DECEMBER 31, 1998
-----------------
Real estate, net ............... $ -- $ 37,666 $ 112,657 $ -- $ 150,323
Notes receivable ............... -- 124,707 -- -- 124,707
Investment in joint ventures ... 69,529 11,248 -- -- 80,777
Cash and cash equivalents ...... 49 2,333 153 7,588 10,123
Other assets ................... -- 8,078 2,257 8,706 19,041
--------- --------- --------- --------- ---------
Total assets ................... $ 69,578 $ 184,032 $ 115,067 $ 16,294 $ 384,971
========= ========= ========= ========= =========
Mortgage notes payable ......... $ -- $ 28,000 $ 92,177 $ -- $ 120,177
Credit facilities .............. -- -- -- 17,000 17,000
Accrued expenses and other
liabilities ................ -- 2,660 2,451 7,677 12,788
Minority interest .............. 47 -- 3,334 -- 3,381
Equity ......................... 69,531 153,372 17,105 (8,383) 231,625
--------- --------- --------- --------- ---------
Total liabilities and equity ... $ 69,578 $ 184,032 $ 115,067 $ 16,294 $ 384,971
========= ========= ========= ========= =========
YEAR ENDED DECEMBER 31, 1998
----------------------------
Rental ......................... $ -- $ 4,761 $ 8,366 $ -- $ 13,127
Interest ....................... -- 12,130 401 357 12,888
--------- --------- --------- --------- ---------
Total revenue .................. -- 16,891 8,767 357 26,015
--------- --------- --------- --------- ---------
Operating expenses ............. -- 2,087 2,399 -- 4,486
Depreciation and amortization .. 175 842 2,040 100 3,157
Interest ....................... -- 472 3,272 855 4,599
General and administrative ..... -- 397 -- 4,666 5,063
--------- --------- --------- --------- ---------
Total expenses ................. 175 3,798 7,711 5,621 17,305
--------- --------- --------- --------- ---------
Gain on sale of assets ......... -- 139 -- -- 139
Income from joint ventures ..... 2,812 711 -- -- 3,523
Minority interest .............. -- (50) (28) -- (78)
--------- --------- --------- --------- ---------
Income (loss) before taxes ..... $ 2,637 $ 13,893 $ 1,028 $ (5,264) $ 12,294
========= ========= ========= ========= =========
- ----------
*See footnote * on page F-22.
F-24
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
COMMERCIAL PROPERTY OPERATIONS - WELLSFORD/WHITEHALL
----------------------------------------------------
The Company's commercial property operations segment consists of
Wellsford/Whitehall, which is accounted for on the equity method.
In 1997, at the time of the Spin-off, the Company owned six commercial
office buildings, five of which were then vacant, containing an aggregate
of approximately 949,400 square feet which were acquired for an aggregate
of approximately $47,600,000 (the "WRP Commercial Properties").
In August 1997, the Company, in a joint venture with Whitehall, formed a
private real estate operating company, Wellsford/Whitehall. The Company
contributed the WRP Commercial Properties and Whitehall contributed four
commercial properties upon formation of Wellsford/Whitehall. Prior to the
Amendments, the Company managed Wellsford/Whitehall on a day-to-day basis.
The Company had a 39.7% interest in Wellsford/Whitehall at December 31,
2000.
In December 2000, the Company and Whitehall executed the Amendments, which,
among other items, provided for the Company and Whitehall to extend their
existing capital commitments to Wellsford/Whitehall for one year to
December 31, 2001 and to provide an aggregate of $10,000,000 of additional
financing or preferred equity to Wellsford/Whitehall through December 2003,
if required. As a result of the Amendments, an affiliate of Whitehall
replaced the Company as the managing member of Wellsford/Whitehall. All
employees working on Wellsford/Whitehall business were transferred from the
Company to WP Commercial, L.L.C. ("WP"), the new management company, which
is owned by affiliates of Whitehall and senior management of WP. WP will
provide management, construction, development and leasing services to
Wellsford/Whitehall based upon an agreed upon fee schedule. WP will also
provide similar services to a new venture formed by Whitehall (the "New
Venture").
Wellsford/Whitehall discontinued payment of a $600,000 annual
administrative fee to the Company as of December 31, 2000; however,
Whitehall has agreed to pay the Company fees with respect to assets sold by
Wellsford/Whitehall equal to 25 basis points of the sales proceeds and up
to 60 basis points (30 basis points are deferred pending certain return on
investment hurdles being reached) for each purchase of real estate made by
certain other affiliates of Whitehall, until such purchases aggregate
$400,000,000. Also, as part of the Amendments, warrants to purchase
2,128,099 of the Company's common stock, which had previously been issued
to Whitehall, were returned and cancelled.
Under the terms of the Amendments, it is expected that Wellsford/Whitehall
will not purchase any new real estate assets, except in limited cases, to
replace certain assets being sold or acquisitions that compliment presently
owned real estate assets. The Amendments provide for an orderly disposal of
the Wellsford/Whitehall's assets and the Company and Whitehall agreed to a
buy/sell agreement effective after December 31, 2003 with respect to any
remaining assets.
F-25
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
The following table presents a condensed balance sheet and operating data
for the Wellsford/Whitehall segment:
(amounts in thousands)
DECEMBER 31,
------------
CONDENSED BALANCE SHEET DATA 2000 1999
---------------------------- ---- ----
Real estate, net........................ $ 589,154 $ 551,152
Cash and cash equivalents............... 6,161 8,468
Total assets............................ 622,136 572,279
Mortgages payable....................... 136,490 110,831
Credit facility......................... 244,250 238,661
Preferred equity........................ 18,323 19,000
Common equity........................... 201,044 181,740
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
CONDENSED OPERATING DATA 2000 1999 1998
------------------------ ---- ---- ----
Rental revenue (A)........................... $ 77,087 $ 73,356 $ 52,515
Interest and other income (B)................ 5,363 1,320 1,108
Operating expenses........................... 28,774 27,431 20,279
Depreciation and amortization................ 13,215 11,702 7,387
Interest..................................... 25,994 25,586 19,085
Total expenses............................... 77,581 72,862 50,050
Gain on sale of assets....................... 239 15,642 2,866
Income before preferred equity distributions. 5,108 17,457 6,439
- ----------
(A) Includes $1,322, $1,218 and $1,476 of income from the straight-lining of
tenant rents for the years ended December 31, 2000, 1999 and 1998,
respectively.
(B) Includes lease cancellation income of $4,037, $395 and $572 for the years
ended December 31, 2000, 1999 and 1998, respectively.
As of December 31, 2000, Wellsford/Whitehall owned and operated 40 office
properties totaling approximately 4,953,000 square feet (including
approximately 1,522,000 square feet under renovation), primarily located in
New Jersey, Massachusetts and Maryland.
F-26
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
During the years ended December 31, 2000, 1999 and 1998,
Wellsford/Whitehall participated in the following transactions:
(amounts in millions, except square feet and per square foot amounts)
2000 ACTIVITY
Purchases:
Purchases that were made during the year ended December 31, 2000, were
transferred to the New Venture, pursuant to the Amendments.
Sale:
Gross Leasable Sales Price
Square Number of Sales per Square
Month Location Feet Properties Price Foot Gain
----- -------- ---- ---------- ----- ---- ----
August ....... Columbia, MD 38,000 1 $ 4.9 $ 128 $ 0.2
====== = ======== ========= ========
1999 ACTIVITY
Purchases:
Gross
Leasable
Square Number of Cost per
Month Type Location Feet Properties Cost (1) Square Foot
----- ---- -------- ---- ---------- -------- -----------
May .......... Office/Flex Warren, NJ 129,000 1 $ 8.0 $ 62
June ......... Office Boston, MA 64,000 1 10.2 159
June ......... Office Boston, MA 68,000 1 13.1 193
July ......... Office/Land Columbia, MD 97,000 1 10.7 110
July ......... Office Owings Mills, MD 32,000 1 3.9 122
August ....... Land Hanover, NJ 19.2 acres 1 2.0 --
August ....... Office Hanover, NJ 96,000 1 13.3 139
September .... Flex Columbia, MD 144,000 1 3.8 26
November ..... Office Rockville, MD 236,000 1 19.9 84
------- - ------------ --------
Total purchases .. 866,000 9 $ 84.9
======= = ============
Total, excluding land .. 866,000 8 $ 82.9 $ 96
======= = ============ ========
Sales:
Gross Leasable Sales Price
Square Number of Sales per Square
Month Location Feet Properties Price Foot Gain
----- -------- ---- ---------- ----- ---- ----
February ..... Wayne, NJ 2.58 acres (2) 1 $ 0.3 $ -- $ 0.2
May .......... Boston, MA 65,000 1 8.1 125 2.3
August ....... Needham, MA 261,000 1 26.0 100 5.6
November ..... Washington, D.C. 225,000 1 43.4 193 7.5
------- - -------- --------
Total sales ... 551,000 4 $ 77.8 -- $ 15.6
======= = ======== ========
Total, excluding land ... 551,000 3 $ 77.5 141 $ 15.4
======= = ======== ========
- ----------
(1) The 1999 Wellsford/Whitehall acquisitions described above were funded with
proceeds from a first mortgage financing on five of the properties and
seller financing in the form of a second mortgage on one of the properties
in the aggregate amount of $43,401,000 and additional capital contributions
by the Company and Whitehall.
(2) Sale of vacant land.
F-27
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
1998 ACTIVITY
Purchases:
Gross
Leasable
Square Number of Cost per
Month Type Location Feet Properties Cost (1) Square Foot
----- ---- -------- ---- ---------- -------- -----------
February ..... Office Boston, MA 65,000 1 $ 5.5 $ 85
February ..... Land Somerset, NJ 19 acres 1 2.0 --
March ........ Office Somerset, NJ 82,000 1 5.4 66
May .......... Office Boston, MA 977,000 13 148.7 (2) 152
May .......... Warehouse Needham, MA 470,000 2 28.4 60
June ......... Office Andover, MA 63,000 1 7.4 117
June ......... Office Basking Ridge, NJ 104,000 2 15.0 144
September .... Office Franklin Township, NJ 199,000 2 22.8 115
November ..... Office Columbia, MD 38,000 1 2.6 68
December ..... Office Ridgefield Park, NJ 147,000 1 19.3 131
--------- -- --------- --------
Total purchases .. 2,145,000 25 $ 257.1
========= == =========
Total, excluding land .. 2,145,000 24 $ 255.1 $ 119
========= == ========= ========
Sale:
Gross Leasable Sales Price
Square Number of Sales per Square
Month Location Feet Properties Price Foot Gain
----- -------- ---- ---------- ----- ---- ----
May .......... Wayne, NJ 69,000 1 $ 5.0 $ 72 $ 2.9
====== = ======== ========= ========
- ----------
(1) The 1998 Wellsford/Whitehall acquisitions described above, other than the
May Boston transaction, were funded primarily by capital contributions from
the Company and Whitehall, and by draws on the Wellsford/Whitehall Bank
Facility.
(2) The Boston portfolio of 13 office buildings was financed by (i) the
assumption of $68,300,000 of mortgage debt, (ii) a $35,800,000 draw on the
Wellsford/Whitehall Bank Facility, (iii) the issuance of $19,000,000 of
Wellsford/Whitehall 6% convertible preferred units to the sellers, (iv)
$18,000,000 of capital contributions by Whitehall and the Company and (v)
the issuance of $7,600,000 of Wellsford/Whitehall common units.
F-28
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
In March 2000, Wellsford/Whitehall obtained a $23,500,000 loan from
Principal Capital Management, L.L.C. for the rehabilitation of Gateway
Tower, a 236,000 square foot, nine-story office building located at 401
North Washington Street, Rockville, Maryland. At December 31, 2000,
$15,500,000 was drawn upon this loan. The non-recourse loan is secured by a
first mortgage on the property, has a term of three years, plus two
six-month extensions at Wellsford/Whitehall's option and bears interest at
LIBOR + 3.50% per annum.
In September 2000, Wellsford/Whitehall obtained a $8,150,000 loan from
Provident Bank of Maryland, of which $4,371,000 was drawn upon at December
31, 2000. The non-recourse loan, which will be used to rehabilitate the
property, is secured by the leasehold interest in the 144,000 square foot
Oakland Ridge office park, a four building office complex located in
Columbia, Maryland, has a term of 2.5 years, plus one twelve-month
extension at Wellsford/Whitehall's option and bears interest at LIBOR +
2.00% per annum, which is capitalized into the loan.
The Company made temporary advances to Wellsford/Whitehall during 2000 and
1999 which bore interest at LIBOR + 5.00% per annum. The balance of the
advances was repaid in full by December 31, 2000 and 1999, respectively.
In July 1998, Wellsford/Whitehall modified the Wellsford/Whitehall Bank
Facility. Under the new terms, $300,000,000 represents a senior secured
credit facility bearing interest at LIBOR + 1.65% per annum and $75,000,000
represents a second mezzanine facility bearing interest at LIBOR + 3.20%
per annum. As of December 31, 2000, approximately $244,250,000 was
outstanding under the Wellsford/Whitehall Bank Facility (approximately
$181,728,000 of which was under the senior facility). At March 31, 2000,
the ability to draw on this facility expired. Wellsford/Whitehall exercised
its right under the agreements to have the due date of both facilities
extended for one year to December 15, 2001. Wellsford/Whitehall is
presently seeking to refinance the facilities. The Wellsford/Whitehall Bank
Facility provides for the meeting of certain operating and balance sheet
covenants and limits the amount of distributions to members.
The Company is entitled to receive incentive compensation payable out of
distributions made by Wellsford/Whitehall (the "Promote") after return of
capital and minimum annual returns of at least 15% to 17.5% on such capital
balances to the Company and Whitehall. Pursuant to the Amendments, the
Company will be entitled to earn 53.3% to 57.5% of the Promote. To date,
the Company has not earned or received any distribution of the Promote and
there can be no assurance that such Promote will be earned or received.
In June 1999, the capital commitment requirements of Wellsford/Whitehall
were modified from an aggregate of $150,000,000 ($75,000,000 by each
partner) to an aggregate of $250,000,000. The Company's total portion is
$85,000,000 of which $8,468,000 remained to be contributed as of December
31, 2000 and Whitehall's total portion is $165,000,000 of which $47,249,000
remained as of December 31, 2000.
F-29
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
In connection with the formation of Wellsford/Whitehall, the Company issued
warrants (the "Whitehall Warrants") to Whitehall to purchase 2,066,115
shares of the Company's common stock at an exercise price of $24.20 per
share, exercisable until August 28, 2002 and payable in cash or membership
units in Wellsford/Whitehall. As part of the new capital commitment from
Whitehall in 1999, the Company issued additional warrants to purchase an
additional 61,984 shares of the Company's common stock at an exercise price
of $24.20 per share, exercisable until May 28, 2004 and payable in cash.
Pursuant to the Amendments, all 2,128,099 Whitehall warrants were returned
and cancelled. In addition, Whitehall's right to convert $25,000,000 of
membership units in Wellsford/Whitehall for shares of the Company's common
stock, or cash at the Company's election, was eliminated.
As a condition to the formation of Wellsford/Whitehall in 1997, the Company
had agreed with Whitehall to conduct its business and activities relating
to office properties (but not other types of commercial properties) located
in North America solely through its interest in Wellsford/Whitehall.
Whitehall has agreed to waive this condition in connection with the
Amendments.
DEBT AND EQUITY ACTIVITIES--WELLSFORD CAPITAL
---------------------------------------------
At December 31, 2000, the Company had the following investments: (i)
approximately $37,824,000 of direct debt investments which bore interest at
an average yield of approximately 11.45% during 2000 and had an average
remaining term to maturity of approximately five years; (ii) approximately
$31,298,000 in companies which were organized to invest in debt
instruments; and (iii) approximately $6,851,000 in a real estate e-commerce
company and other real estate-related ventures. In addition, the Company
owned and operated six commercial properties totaling approximately 482,000
square feet located in the Northeastern United States at December 31, 2000.
DEBT INVESTMENTS
277 PARK LOAN
In April 1997, the Company and Fleet National Bank originated an
$80,000,000 loan (the "277 Park Loan") to entities which own substantially
all of the equity interests (the "Equity Interests") in the entity which
owns a 1,750,000 square foot office building located in New York City (the
"277 Park Property"). The Company has advanced $25,000,000 pursuant to the
277 Park Loan. The 277 Park Loan is secured primarily by a pledge of the
Equity Interests owned by the borrowers. The 277 Park Loan is subordinated
to a 10-year $345,000,000 (unamortized balance of $327,004,000 at December
31, 2000) first mortgage loan (the "REMIC Loan") on the 277 Park Property.
The 277 Park Loan bears interest at the rate of 12.00% per annum for the
first nine years of its term and at a floating rate during the tenth year
equal to LIBOR + 5.15% per annum or the Fleet National Bank base rate plus
5.15% per annum, as elected by the borrowers. The principal amount of the
277 Park Loan and all accrued interest will be payable in May 2007; the
REMIC Loan is also due in May 2007. The Company earned approximately
$3,050,000, $3,042,000 and $3,042,000 per year of interest income from the
277 Park Loan during 2000, 1999 and 1998, respectively, or 12.2%, 10.1%
and11.7% of its total non-joint venture revenues during such periods.
F-30
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
PATRIOT LOAN
In September 1999, the Company and Fleet National Bank originated a
$10,000,000 second mortgage loan. Pursuant to this second mortgage loan,
the Company advanced $5,000,000 (its 50% share) which is subordinate to a
$75,000,000 first mortgage with Fleet National Bank (unamortized balance of
$73,668,000 at December 31, 2000). The loan bears interest at LIBOR + 4.75%
per annum with payments of interest only through August 2001 and principal
and interest based on a 25-year amortization through the loan's maturity in
July 2002 (the "Patriot Loan"). The Patriot Loan is secured by a second
mortgage lien on a 608,000 square foot mixed-use property in Boston,
Massachusetts. The Company earned approximately $564,000 and $189,000 of
interest income from the Patriot Loan during 2000 and 1999, respectively,
or 2.3% and 0.6% of its total non-joint venture revenues during such
periods.
THE ABBEY COMPANY CREDIT FACILITY
In August 1997, the Company and Morgan Guaranty Trust Company of New York
("MGT") originated a $70,000,000 credit facility secured by first mortgages
(the "Abbey Credit Facility") to affiliates of The Abbey Company, Inc.
("Abbey"). In May 1998, the Company and MGT expanded the Abbey Credit
Facility to $120,000,000. In December 1998, Abbey repaid $20,000,000,
thereby reducing the total available balance to $100,000,000. In September
1999, an additional $83,500,000 was repaid, thereby reducing the total
available balance to $16,500,000. Advances under the facility were made for
up to 65% of the value of the borrowing base collateral which consisted of
first mortgage loans on three properties (one each of office, industrial
and retail), all cross collateralized, totaling approximately 250,000
square feet. The Company's portion of the outstanding balance was
approximately $4,300,000 at December 31, 1999. In August 2000, the
remaining balance was repaid and the facility was terminated.
The Company was entitled to interest on its advances under the Abbey Credit
Facility at LIBOR + 4.00% per annum. The Company earned approximately
$295,000, $2,941,000 and $3,920,000 of interest income from the Abbey
Credit Facility during 2000, 1999 and 1998, respectively, or 1.2%, 9.8% and
15.1% of its total non-joint venture revenues during such periods.
SAFEGUARD CREDIT FACILITY
In December 1998, the Company and MGT originated a $90,000,000 credit
facility secured by cross-collateralized first mortgages on nine properties
(the "Safeguard Credit Facility") to Safeguard Capital Fund, L.P.
("Safeguard"). The Safeguard Credit Facility which was made available to
Safeguard until April 2001 was terminated on January 30, 2001 when the
outstanding balance of $2,900,000 was repaid. Advances under the facility
were made for up to 75% of the value of the borrowing base collateral which
consists of nine self-storage properties, totaling approximately 608,000
square feet. The Company was entitled to interest on its advances under the
Safeguard Credit Facility at LIBOR + 4.00% per annum.
F-31
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
Approximately $5,900,000 had been advanced by the Company under the
Safeguard Credit Facility at December 31, 1998, with additional advances
made of approximately $2,200,000 through March 1999, at which time, the
loan with a balance of $8,100,000 was contributed to the Company's joint
venture investment, Second Holding. This venture also assumed the first
$25,000,000 of the Company's commitment to fund additional advances under
the Safeguard Credit Facility (including amounts advanced through December
31, 1999). The Company retained the remaining $20,000,000 commitment, of
which $2,900,000 was advanced to Safeguard in September 1999 and was
outstanding at December 31, 2000 and 1999, respectively. The Company earned
approximately $306,000, $292,000 and $46,000 of interest income from the
Safeguard Credit Facility during 2000, 1999 and 1998, respectively, or
1.2%, 1.0% and 0.2% of its total non-joint venture revenues during such
periods.
DEBARTOLO LOAN
In July 1998, the Company, Bank One, N.A. and several other financial
institutions originated a $175,000,000 loan, in which the Company had an
$18,000,000 participation (the "DeBartolo Loan"), to entities owned by
Simon DeBartolo Group, L.P. The DeBartolo Loan is secured by partnership
units in Simon DeBartolo Group, L.P., the operating partnership of a real
estate investment trust which owns shopping malls nationwide. The DeBartolo
Loan bears interest at 8.547% per annum, is payable quarterly, pays
principal based on a 20-year amortization schedule and is due in July 2008.
In March 1999, the amortized loan balance of approximately $17,600,000 was
contributed to Second Holding. The Company earned approximately $360,000
and $716,000 of interest income from the DeBartolo Loan during 1999 and
1998, respectively, or 1.2% and 2.8% of its non-joint venture revenues
during such periods.
WOODLANDS LOAN
In December 1997, the Company, Fleet National Bank, Morgan Stanley Senior
Funding, Inc. and certain other lenders made available to the owners and
developers of a 25,000 acre master-planned residential community located
north of Houston (the "Woodlands Property"), loans in the aggregate
principal amount of $369,000,000 (the "Woodlands Loan"). The Woodlands Loan
consisted of a revolving credit loan in the principal amount of
$179,000,000 (the "Revolving Loan"), a secured term loan in the principal
amount of $130,000,000 (the "Secured Loan"), and a second secured term loan
in the principal amount of $60,000,000 (the "Second Secured Loan"). The
Company advanced $15,000,000 pursuant to the Second Secured Loan. The
Second Secured Loan was subordinate to the Revolving Loan and the Secured
Loan and bore interest equal to LIBOR + 4.40% per annum. The principal
amount of the Woodlands Second Secured Loan was repaid in full prior to
December 31, 1999. The Company earned approximately $1,295,000 and
$1,517,000 of interest income from the Woodlands Second Secured Loan during
1999 and 1998, respectively, or 4.3% and 5.8% of its total non-joint
venture revenues during such periods.
F-32
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
REIT BRIDGE LOAN
In August 1998, the Company, Deutsche Bank, N.A. and certain other lenders
originated a $100,000,000 unsecured loan in which the Company had a
$15,000,000 participation (the "REIT Bridge Loan") to a publicly traded
real estate investment trust which owned 22 regional malls, eight
multifamily apartment properties and five office properties nationwide.
This loan bore interest at 9.875% per annum and was due in February 1999,
with two three-month extensions available to the borrower. In January 1999,
the REIT Bridge Loan was modified to extend the maturity date to August
1999 and increased the interest rate to 12.00% per annum. The borrower paid
a 1.50% loan fee at origination and a 1.00% loan fee upon modification.
This loan was repaid in full in July 1999. The Company earned approximately
$1,050,000 and $749,000 of interest income from the REIT Bridge Loan during
1999 and 1998, respectively, or 3.5% and 2.9% of its total non-joint
venture revenues during such periods.
BROOMFIELD LOAN
In January 1999, the Company acquired a parcel of land in Broomfield,
Colorado for approximately $7,200,000 pursuant to an outstanding standby
commitment issued in 1998. In connection with this transaction, the Company
collected approximately $401,000 of fees in 1998. In July 1999, the Company
sold this land for $7,200,000 to a third party ("Buyer") and simultaneously
collected an additional $1,100,000 in fees. The Company then purchased
$11,740,000 of tax-exempt notes, bearing interest at 6.25% per annum and
due in December 1999. These notes were issued by a quasi-governmental
agency partially controlled by the Buyer and were guaranteed by a AA rated
bank. The notes were repaid in full in December 1999. The Company earned
approximately $1,555,000 and $401,000 on the Broomfield transaction during
1999 and 1998, respectively, or 5.2% and 1.5% of its total non-joint
venture revenues during such periods.
SECOND HOLDING
The Company contributed approximately $24,200,000 and $4,900,000 in 1999
and 1998, respectively, to a 51% owned joint venture special purpose
finance company ("SPFC"), Second Holding, with Liberty Hampshire owning 10%
and another entity owning the remaining 39%. The 1999 contribution was
comprised of two of the Company's debt investments, the $17,600,000
DeBartolo Loan and the $8,100,000 outstanding balance of the Safeguard
Credit Facility, net of $1,500,000 of cash received back from Second
Holding. The other partners contributed their respective shares of their
capital contributions in cash.
The Company's investment in Second Holding, which is accounted for on the
equity method, was approximately $27,868,000 and $30,932,000 at December
31, 2000 and 1999, respectively.
F-33
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
The following table presents a condensed balance sheet and operating data
for Second Holding (1998 amounts are unaudited):
(amounts in thousands)
DECEMBER 31,
------------
CONDENSED BALANCE SHEET DATA 2000 1999
---------------------------- ---- ----
Cash and cash equivalents............... $ 73,136 $ --
Investments............................. 229,003 40,143
Investment in Reis...................... -- 6,500
Total assets............................ 306,934 60,870
Long term debt.......................... 244,867 --
Total equity............................ 54,492 60,639
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
CONDENSED OPERATING DATA 2000 1999 1998*
------------------------ ---- ---- -----
Interest................................ $ 7,383 $ 3,243 $ 126
Interest from Reis...................... 169 506 205
---------- ---------- ---------
Total revenue........................... 7,552 3,749 331
---------- ---------- ---------
Interest expense........................ 3,665 -- --
Fees and other.......................... 1,084 812 1
---------- ---------- ---------
Total expenses.......................... 4,749 812 1
---------- ---------- ---------
Net income.............................. $ 2,803 $ 2,937 $ 330
========== ========== =========
- ----------
* From inception of investment.
Second Holding has been organized to purchase investment and non-investment
grade rated real estate debt. In September 2000 an affiliate of Second
Holding privately placed a ten-year $150,000,000 junior subordinated bond
issue. The bonds were issued at an effective annual interest rate of LIBOR
+ 0.90%. By December 31, 2000, $100,000,000 of medium term notes were
issued at an effective annual interest rate of LIBOR + 0.06%.
By December 31, 2000, Second Holding invested $190,000,000 in a variety of
collateralized debt obligations and commercial mortgage backed securities
which earn interest at a weighted average interest rate of LIBOR + 0.55%
per annum. Through February 28, 2001, Second Holding purchased an
additional $35,000,000 of securities which earn interest at a weighted
average interest rate of LIBOR + 0.52%. The aggregate investments of
$225,000,000 have a weighted average life of approximately 7.1 years. Of
the $225,000,000 purchased, $185,000,000 has a AAA rating with the
remainder having a AA- or better.
F-34
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
REIS REPORTS, INC.
The Company has direct and indirect investments in a real estate market
research internet company, Reis Reports, Inc. ("Reis"), a leading provider
of real estate market information to institutional investors. At December
31, 2000 the Company's aggregate investment in Reis was $6,575,000, or 22%
of Reis' equity on an as converted basis. A portion of the investment is
held directly by the Company and the remainder is held by Reis Capital
Holdings, LLC ("Reis Capital"), a company which was organized to hold this
investment. The Company has an approximate 51.1% non-controlling interest
in Reis Capital at December 31, 2000. The following table details the
components of the Company's and Reis Capital's investments in Reis.
INVESTMENTS IN REIS BY:
-----------------------
THE COMPANY REIS CAPITAL
----------- ------------
April 2000 investments:
Direct investment in 8% Series C Convertible Preferred
Shares ("Series C Preferred") (A) ................. $2,022,000 $ --
---------- ----------
Indirect investments:
Series C Preferred (B) .......................... 766,000 1,500,000
Series C Preferred (C) .......................... 466,000 913,000
---------- ----------
1,232,000 2,413,000
---------- ----------
Total April 2000 investments ............................. 3,254,000 2,413,000
---------- ----------
Prior indirect investments: (C)
8% Series A Preferred Shares (D) ................ 2,555,000 5,000,000
8% Series B Preferred Shares (E) ................ 766,000 1,500,000
---------- ----------
3,321,000 6,500,000
---------- ----------
Total investments at December 31, 2000 ................... $6,575,000 $8,913,000
========== ==========
- ----------
(A) Issued 20,220 shares at $100 per share; convertible into common shares at
$4.00 per share.
(B) Capital commitment made in 1999 and funded in April 2000.
(C) Notes receivable and accrued interest through April 2000, held by Second
Holding, were converted into equity and were distributed to Reis Capital at
that time.
(D) Issued 50,000 shares at $100 per share; convertible into common shares at
$1.76 per share.
(E) Issued 15,000 shares at $100 per share; convertible into common shares at
$3.00 per share.
At the time of the investments noted above, the management of Reis offered
certain persons the opportunity to make an individual investment in Reis,
including, but not limited to, certain directors and officers of the
Company, or their affiliates, who purchased $410,000 of Series C Preferred
in April 2000. The investments of the Company's officers and directors
together with shares of common stock previously held by the Company's
Chairman represent approximately 3.5% of Reis' equity, on an as converted
basis upon completion of the aforementioned investments. Additionally, a
company controlled by the Chairman of EQR purchased a 4.5% interest on that
date. The president of EQR is a director of the Company. The Company's
Chairman is the brother of the President of Reis. The Company's President
was appointed to the board of directors of Reis during the third quarter of
2000. The Chairman, President and directors whom have invested directly in
Reis have and will continue to recuse themselves from any investment
decisions made by the Company pertaining to Reis.
One of the Company's other joint venture investments uses the services of
Reis in making investment decisions. The joint venture incurred fees of
$360,000 in connection with such services for each of the years ended
December 31, 2000 and 1999.
F-35
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
LIBERTY HAMPSHIRE
In July and August 1998, the Company invested a total of approximately
$2,100,000 for an approximate 4.20% equity interest in Liberty Hampshire,
which structures, establishes and provides management and services for
SPFCs formed to invest in financial assets. In December 2000, the Company
sold this interest to the majority owner of Liberty Hampshire for
$5,160,000 and recorded a gain of approximately $2,500,000. The Company
received $1,032,000 of cash and a note for the remaining balance of
$4,128,000 which bears interest at 8.25% per annum, is due in December 2005
and has scheduled annual principal and interest payments.
CREAMER VITALE WELLSFORD/CLAIRBORNE INVESTORS
In January 1998, the Company formed CVW in which it had a 49% interest and
acquired the same interest in a related real estate advisory and consulting
firm. In September 2000, one of the two principals left CVW to pursue other
employment and the venture was terminated. The Company will continue to
conduct business relationships that CVW created.
CVW, together with Prudential Real Estate Investors ("PREI"), an affiliate
of Prudential Life Insurance Company, established the Clairborne Investors
Mortgage Investment Program ("Clairborne") to make opportunistic
investments and to provide liquidity to lenders and participants in
mortgage loan transactions. The parties agreed to contribute up to
$150,000,000 to fund acquisitions approved by the parties, of which PREI
would fund 90% and a subsidiary of the Company would fund 10%. CVW was to
originate, co-invest, and manage the investments of the program.
The Company's original investment in these entities was $1,250,000 of cash
and 74,000 five-year warrants to purchase the Company's common shares at
$30.35 per share, valued at approximately $750,000 at that time. In
November 1998, Clairborne acquired an approximate $17,000,000 participation
in a $56,000,000 mortgage, bearing interest at LIBOR + 1.75% per annum and
due in 3.5 years, at a significant discount to face value. The Company
funded approximately $1,400,000 of the cost of this participation, which
was prepaid entirely at the face amount during 1999 by the borrower.
FORDHAM TOWER LOAN
In October 2000, the Company and PREI organized a new venture which
provided an aggregate of $34,000,000 of mezzanine financing for the
construction of Fordham Tower, a 50-story, 244 unit, luxury condominium
apartment project to be built on Chicago's near northside. The Company
fully funded its share of the loan of $3,400,000. The loan, which matures
in October 2003, bears interest at a fixed rate of 10.50% per annum with
provisions for additional interest to PREI and the Company and fees to the
Company, based upon certain levels of returns on the project and is secured
by a lien on equity interests in the borrower.
F-36
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
OTHER INVESTMENTS
VALUE PROPERTY TRUST
In February 1998, the Company completed the merger with Value Property
Trust ("VLP") (the "VLP Merger") for total consideration of approximately
$169,000,000, which was accounted for as a purchase. Thirteen of the twenty
VLP properties, which were under contract to an affiliate of Whitehall,
were subsequently sold for an aggregate of approximately $64,000,000. The
Company retained seven of the VLP properties with an allocated value upon
purchase of approximately $38,300,000, containing an aggregate of
approximately 597,000 square feet with one property located in California
and the remaining six properties located in the northeastern United States.
VLP had cash of $60,800,000 and other net assets of $5,900,000 at the close
of the transaction. In October 1998, the Company obtained a $28,000,000
loan, which was cross-collateralized by the seven VLP properties, bore
interest at LIBOR + 2.75% per annum and matures in October 2001.
During the fourth quarter of 2000, the Company made the strategic decision
to sell the seven VLP properties. One of the properties was sold in
December 2000 and two of the properties were sold in January 2001. The
Company recorded a gain of approximately $4,943,000 on the December
transaction which was offset by a provision for impairment of $4,725,000
recorded in 2000, attributable to expected sales proceeds being less than
the respective carrying amounts on four of the remaining six unsold VLP
properties at December 31, 2000. The Company repaid in full the $28,000,000
loan in December 2000 which was cross-collateralized by the seven
properties and expensed all of the remaining unamortized deferred loan
costs associated with the financing.
PROPERTY DEVELOPMENT AND LAND OPERATIONS--WELLSFORD DEVELOPMENT
---------------------------------------------------------------
PALOMINO PARK
The Company currently owns an 85.85% interest in a five phase 1,800 unit
class A multifamily development ("Palomino Park") in Highlands Ranch, a
south suburb of Denver, Colorado. Effective October 1, 2000, EQR elected
not to make a capital contribution attributable to the last three phases of
Palomino Park and its ownership interest was reduced from 20.00% to 14.15%.
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"). In
June 2000, the Company obtained a five-year AAA rated letter of credit from
Commerzbank AG to provide additional collateral for the Palomino Park
Bonds. This letter of credit replaced an expiring letter of credit. An
affiliate of EQR has guaranteed Commerzbank AG's letter of credit.
In December 1997, Phase I, the 456 unit phase known as Blue Ridge, was
completed at a cost of approximately $41,500,000. 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 matures in
January 2008 and bears interest at a fixed rate of 6.92% per annum.
Principal payments are 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
acquired the Red Canyon improvements and the related construction loan was
repaid with the proceeds of a $27,000,000 permanent loan (the "Red Canyon
Mortgage") secured by a first mortgage on Red Canyon. The Red Canyon
Mortgage matures in December 2008 and bears interest at a fixed rate of
6.68% per annum. Principal payments are based on a 30-year amortization
schedule.
F-37
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
In October 2000, Phase III, the 264 unit phase known as Silver Mesa was
substantially completed. 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 has prepared 128 units to be
sold and will begin to sell them upon receipt of appropriate approvals and
will continue to rent the remaining 136 units during the sellout period
until the initial inventory has been significantly reduced and additional
units need to be prepared for sale. In conjunction with this decision, 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. The allocable cost associated
with the units being rented and the units available for sale was
approximately $22,301,000 and $21,850,000 at December 31, 2000,
respectively. In December 2000, the Company obtained a $32,000,000 loan
from KeyBank National Association (the "Silver Mesa Conversion Loan") which
bears interest at LIBOR + 2.00% per annum, is collateralized by the unsold
units, matures in December 2003 and provides for one six-month extension at
the Company's option. Approximately 90% of sales proceeds per unit goes
toward principal repayments until the loan is paid in full.
In February 2001, the Company commenced sales of units at Silver Mesa.
Through February 28, 2001, 23 units were sold for gross proceeds of
approximately $4,292,000, approximately $3,890,000 of which was used to pay
down principal on the Silver Mesa Conversion Loan.
The estimated total costs of the remaining two multifamily development
phases at Palomino Park and related infrastructure costs at completion of
these phases, including the Company's gross investment at December 31,
2000, are as follows:
ESTIMATED COMPANY'S
TOTAL CONSTRUCTION IN ESTIMATED
NAME UNITS PHASE COST PROGRESS (A) COMPLETION DATE
---- ----- ---------- ------------ ---------------
Phase IV ("Green River")........ 424 $56,000,000 $ 16,420,000 Third Quarter 2002
Phase V ("Gold Peak")........... 352 6,900,000 5,809,000 (B)
--- ----------- -------------
776 $62,900,000 $ 22,229,000
=== =========== =============
- ----------
(A) Includes land and costs that the Company has funded for the development of
the phase, plus other infrastructure and overhead costs capitalized during
construction such as interest and taxes.
(B) The Company has not determined if it will construct this phase or sell the
improved land. The $6,900,000 estimated phase cost only reflects the
improved land costs.
The fourth phase of this project is being developed pursuant to a
fixed-price contract. The Company is committed to purchase 100% of the
improvements upon completion. In addition, the Company was obligated to
fund the first 20% of development costs on the phase as incurred.
SONTERRA AT WILLIAMS CENTRE ("SONTERRA")
From the time of the Spin-off, the Company held a $17,800,000 mortgage on,
and option to purchase, a 344-unit class A residential apartment complex
located in Tucson, Arizona.
In January 1998, the Company exercised its option and acquired Sonterra for
approximately $20,500,000, including satisfaction of the mortgage. In
February 1998, the Company closed on $16,400,000 of first mortgage
financing (the "Sonterra Mortgage") on this property, bearing interest at
6.87% and maturing in March 2008. Principal payments were based on a
30-year amortization schedule.
F-38
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEGMENT INFORMATION (CONTINUED)
In November 2000, the Company sold the Sonterra property for $22,550,000
and recorded a pre-income tax gain of approximately $3,500,000. The buyer
assumed the Sonterra Mortgage which had an unamortized balance of
approximately $15,971,000 and paid the balance of the purchase price in
cash.
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the historical cost and fair value of the
Company's financial instruments at December 31, 2000 and 1999:
(AMOUNTS IN THOUSANDS)
HISTORICAL COST AT DECEMBER 31, FAIR VALUE AT DECEMBER 31,
------------------------------- --------------------------
NOTES RECEIVABLE (A) 2000 1999 2000 1999
-------------------- ---- ---- ---- ----
Fixed rate:
277 Park Loan ................ $ 25,000 $ 25,000 $ 25,900 (C) $ 25,900 (C)
Guggenheim ................... 4,128 -- 4,128 (D) --
Other ........................ 700 -- 700 (D) --
-------- -------- -------- --------
Total fixed rate notes .......... 29,828 25,000 30,728 25,900
-------- -------- -------- --------
Floating rate:
Patriot Loan ................. 5,000 5,000 5,000 (E) 5,000 (E)
Abbey Credit Facility ........ -- 4,251 -- 4,251 (E)
Safeguard Loan ............... 2,900 2,900 2,900 (E) 2,900 (E)
Other ........................ 96 109 96 (E) 109 (E)
-------- -------- -------- --------
Total floating rate notes ....... 7,996 12,260 7,996 12,260
-------- -------- -------- --------
Total notes receivable .......... $ 37,824 $ 37,260 $ 38,724 $ 38,160
======== ======== ======== ========
DEBT (B)
--------
Floating rate:
Wellsford Finance Bank Facility $ 12,000 -- $ 12,000 (F) --
Wellsford Capital Mortgage .... -- 28,000 -- 28,000 (F)
Palomino Park Bonds ........... 12,680 14,755 12,680 (F) 14,755 (F)
-------- -------- -------- --------
Total floating rate debt ........ 24,680 42,755 24,680 42,755
-------- -------- -------- --------
Fixed rate:
Blue Ridge Mortgage ........... 33,354 33,763 33,164 (G) 30,690 (G)
Red Canyon Mortgage ........... 26,370 26,683 25,801 (G) 23,674 (G)
Silver Mesa Conversion Loan ... 32,000 32,000 (D) --
Sonterra Mortgage ............. -- 16,114 -- 16,615 (G)
-------- -------- -------- --------
Total fixed rate debt ........... 91,724 76,560 90,965 70,979
-------- -------- -------- --------
Total debt ...................... $116,404 $119,315 $115,645 $113,734
======== ======== ======== ========
- ----------
(A) For more information regarding the Company's note receivables, see Footnote
5.
(B) For more information regarding the Company's debt, see Footnote 6.
(C) The fair value of the Company's fixed rate investments was determined by
reference to various market data.
(D) The fair value is considered to be its carrying amount as this is a
recently executed transaction reflective of current market conditions.
(E) The fair value of the Company's floating rate investments is considered to
be their carrying amounts.
(F) The fair value of the Company's floating rate debt is considered to be
their carrying amounts.
(G) The fair value of the Company's fixed rate debt was determined by reference
to various market data.
F-39
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
15. SUMMARIZED CONSOLIDATED QUARTERLY INFORMATION (UNAUDITED)
Summarized consolidated quarterly financial information for the years ended
December 31, 2000 and 1999 is as follows:
FOR THE THREE MONTHS ENDED
--------------------------
2000 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
---- -------- ------- ------------ -----------
Revenues ................................ $ 5,942,239 $ 5,953,532 $ 6,384,460 $ 6,743,558
Expenses ................................ 6,196,998 5,688,444 6,596,142 7,099,087
Income from joint ventures .............. 1,260,909 804,764 1,551,955 (370,870)
Gain on sale of assets, net of impairment
provision ............................ -- -- -- 6,134,851
Minority interest ....................... (9,668) 571 (8,338) (48,786)
------------ ------------ ------------ ------------
Income before taxes ..................... 996,482 1,070,423 1,331,935 5,359,666
Income tax expense ...................... 18,000 372,000 283,000 757,000
Convertible Trust Preferred Securities
distributions, net of tax benefit .... -- 211,000 352,507 296,954
------------ ------------ ------------ ------------
Net income .............................. $ 978,482 $ 487,423 $ 696,428 $ 4,305,712
============ ============ ============ ============
Net income per common share, basic* ..... $ 0.11 $ 0.06 $ 0.08 $ 0.52
============ ============ ============ ============
Net income per common share, diluted* ... $ 0.11 $ 0.06 $ 0.08 $ 0.52
============ ============ ============ ============
Weighted average number of common shares
outstanding, basic ................... 9,101,393 8,321,888 8,296,507 8,315,172
============ ============ ============ ============
Weighted average number of common shares
outstanding, diluted ................. 9,107,082 8,326,980 8,313,555 8,325,747
============ ============ ============ ============
FOR THE THREE MONTHS ENDED
--------------------------
1999 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
---- -------- ------- ------------ -----------
Revenues ................................ $ 7,951,667 $ 8,580,213 $ 6,873,537 $ 6,764,625
Expenses ................................ 5,489,340 7,303,956 7,102,567 9,030,581
Income from joint ventures .............. 1,016,794 1,905,519 3,160,343 3,539,296
Minority interest ....................... (7,872) (9,566) (43,405) 6,094
------------ ------------ ------------ ------------
Income before taxes ..................... 3,471,249 3,172,210 2,887,908 1,279,434
Income tax expense (credit) ............. 863,000 731,000 702,000 (346,000)
------------ ------------ ------------ ------------
Net income .............................. $ 2,608,249 $ 2,441,210 $ 2,185,908 $ 1,625,434
============ ============ ============ ============
Net income per common share, basic* ..... $ 0.25 $ 0.24 $ 0.21 $ 0.16
============ ============ ============ ============
Net income per common share, diluted* ... $ 0.25 $ 0.23 $ 0.21 $ 0.16
============ ============ ============ ============
Weighted average number of common shares
outstanding, basic ................... 10,375,205 10,381,689 10,348,695 10,183,618
============ ============ ============ ============
Weighted average number of common shares
outstanding, diluted ................. 10,386,695 10,398,978 10,361,505 10,187,925
============ ============ ============ ============
- ----------
*Aggregate quarterly earnings per share amounts may not equal annual amounts
presented elsewhere in these consolidated financial statements due to rounding
differences.
F-40
Wellsford/Whitehall Group, L.L.C.
and Subsidiaries
Consolidated Financial Statements
DECEMBER 31, 2000
WITH REPORT OF INDEPENDENT AUDITORS
F-41
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE NO.
--------
Report of Independent Auditors............................................F-43
Consolidated Balance Sheets...............................................F-44
Consolidated Statements of Income.........................................F-45
Consolidated Statements of Changes in Members' Equity.....................F-46
Consolidated Statements of Cash Flows.....................................F-47
Notes to Consolidated Financial Statements................................F-49
F-42
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. (formerly Wellsford/Whitehall Properties II,
L.L.C.) and subsidiaries (the "Company") as of December 31, 2000 and 1999, and
the related consolidated statements of income, changes in members' equity and
cash flows for the years ended December 31, 2000, 1999 and 1998. These financial
statements are the responsibility of the Company's 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. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated 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, 2000 and
1999, and the consolidated results of their operations and their cash flows for
the years ended December 31, 2000, 1999 and 1998, in conformity with accounting
principles generally accepted in the United States.
/s/ Ernst & Young LLP
New York, New York
February 9, 2001
F-43
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
------------
2000 1999
---- ----
ASSETS
Real estate assets, at cost:
Land .......................................... $ 66,547,270 $ 64,399,873
Buildings and improvements .................... 450,575,368 392,057,176
------------- -------------
517,122,638 456,457,049
Less accumulated depreciation .............. (30,498,428) (17,650,723)
------------- -------------
486,624,210 438,806,326
Construction in progress ...................... 102,530,148 112,345,379
------------- -------------
589,154,358 551,151,705
Real estate held for transfer to New Venture, net 7,835,884 --
Cash and cash equivalents ........................ 6,160,768 8,468,462
Restricted cash .................................. 8,980,244 5,495,300
Deferred costs, less accumulated amortization .... 2,250,769 1,932,440
Receivables, prepaids and other assets ........... 7,753,659 5,230,859
------------- -------------
Total assets ..................................... $ 622,135,682 $ 572,278,766
============= =============
LIABILITIES AND MEMBERS' EQUITY
Liabilities:
Mortgages payable ............................. $ 136,490,353 $ 110,830,847
Secured senior credit facility ................ 181,728,228 177,260,995
Secured mezzanine credit facility ............. 62,521,799 61,400,270
Accrued expenses and other liabilities ........ 16,915,187 14,166,844
Distributions payable ......................... 2,515,281 5,599,034
Ground lease obligation ....................... 1,120,213 1,108,099
Security deposits ............................. 1,477,629 1,173,082
------------- -------------
Total liabilities ................................ 402,768,690 371,539,171
------------- -------------
Commitments and contingencies ....................
Members' equity:
Membership units, $.01 par value per unit ..... 143,035 132,111
Paid in capital ............................... 201,667,531 181,841,448
Series A convertible preferred membership units 18,322,550 19,000,000
Retained earnings/(deficit) ................... (766,124) (233,964)
------------- -------------
Total members' equity ............................ 219,366,992 200,739,595
------------- -------------
Total liabilities and members' equity ............ $ 622,135,682 $ 572,278,766
============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-44
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
---- ---- ----
Revenues:
Rental income ................................ $ 77,087,349 $ 73,355,970 $ 52,514,859
Interest and other income .................... 5,363,354 1,319,987 1,108,437
------------ ------------ ------------
Total revenues ........................ 82,450,703 74,675,957 53,623,296
------------ ------------ ------------
Expenses:
Property operations and maintenance .......... 18,993,827 18,141,650 13,379,303
Real estate taxes ............................ 8,282,532 7,891,159 5,550,662
Depreciation and amortization ................ 13,215,194 11,701,917 7,387,077
Property and asset management ................ 1,497,279 1,398,399 1,348,552
Interest ..................................... 25,993,982 25,586,242 19,085,016
General and administrative ................... 9,598,690 8,142,147 3,299,496
------------ ------------ ------------
Total expenses ........................ 77,581,504 72,861,514 50,050,106
------------ ------------ ------------
Income available before gains on dispositions and
preferred distributions ...................... 4,869,199 1,814,443 3,573,190
Gains on dispositions ........................... 238,829 15,642,149 2,866,183
------------ ------------ ------------
Income available for members before preferred
distributions ................................ 5,108,028 17,456,592 6,439,373
Preferred distributions ......................... (1,099,353) (1,140,000) (728,333)
------------ ------------ ------------
Net income available for members ................ $ 4,008,675 $ 16,316,592 $ 5,711,040
============ ============ ============
Net income per membership unit, basic ........... $ 0.30 $ 1.42 $ 0.69
============ ============ ============
Net income per membership unit, diluted ......... $ 0.30 $ 1.39 $ 0.69
============ ============ ============
Weighted average number of membership units
outstanding, basic ........................... 13,457,410 11,526,864 8,291,273
============ ============ ============
Weighted average number of membership units
outstanding, diluted ......................... 14,439,499 12,545,264 8,291,273
============ ============ ============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-45
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
MEMBERSHIP UNITS PREFERRED
---------------- PAID-IN
UNITS AMOUNT CAPITAL
----- ------ -------
December 31, 1997 .............. 6,485,508 $ 64,855 $ 74,030,079
Issuance of membership units in
connection with contribution
of assets ................... 468,557 4,686 7,595,309
Additional equity contributions 2,986,260 29,862 48,407,275
Net income ..................... -- -- --
Distributions .................. -- -- --
---------- ------------- -------------
December 31, 1998 .............. 9,940,325 99,403 130,032,663
Additional equity contributions,
net ......................... 3,270,756 32,708 51,808,785
Net income ..................... -- -- --
Distributions .................. -- -- --
---------- ------------- -------------
December 31, 1999 .............. 13,211,081 132,111 181,841,448
Additional equity contributions,
net ......................... 1,109,108 11,091 19,898,466
Redemption of equity ........... (16,717) (167) (72,383)
Net income ..................... -- -- --
Distributions .................. -- -- --
---------- ------------- -------------
December 31, 2000 .............. 14,303,472 $ 143,035 $ 201,667,531
========== ============= =============
SERIES A
CONVERTIBLE RETAINED TOTAL
MEMBERSHIP EARNINGS/ MEMBERS'
UNITS (DEFICIT) EQUITY
----- --------- ------
December 31, 1997 .............. $ -- $ 30,209 $ 74,125,143
Issuance of membership units in
connection with contribution
of assets ................... 19,000,000 -- 26,599,995
Additional equity contributions,
net ......................... -- -- 48,437,137
Net income ..................... 728,333 5,711,040 6,439,373
Distributions .................. (728,333) (3,007,481) (3,735,814)
------------- ------------- -------------
December 31, 1998 .............. 19,000,000 2,733,768 151,865,834
Additional equity contributions,
net ......................... -- -- 51,841,493
Net income ..................... 1,140,000 16,316,592 17,456,592
Distributions ................ (1,140,000) (19,284,324) (20,424,324)
------------- ------------- -------------
December 31, 1999 .............. 19,000,000 (233,964) 200,739,595
Additional equity contributions,
net ......................... -- -- 19,909,557
Redemption of equity ........... (677,450) -- (750,000)
Net income ..................... 1,099,353 4,008,675 5,108,028
Distributions .................. (1,099,353) (4,540,835) (5,640,188)
------------- ------------- -------------
December 31, 2000 .............. $ 18,322,550 $ (766,124) $ 219,366,992
============= ============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-46
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Basic Earnings ..................................... $ 5,108,028 $ 17,456,592 $ 6,439,373
Adjustments to reconcile basic earnings to net cash
provided by operating activities:
Gains on disposal of real estate assets ....... (238,829) (15,642,149) (2,866,183)
Depreciation and amortization ................. 13,215,194 11,701,917 7,387,077
Amortization of deferred financing costs ...... 1,943,783 2,826,429 1,672,413
Deferred rental revenue ....................... (1,321,837) (1,217,697) (1,476,178)
(Increase) decrease in assets:
Receivables, prepaids and other assets ..... (691,787) 40,372 (851,453)
Increase in liabilities:
Accrued expenses and other liabilities ..... 2,873,333 777,086 4,828,066
Security deposits .......................... 304,547 421,848 157,140
------------ ------------ -------------
Net cash provided by operating activities ..... 21,192,432 16,364,398 15,290,255
------------ ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of real estate assets ................. -- (74,232,052) (163,082,206)
Acquisitions of and improvements to real estate
assets held for transfer to New Venture ............ (15,145,322) -- --
Deposit provided by New Venture .................... 11,250,000 -- --
Prepaid acquisition costs .......................... (608,832) -- (1,124,579)
Disposal of real estate assets, net of selling
expenses ........................................... 4,562,255 71,957,877 4,561,013
Improvements to real estate assets ................. (56,325,217) (39,730,980) (22,066,915)
------------ ------------ -------------
Net cash used in investing activities ......... (56,267,116) (42,005,155) (181,712,687)
------------ ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from term loans ........................... -- -- 23,587,620
Proceeds from credit facilities .................... -- -- 67,037,844
Proceeds from mortgage loans ....................... 22,371,095 35,645,000 --
Proceeds from unsecured loan ....................... -- -- --
Proceeds from secured senior credit facility ....... 6,099,963 5,913,930 207,289,846
Proceeds from secured mezzanine credit facility .... 1,524,991 1,478,482 68,907,482
Repayment of term loans ............................ -- -- (131,512,620)
Repayment of credit facilities ..................... -- -- (106,021,844)
Repayment of mortgage loans ........................ (711,591) (623,205) (297,483)
Repayment of unsecured loan ........................ -- -- (4,283,925)
Repayment of secured senior credit facility ........ (1,632,730) (35,942,780) --
Repayment of secured mezzanine credit facility ..... (403,462) (8,985,695) --
Increase in restricted cash ........................ (3,484,944) (3,321,274) (2,174,026)
Deferred financing costs ........................... (1,431,948) (183,242) (578,244)
Preferred distributions ............................ (1,113,093) (1,140,000) (437,000)
Member distributions ............................... (7,610,848) (16,984,104) --
Equity contributions, net .......................... 19,909,557 51,841,493 48,437,137
Redemption of equity ............................... (750,000) -- --
------------ ------------ -------------
Net cash provided by financing activities .......... 32,766,990 27,698,605 169,954,787
------------ ------------ -------------
Net (decrease) increase in cash and cash equivalents (2,307,694) 2,057,848 3,532,355
Cash and cash equivalents, beginning of period ..... 8,468,462 6,410,614 2,878,259
------------ ------------ -------------
Cash and cash equivalents, end of period ........... $ 6,160,768 $ 8,468,462 $ 6,410,614
============ ============ =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-47
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
2000 1999 1998
---- ---- ----
SUPPLEMENTAL DISCLOSURE:
Cash paid for interest.............................. $ 34,362,662 $ 28,615,307 $ 18,296,284
============ ============ =============
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Membership units issued in exchange for contribution
of real estate assets............................... $ 7,599,995
Series A convertible preferred membership units
issued in exchange for contribution of real estate
assets............................................ 19,000,000
Assumption of mortgage loan......................... 68,340,816
Purchase of real estate assets...................... (94,940,811)
-------------
$ --
=============
Seller financing - 2nd Mortgage - One Mall.......... $ 2,750,000
Assumption of Mortgage IDS Loan - One Mall.......... 5,015,719
Capitalized Lease Obligation - Airport Park......... 1,108,099
------------
$ 8,873,818
============
Seller financing - real estate held for transfer to
New Venture......................................... $ 4,000,000
============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-48
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BUSINESS
Wellsford/Whitehall Group, L.L.C. and subsidiaries (the "Company") was
formed in May 1999 by the then members of Wellsford/Whitehall Properties
II, L.L.C. ("Properties"). Properties was a joint venture between Wellsford
Commercial Properties Trust ("WCPT"), a subsidiary of Wellsford Real
Properties, Inc. ("WRP"), WHWEL Real Estate Limited Partnership ("WHWEL"),
an affiliate of The Goldman Sachs Group Inc. (the "Whitehall Members"), and
the Saracen Members (collectively, the "Properties' Members"). Properties
(formerly Wellsford/Whitehall Properties, L.L.C.) was formed on August 28,
1997 as a private real estate investment company. WCPT intends to qualify
as a real estate investment trust ("REIT").
On May 28, 1999, the Properties' Members assigned their interests in
Properties to the Company and two affiliates of WHWEL contributed two
office buildings, located in Warren, NJ with an aggregate value of
approximately $7.9 million in exchange for membership units. No other
changes occurred in the operations of the owned properties at that time.
On December 21, 2000, the Company's Members agreed to a number of
modifications to the existing operating agreement, and WRP and the
Whitehall Members entered into several other agreements. Among other items,
WRP and the Whitehall Members agreed to extend their capital commitments to
the Company for one year to December 31, 2001 and to provide an aggregate
of $10 million of additional financing or preferred equity to the Company
through December 2003, if required. An affiliate of the Whitehall Members
replaced WCPT as the managing member of the Company. All employees working
on Company business were transferred from WRP to WP Commercial, L.L.C.
("WP"), the new management company, which is owned by affiliates of the
Whitehall Members and senior management of WP. At the same time, WHWEL
transferred part of its interests in the Company to WP. WP will provide
management, construction, development and leasing services to the Company
based upon an agreed upon fee schedule and will also provide such services
to a new venture organized by certain of the Whitehall Members ("New
Venture").
The Company will no longer pay a $600,000 annual administrative fee to WRP
after December 31, 2000; however, the Whitehall Members have agreed to
separately pay WRP fees for assets sold by the Company equal to 25 basis
points of the sales proceeds and up to 60 basis points (30 basis points are
deferred pending certain hurdles being reached) for each purchase of real
estate made by the New Venture or certain other affiliates of the Whitehall
Members, until such purchases aggregate $400 million. The Whitehall Members
also agreed to return to WRP approximately 2.1 million warrants to purchase
common shares of WRP.
Under the terms of the agreements, it is expected that the Company will not
purchase any new real estate assets, except in limited cases, to replace
certain assets being sold or assets that compliment presently owned real
estate assets. The Members agreed to an orderly disposal of the Company's
assets and WCPT and the Whitehall Members agreed to a buy/sell agreement
effective after December 31, 2003 with respect to any remaining assets. In
connection with the agreements, the Company agreed to transfer to the New
Venture three recently acquired assets at costs plus interest. These assets
were held solely for the benefit of the New Venture and were acquired for a
total of $15.2 million, net of $4 million seller financing on one asset.
The assets are shown, net of aggregate deposits of $11.3 million received
by the Company in December 2000, on the accompanying Consolidated Balance
Sheets as real estate held for transfer to New Venture. The transfer
occurred on January 4, 2001 at an aggregate amount of $16.5 million.
F-49
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
ORGANIZATION AND BUSINESS (CONTINUED)
On May 15, 1998, 13 office buildings located in suburban Boston with an
aggregate value of approximately $148.7 million were contributed to
Properties for a combination of cash, Series A convertible preferred
membership units and membership units (the "Saracen Transaction"). In
connection with this transaction, several shareholders of the Saracen
Companies (the "Saracen Members") were issued both Series A convertible
preferred membership units and membership units and Properties assumed a
mortgage loan on six of the properties aggregating approximately $68.3
million.
The Company will terminate on December 31, 2045, unless sooner by the
written consent of WHWEL, WXI/WWG Realty, L.L.C., W/W Group Holdings,
L.L.C., WP and WCPT or by the triggering of the aforementioned buy/sell
agreement.
The Company has sought to acquire commercial properties and create value
through adaptive reuse. The Company believes that appropriate well-located
commercial properties which are currently underperforming can be acquired
on advantageous terms and repositioned with the expectation of achieving
enhanced returns which are greater than returns which could be achieved by
acquiring stabilized properties. Effective January 1, 2001, WP became the
Manager of the Company on a day-to-day basis; certain major and operational
decisions require the consent of the Members.
As of December 31, 2000, the Company owned and operated 40 office
properties totaling approximately 4,953,000 square feet, including
approximately 1,522,000 square feet under renovation. The properties are
located in Northern New Jersey (19), Downtown and Suburban Boston (17), and
Suburban Baltimore and Washington, DC (4).
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 and Properties and its wholly owned subsidiaries for their
respective periods of ownership. All significant inter-company accounts and
transactions among the Company and Properties and their subsidiaries 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.
RESTRICTED CASH. Restricted cash primarily consists of debt service reserve
balances.
REAL ESTATE AND DEPRECIATION. Real estate assets are stated at cost. 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 and until the lease up of the acquired development properties.
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 the terms of the related leases.
Depreciation is computed over the expected useful lives of the depreciable
property on a straight-line basis, principally 40 years for commercial
properties and 5 to 12 years for furnishings and equipment. Statement of
Financial Accounting Standard ("SFAS") 121 "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed of" requires
that long-lived assets to be held and used be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. SFAS 121 has not had an impact
on the accompanying consolidated financial statements.
F-50
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEFERRED COSTS. Deferred costs consist primarily of costs incurred to
obtain financing. Such deferred financing costs are amortized over the
expected term of the respective agreements; such amortization is included
in interest expense in the accompanying Consolidated Statements of Income.
FAIR VALUE OF FINANCIAL INSTRUMENTS. The Company's financial instruments
consist of cash and cash equivalents and long-term debt. The Company
believes that the carrying amount of cash and cash equivalents approximates
fair value due to the short maturity of this item. In addition, the Company
believes that the carrying values of its senior secured credit facility,
its secured mezzanine credit facility and certain mortgages approximate
fair values because such debt consists of variable rate debt that reprices
frequently. The Company believes that the carrying values of the remainder
of the mortgage loans approximate fair values based upon various market
data analysis.
INTEREST RATE PROTECTION AGREEMENT. To limit the impact of certain changes
in interest rates on its long-term debt, the Company entered into an
interest rate protection agreement. This agreement limits the variable
interest rate that can be charged on a notional amount of long-term debt.
Amounts paid for this agreement are amortized over the term of the
agreement and are included in interest expense. The fair value of the
interest rate protection agreement and changes in the fair value as a
result of changes in market interest rate are not recognized in the
accompanying financial statements.
INTEREST RATE SWAP AGREEMENT. To reduce the impact of certain changes in
interest rates on its long-term debt, the Company entered into an interest
rate swap agreement during 1998. This agreement involved the exchange of
amounts based on a variable interest rate for amounts based on a fixed
interest rate over the life of the agreement without an exchange of the
notional amount upon which the payments are based. The differential to be
paid or received as interest rates change is settled quarterly and
recognized as an adjustment to interest expense (the accrual accounting
method). The fair value of the swap agreement and changes in the fair value
as a result of changes in market interest rate are not recognized in the
accompanying consolidated financial statements. There have been no gains or
losses on the interest-rate swap agreement in 2000, 1999 or 1998. The swap
agreement expired in 2000.
PROFIT AND REVENUE RECOGNITION. Sales of real estate assets are recognized
at closing, subject to the receipt of down payments and other requirements
in accordance with applicable accounting guidelines. Commercial properties
are leased under operating leases. Rental revenue is recognized on a
straight-line basis over the terms of the respective leases.
INCOME TAXES. The Company is a limited liability company as were the
predecessor companies. In accordance with the tax law regarding such
entities, each of the Company's membership unit holders is responsible for
reporting their share of the Company's taxable income or loss on their
separate tax returns. Accordingly, the Company has recorded no provision
for Federal, state or local income taxes.
PER UNIT DATA. Net income per membership unit is computed based upon the
weighted average number of membership units outstanding during the period.
The assumed conversion of the Series A convertible preferred membership
units is dilutive in 1999, and anti-dilutive in 2000 and 1998.
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.
F-51
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS. In June 1998, Statement of
Financial Accounting Standard ("SFAS") No. 133--ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES was issued. In June1999, SFAS No.
137--ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES--DEFERRAL
OF THE EFFECTIVE DATE OF FASB STATEMENT NO. 133 (AN AMENDMENT OF FASB
STATEMENT NO. 133) was issued. SFAS No. 137 extended the required date of
adoption of SFAS No. 133 to the fiscal year beginning June 15, 2000.
Although SFAS No. 137 permits early adoption, the Company will adopt SFAS
No. 133 effective January 1, 2001. The Company does not anticipate that the
adoption of SFAS No. 133 will have a material effect on its results of
operations or financial position.
RECLASSIFICATIONS. Certain reclassifications have been made to the prior
period presentation to conform with the current year.
F-52
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
3. COMMERCIAL PROPERTIES
The Company owns the following commercial properties at December 31, 2000
and 1999:
Properties Collateralizing Bank Facility*
-----------------------------------------
(amounts in thousands, except square foot amounts)
YEAR GROSS INVESTMENT
SQUARE FEET (UNAUDITED) CONSTRUCTED/ ----------------
----------------------- REHABILITATED (000s)
PROPERTY LOCATION 2000 1999 (UNAUDITED) 2000 1999
-------- -------- ---- ---- ----------- ---- ----
Pointview Corporate Center... Wayne, NJ 564,000 515,000 1976/1998 $ 45,551 $ 38,935
1800 Valley Road............. Wayne, NJ 56,000 56,000 1980 5,520 4,070
Greenbrook Corporate Center.. Fairfield, NJ 201,000 201,000 1987 25,370 24,617
Chatham Executive Center..... Chatham, NJ 63,000 63,000 1972/1997 10,898 10,840
300 Atrium Drive............. Somerset, NJ 150,000 150,000 1983 19,214 18,976
400 Atrium Drive............. Somerset, NJ 355,000 355,000 1985 35,395 35,519
500 Atrium Drive............. Somerset, NJ 169,000 169,000 1984 21,144 21,239
700 Atrium Drive............. Somerset, NJ 181,000 181,000 1985 18,167 18,167
Mountain Heights Center I.... Berkeley Hts, NJ 183,000 183,000 1968/1986/1998 25,700 25,544
Mountain Heights Center II... Berkeley Hts, NJ 123,000 115,000 1968/1986/2000 21,775 18,086
Morris Technology Center..... Parsippany, NJ 257,000 244,000 1963/1977/2000 32,170 14,757
600 Atrium Drive (land)...... Somerset, NJ N/A N/A N/A 2,651 2,336
Garden State Exhibit Center . Somerset, NJ 82,000 82,000 1968/1989 6,159 5,841
150 Wells Avenue............. Newton, MA 11,000 11,000 1987 1,292 1,273
72 River Park................ Needham, MA 22,000 22,000 1983 2,638 2,630
70 Wells Avenue.............. Newton, MA 29,000 29,000 1979 3,930 3,930
160 Wells Avenue............. Newton, MA 19,000 19,000 1970/1997 3,416 3,421
2331 Congress Street......... Portland, ME 24,000 24,000 1980 2,158 2,158
60/74 Turner Street.......... Waltham, MA 16,000 16,000 1970 2,154 2,153
100 Wells Avenue............. Newton, MA 21,000 21,000 1978 2,556 2,548
333 Elm Street .............. Dedham, MA 48,000 48,000 1983 5,958 5,836
Dedham Place................. Dedham, MA 160,000 160,000 1987 27,328 27,190
128 Technology Center........ Waltham, MA 218,000 218,000 1986 36,250 36,186
201 University Avenue........ Westwood, MA 82,000 82,000 1982 10,363 10,227
7/57 Wells Avenue............ Newton, MA 88,000 88,000 1982 12,407 12,390
75/85/95 Wells Avenue........ Newton, MA 242,000 242,000 1976/1986 41,559 40,315
117 Kendrick Street.......... Needham, MA 210,000 209,000 1963/2000 30,511 22,247
Shattuck Office Center....... Andover, MA 63,000 63,000 1985 7,833 7,646
180/188 Mt Airy Road......... Basking Ridge, NJ 104,000 104,000 1980 16,101 15,782
377/379 Campus Drive......... Franklin Twp, NJ 199,000 199,000 1984 23,309 22,934
6301 Stevens Forest Lane..... Columbia, MD N/A 38,000 1980 N/A 4,519
One Mall North............... Columbia, MD 97,000 97,000 1978/1998 11,504 10,733
105 Challenger Road.......... Ridgefield Park, NJ 147,000 147,000 1992 21,231 21,002
--------- --------- ---------- ----------
4,184,000 4,151,000 $ 532,212 $ 494,047
--------- --------- ---------- ----------
F-53
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
COMMERCIAL PROPERTIES (CONTINUED)
Properties Collateralizing Other Mortgages or Unencumbered
----------------------------------------------------------
YEAR GROSS INVESTMENT
SQUARE FEET (UNAUDITED) CONSTRUCTED/ ----------------
----------------------- REHABILITATED (000s)
PROPERTY LOCATION 2000 1999 (UNAUDITED) 2000 1999
-------- -------- ---- ---- ----------- ---- ----
150 Mount Bethel Road........ Warren, NJ 129,000 129,000 1981 $ 8,056 $ 8,037
79 Milk Street............... Boston, MA 64,000 64,000 1920/1998/2000 13,224 10,408
24 Federal Street............ Boston, MA 68,000 68,000 1921/1997/2000 19,806 13,895
McDonough Crossroads......... Owings Mills, MD 32,000 32,000 1988 3,840 3,893
Airport Park................. Hanover Twp, NJ 96,000 96,000 1979 12,503 12,554
Airport Park-Land**.......... Hanover Twp, NJ N/A N/A N/A 2,354 2,089
Oakland Ridge................ Columbia, MD 144,000 144,000 1972 4,179 3,962
401 North Washington......... Rockville, MD 236,000 236,000 1972 23,479 19,917
--------- --------- ---------- ----------
769,000 769,000 87,441 74,755
--------- --------- ---------- ----------
Total Commercial Properties.. 4,953,000 4,920,000 $ 619,653 $ 568,802
========= ========= ========== ==========
*In addition, 333 Elm Street, Dedham Place, 128 Technology Center, 201
University Avenue, 7/57 Wells Avenue and 75/85/95 Wells Avenue are also
encumbered by the Nomura Loan.
**Unencumbered.
No individual tenant aggregated greater than 11% of rental revenue in 2000
or 7% in 1999.
The Company capitalizes interest related to buildings under renovation to
the extent such assets qualify for capitalization. Total interest incurred
and capitalized was $33,004,102 and $8,953,903, $28,627,209 and $5,867,396
and $20,385,672 and $2,973,069 respectively, for the years ended December
31, 2000, 1999 and 1998.
The Company sold the following buildings and properties:
YEAR ENDED DECEMBER 31,
-----------------------
2000 1999 1998
---- ---- ----
Number of buildings (including a small land parcel in 1999) 1 4 1
=========== =========== ===========
Net sales proceeds (approximate) .......................... $ 4,562,000 $71,958,000 $ 4,561,000
=========== =========== ===========
Gains on sales ............................................ $ 238,829 $15,642,149 $ 2,866,183
=========== =========== ===========
4. LEASES
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.
F-54
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
LEASES (CONTINUED)
Non-cancelable operating leases with tenants expire on various dates
through 2016. The future minimum lease payments to be received under leases
existing as of December 31, 2000, are as follows:
(amounts in thousands)
PROPERTIES COLLATERALIZING
--------------------------
FOR THE YEARS ENDED DECEMBER 31, TOTAL BANK FACILITY OTHER
- -------------------------------- ----- ------------- -----
2001................ $ 74,433 $ 62,845 $ 11,588
2002................ 68,671 54,958 13,713
2003................ 64,363 51,046 13,317
2004................ 48,128 35,586 12,542
2005................ 40,004 27,725 12,279
Thereafter.......... 153,504 68,657 84,847
--------- ---------- ----------
Total............... $ 449,103 $ 300,817 $ 148,286
========= ========== ==========
The above future minimum lease payments do not include specified payments
for tenant reimbursements of operating expenses which amounted to
approximately $7,895,000, $6,543,000 and $4,878,000 for the years ended
December 31, 2000, 1999 and 1998, respectively. These amounts have been
included in rental income in the accompanying consolidated statements of
income.
5. GROUND LEASES
The leasehold interests in two buildings totaling 291,000 square feet and
15.22 acres of developable land are subject to ground leases. At December
31, 2000, aggregate future minimum rental payments under the leases which
expire in October 2066, April 2077 and January 2084, are as follows:
(amounts in thousands)
FOR THE YEARS ENDED DECEMBER 31, AMOUNT
-------------------------------- ------
2001................................ $ 215
2002................................ 216
2003................................ 218
2004................................ 231
2005................................ 233
Thereafter......................... 28,093
---------
Total............................... $ 29,206
=========
6. LONG TERM DEBT
The Company's long-term debt consisted of the following:
(amounts in thousands)
DECEMBER 31,
------------
DEBT MATURITY DATE 2000 1999
---- ------------- ---- ----
Secured Senior Credit Facility....... December 2001 $ 181,728 $ 177,261
Secured Mezzanine Credit Facility.... December 2001 62,522 61,400
Nomura Loan.......................... February 2027 66,863 67,469
Other Mortgage Loans................. May 2002 - May 2019 69,627 43,362
---------- ----------
$ 380,740 $ 349,492
========== ==========
F-55
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
LONG TERM DEBT (CONTINUED)
The Company's transactions described in Note 1 were funded primarily by
capital contributions from WCPT and Whitehall, by approximately $47.6
million in debt which encumbered certain of the properties contributed by
Whitehall (the "Atrium Loan") which was assumed by the Company, and by a
mortgage ("Mortgage") between the Company and WRP. The Atrium Loan was
repaid in 1997.
Pursuant to an unsecured loan, WRP had agreed to loan the Company up to
approximately $86.3 million bearing interest at LIBOR + 3.00% until
November 1997 and at LIBOR + 4.00% until maturity in June 1998 (the
"Unsecured Loan"). This loan was repaid in June 1998. Interest expense on
the Unsecured Loan was $145,321in 1998.
In December 1997, the Company obtained a $375 million loan facility (the
"Prior Bank Facility") consisting of a secured term loan facility ("Secured
Term Loan") of up to $225 million and a secured revolving credit facility
("Secured Revolving Credit Facility") of up to $150 million. The term loan
facility bore interest at LIBOR + 1.60% and had a term of four years; the
revolving credit facility bore interest at LIBOR + 2.50% and had a term of
three years. Interest expense on the Prior Bank Facility was $7,456,062 in
1998.
In July 1998, the Company modified the Prior Bank Facility with Fleet
National Bank and Goldman Sachs Mortgage to provide for a secured senior
credit facility ("Secured Senior Credit Facility") of up to $300 million
and a secured mezzanine credit facility ("Secured Mezzanine Credit
Facility") of up to $75 million (collectively, the "Bank Facility"). The
loans bear interest at LIBOR + 1.65% and LIBOR + 3.20%, respectively, and
are now due on December 15, 2001 after a one year extension granted under
the terms of the existing agreements, in December 2000. The proceeds from
the Bank Facility were used to repay amounts outstanding under the Prior
Bank Facility. No additional amounts can be borrowed under the Bank
Facility after March 31, 2001. Interest expense on the Secured Senior
Credit Facility and the Secured Mezzanine Credit Facility was $14,929,905
and $6,122,440, respectively, in 2000, $15,293,524 and $6,088,260,
respectively, in 1999 and $6,643,428 and $2,697,381, respectively, in 1998.
The 30-day LIBOR rate was 6.57% 6.30% and 4.94% at December 31, 2000, 1999
and 1998, respectively.
WCPT and WHWEL each have made limited guarantees of the Bank Facility on
behalf of the Company. WCPT and WHWEL each have guaranteed joint and
severally up to a 50% share of the principal amount of $24.5 million and
50% share of interest on the $375 million term and mezzanine loans in the
event of certain defaults or non-compliance by the Company.
In connection with the Saracen transaction, the Company assumed a mortgage
loan held by Nomura Asset Capital Corporation in the original amount of
approximately $68.3 million (the "Nomura Loan"). The loan bears interest at
a rate of 8.03% and requires monthly payments of principal and interest
until maturity in February 2027.
During 2000 and 1999, the Company obtained eight mortgages to acquire and
improve eight properties including one second mortgage provided by the
seller on one property (the "Other Mortgage Loans"). The interest rates on
the Other Mortgage Loans range from LIBOR + 2.05% to 10.50% and the
maturity dates range from May 30, 2002 to May 31, 2019.
The Company has guaranteed the completion of the renovation of one of the
properties encumbered by one of the mortgage loans and has agreed to
indemnify the lender, Provident Bank of Maryland, from any losses resulting
from the failure to complete the renovation.
F-56
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
LONG TERM DEBT (CONTINUED)
The Bank Facility and the Nomura Loan contain various customary covenants
including the ratio of liabilities to assets, debt service coverage,
minimum equity, and the amount of distributions that can be paid to Members
among other covenants. As of December 31, 2000 and 1999, the Company was in
compliance with the terms of covenants under all loan agreements.
The aggregate maturities for the Company's long-term debt obligations for
each of the next five years and thereafter are as follows:
(amounts in thousands)
ASSUMED
BY NEW
VENTURE
UPON SECURED SECURED
TRANSFER SENIOR MEZZANINE OTHER
TO NEW CREDIT CREDIT NOMURA MORTGAGE
FOR THE YEARS ENDED DECEMBER 31, TOTAL VENTURE FACILITY FACILITY LOAN LOANS
- -------------------------------- ----- ------- -------- -------- ---- -----
2001................. $ 249,170 $ 4,000 $ 181,728 $ 62,522 $ 674 $ 246
2002................. 30,832 -- -- -- 731 30,101
2003................. 28,837 -- -- -- 793 28,044
2004................. 3,741 -- -- -- 844 2,897
2005................. 1,091 -- -- -- 931 160
Thereafter........... 67,069 -- -- -- 62,890 4,179
--------- -------- --------- --------- --------- ---------
Total................ $ 380,740 $ 4,000 $ 181,728 $ 62,522 $ 66,863 $ 65,627
========= ======== ========= ========= ========= =========
To reduce the impact of certain changes in interest rates on its long-term
debt, the Company entered into two interest rate protection agreements and
an interest rate swap agreement. One interest rate protection agreement
caps LIBOR at 7.50% for up to $300 million through March 15, 2001 and for
up to $200 million through May 15, 2001. The other interest rate protection
agreement capped LIBOR at 7.69% for up to $64 million through June 15,
2000. The interest rate swap agreement fixed LIBOR at 5.90% for up to $220
million until May 15, 2000. The cost of these interest rate protection
agreements is being amortized over their lives. The amortization of the
interest rate protection agreements and the net settlement amount of the
interest rate swap agreement, which is recorded as an adjustment to
interest expense in 2000, 1999 and 1998, aggregated approximately $416,000,
$1,354,000 and $459,000, respectively.
7. TRANSACTIONS WITH AFFILIATES
In connection with the formation of the Company in 1997 and the new capital
commitment from Whitehall in 1999, WRP issued warrants to Whitehall to
purchase a total of 2,128,098 shares of WRP's common stock at an exercise
price of $24.20 per share, payable in cash or in exchange for membership
units of the Company. These warrants were not exercised and were
surrendered on December 21, 2000, pursuant to the agreements discussed in
Note 1.
Under the terms of the joint venture, WCPT, as managing member of the
Company, was entitled to an administrative fee of $600,000 per year for the
reimbursement of salaries and costs incurred relating to the operation of
the Company through December 31, 2000. Such fees were $600,000 in each of
the years ended December 31, 2000 and 1999, respectively, and $300,000 for
the year ended December 31, 1998.
The Company earned interest income of approximately $675,000 in 2000 at
LIBOR + 4.00% based upon the total investment in the three real estate
assets transferred to the New Venture on January 4, 2001, as discussed in
Note 1.
F-57
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
TRANSACTIONS WITH AFFILIATES (CONTINUED)
The Company incurred aggregate interest to WRP on short-term advances
during the years ended December 31, 2000 and 1999 of approximately $703,000
and $517,000, respectively. The interest rate charged was LIBOR + 5.00%.
An affiliate of Whitehall performed asset management services for the
Company for which the Company incurred fees of approximately $133,000 for
the year ended December 31, 1998. This contract expired February 25, 1998.
Affiliates of the Saracen Members performed asset management and property
management services for the Company. These fees amounted to approximately
$649,000 for the year ended December 31, 1998. Fees paid during 1999
amounted to $495,000 which included asset management fees through January
21, 1999, when the asset management agreement was terminated. Upon
termination, the Company agreed to pay $1 million in 2004, plus quarterly
interest at 10% per annum paid currently. Property management fees amounted
to approximately $528,000 for the year ended December 31, 2000.
At December 31, 2000, the Company has approximately $978,000 of receivables
from its Members or their affiliates, which amount is included in
receivables, prepaids and other assets on the accompanying consolidated
balance sheets. At December 31, 1999, the Company had aggregate accrued
expenses and other liabilities of approximately $463,000 due to Members or
affiliated companies for unpaid fees, interest and other items.
Affiliates of the Saracen Members lease space at 7/57 Wells Avenue. Revenue
related to these leases for the years ended December 31, 2000, 1999 and
1998, amounted to $44,826, $43,650 and $67,572, respectively.
Also, as part of the agreements described in Note 1, the Company entered
into arrangements with WP beginning January 1, 2001, to pay for
development, construction and leasing fees based upon a schedule of rates
for each geographic area the Company operates in, as well as an
administrative cost and expense management fee equal to 93 basis points of
an agreed upon initial aggregate asset value of $700 million of the
Company's real estate assets. The fee will be reduced six months after any
asset is sold pursuant to an agreed upon formula. As part of the agreements
described in Note 1, the Company entered into lease agreements with WP for
office space at three buildings owned by the Company; such agreements
provide for minimum annual lease payments aggregating approximately
$323,000 beginning January 1, 2001.
See Notes 1, 6 and 9 for additional related party interest information.
8. MEMBERS' EQUITY
WRP, through WCPT, and WP are entitled to receive incentive compensation,
payable out of distributions, made by the Company to WCPT and the Whitehall
members (the "Promote") after return of capital and minimum annual returns
of at least 15% to 17.5% on such capital balances to WCPT and Whitehall (as
defined in the Company's Operating Agreement). To date, neither WRP nor WP
have earned or received any distribution of the Promote.
F-58
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
MEMBERS' EQUITY (CONTINUED)
At December 31, 2000, WCPT and the Whitehall entities have committed to
make additional equity contributions through December 31, 2001, of
approximately $8,468,000 and $47,249,000 respectively, for new
acquisitions, renovations and working capital. Also, WCPT or WRP and the
Whitehall Members have agreed to contribute an aggregate of $10 million on
a revolving, as needed basis ("Revolving Equity") through December 31,
2003. This Revolving Equity accrues dividends at a rate of LIBOR + 5.00%
and is subordinate to the Series A convertible preferred equity, but is
senior to the membership units.
At the formation of the Company, 2,505,000 membership units were issued to
WCPT, representing its 50.1% interest, and 2,495,000 units were issued to
Whitehall, representing its 49.9% interest. Subsequently, an additional
3,168,000 and 5,684,000 units were issued to WCPT and Whitehall (210,000
and 900,000, respectively, in 2000), respectively, in connection with net
additional capital contributions used to fund acquisitions and renovations.
The Members have established a price of $18.00 for membership units
contributed after October 2000, subject to adjustment as returns of capital
are made.
In connection with the Saracen Transaction, 468,557 membership units and
760,000 Series A convertible preferred membership units were issued to the
Saracen Members. The membership units were issued at a price of $16.22 per
membership unit. The Series A convertible preferred membership units are
convertible into membership units at a price of $18.65 per membership unit.
These units also provide for cumulative dividend payments of the greater of
(a) 6% or (b) the dividend payable to membership unit holders, calculated
on an as converted basis, payable quarterly in arrears, and have a
liquidation preference of $25.00 per Series A convertible preferred
membership unit plus accrued and unpaid distributions. In February 2000,
the Company redeemed the 16,717 membership units and 27,098 Series A
convertible preferred membership units held by one of the Saracen members
for an aggregate amount of $750,000.
The number of membership units issued and outstanding are as follows:
DECEMBER 31,
------------
2000 1999 1998
---- ---- ----
WCPT...................... 5,673,012 5,463,413 4,744,028
Whitehall................. 8,178,620 7,279,111 4,727,740
Saracen Members........... 451,840 468,557 468,557
---------- ---------- ---------
Total..................... 14,303,472 13,211,081 9,940,325
========== ========== =========
Distributions of $3,007,481 were declared on November 19, 1998 to
membership unit holders on record as of that date. These distributions were
paid during the first quarter 1999. During 2000 and 1999, additional
distributions of $4,540,834 and $19,284,324, respectively, were declared,
of which $2,253,520 and $5,323,534 remained unpaid at December 31, 2000 and
1999, respectively.
9. COMMITMENTS AND CONTINGENCIES
Under the terms of the Company's joint venture agreement, Whitehall may
require the Company to sell any and all of its properties to an independent
third party purchaser, subject to certain restrictions. In addition,
Whitehall may trigger the sale of the Pointview project to either WCPT or
Whitehall, subject to certain conditions. Subsequent to December 31, 2003,
Whitehall may trigger the sale of all of the Company's membership units or
remaining assets to either WCPT or Whitehall, subject to certain
conditions.
F-59
WELLSFORD/WHITEHALL GROUP, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
COMMITMENTS AND CONTINGENCIES (CONTINUED)
As a commercial real estate owner, the Company is subject to potential
environmental costs. At December 31, 2000, management of the Company is not
aware of any environmental concerns that would have a material adverse
effect on the Company's consolidated financial condition, consolidated
results of operations or consolidated cash flows.
From time to time, legal actions are brought against the Company in the
ordinary course of business. In the opinion of management, such matters
will not have a material effect on the Company's consolidated financial
condition, consolidated results of operations or consolidated cash flows.
The Company has management agreements with unaffiliated property management
companies to manage the operations of the properties. Management fees are
generally based on 2% to 3% of gross rentals collected and are generally
terminable on 30 days notice.
See Notes 1, 6 and 7 for additional commitments and contingencies.
10. SUBSEQUENT EVENTS (UNAUDITED)
In November 2000, the Company executed an agreement to sell five properties
located in suburban Boston, totaling 102,000 SF, for $18 million. The sale
was completed in February 2001. The Company is also negotiating a contract
to sell one property located in Portland, Maine, acquired in the same
transaction as the five properties, for approximately $1.6 million. Such
transaction is expected to close during the second quarter of 2001. These
transactions should result in a net gain of approximately $3.6 million.
F-60
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2000
(amounts in thousands, except square footage and units)
COST
INITIAL COST CAPITALIZED
UNITS/ ------------------------------- SUBSEQUENT
DATE YEAR SQUARE DEPRECIABLE BUILDING AND TO
DESCRIPTION ACQUIRED BUILT FEET LIFE LAND IMPROVEMENTS TOTAL ACQUISITION
----------- -------- ----- ---- ---- ---- ------------ ----- -----------
DEVELOPMENT
Blue Ridge -
Garden Apts Dec-
Denver, CO ................ 1997 1997 456 27.5 yrs $ 5,225 $ 36,339 $ 41,564 $ 116
Red Canyon -
Garden Apts Nov-
Denver, CO ................ 1998 1998 304 27.5 yrs 5,060 28,844 33,904 (196)
Silver Mesa -
Garden Apts Dec-
Denver, CO ................ 2000 2000 136 27.5 yrs 3,343 18,959 22,302 --
------- --------- --------- --------- ---------
TOTAL DEVELOPMENT ........... 896 13,628 84,142 97,770 (80)
======= --------- --------- --------- ---------
OFFICE, RETAIL
AND INDUSTRIAL ............
Bradford Plaza -
Retail Feb-
W Chester, PA ............. 1998 1990 123,885 40 yrs 1,692 9,628 11,320 266
Miscellaneous Investments
Five properties- Feb-
Office/Industrial .......... 1998 Var. 358,385 40 yrs 2,200 13,567 15,767 2,883
------- --------- --------- --------- ---------
TOTAL OFFICE, RETAIL AND
INDUSTRIAL ................ 482,270 3,892 23,195 27,087 3,149
======= --------- --------- --------- ---------
TOTAL ....................... $ 17,520 $ 107,337 $ 124,857 $ 3,069
========= ========= ========= =========
TOTAL COST
------------------------------- PROVISION
BUILDING AND FOR ACCUMULATED
DESCRIPTION LAND IMPROVEMENTS TOTAL IMPAIRMENT NET DEPRECIATION ENCUMBRANCE
----------- ---- ------------ ----- ---------- --- ------------ -----------
DEVELOPMENT
Blue Ridge -
Garden Apts
Denver, CO ................ $ 5,225 $ 36,455 $ 41,680 $ -- $ 41,680 $ 3,976 $ 33,354
Red Canyon -
Garden Apts
Denver, CO ................ 5,060 28,648 33,708 -- 33,708 2,171 26,370
Silver Mesa -
Garden Apts
Denver, CO ................ 3,343 18,959 22,302 -- 22,302 173 32,000 (A)
--------- --------- --------- --------- --------- --------- ----------
TOTAL DEVELOPMENT ........... 13,628 84,062 97,690 -- 97,690 6,320 91,724
--------- --------- --------- --------- --------- --------- ----------
OFFICE, RETAIL
AND INDUSTRIAL ............
Bradford Plaza -
Retail
W Chester, PA ............. 1,692 9,894 11,586 1,150 (B) 10,436 703 -- (C)
Miscellaneous Investments
Five properties-
Office/Industrial .......... 2,200 16,450 18,650 3,575 (B) 15,075 1,225 -- (C)
--------- --------- --------- --------- --------- --------- ----------
TOTAL OFFICE, RETAIL AND
INDUSTRIAL ................ 3,892 26,344 30,236 4,725 25,511 1,928 -- (C)
--------- --------- --------- --------- --------- --------- ----------
TOTAL ....................... $ 17,520 $ 110,406 $ 127,926 $ 4,725 $ 123,201 $ 8,248 $ 91,724
========= ========= ========= ========= ========= ========= ==========
- ----------
(A) Debt is also collateralized by the condominium portion of the project with
a carrying amount of $21,850; individual units are currently held for sale.
(B) Provision for impairment relates to excess of carrying amounts over
estimated individual net sale prices of assets held for sale.
(C) Properties were cross-collateralized and encumbered by a $28,000 mortgage
which was repaid in December 2000.
S-1
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2000
(AMOUNTS IN THOUSANDS)
The following is a reconciliation of real estate assets and accumulated
depreciation:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
---- ---- ----
REAL ESTATE
Balance at beginning of period............ $ 135,418 $ 134,239 $ 41,564
Additions:
Acquisitions and transfers from
construction in progress............ 22,302 7,238 156,533
Capital improvements................... 1,993 1,179 136
---------- ---------- ----------
159,713 142,656 198,233
Less:
Provision for impairment............... (4,725)
Cost of real estate sold............... (31,787) (7,238) (63,994)
---------- ---------- ----------
Balance at end of period.................. $ 123,201 (A) $ 135,418 $ 134,239
========== ========== ==========
ACCUMULATED DEPRECIATION
Balance at beginning of period............ $ 6,584 $ 2,707 $ --
Additions:
Charged to operating expense........... 4,198 3,877 2,707
---------- ---------- ----------
10,782 6,584 2,707
Less:
Accumulated depreciation on real estate
sold................................ 2,534 -- --
---------- ---------- ----------
Balance at end of period................. $ 8,248 (A) $ 6,584 $ 2,707
========== ========== ==========
- ----------
(A) The aggregate depreciated cost for federal income tax purposes was
approximately $967,000 greater at December 31, 2000.
S-2
WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
SCHEDULE IV
MORTGAGE NOTES ON REAL ESTATE
DECEMBER 31, 2000
(AMOUNTS IN THOUSANDS)
NOTES RECEIVABLE TYPE OF SECURITY INTEREST RATE MATURITY DATE PAYMENT TERMS
---------------- ---------------- ------------- ------------- -------------
277 Park Loan ................... Office (B) 12.00% May 2007 (C) Interest Only
Safeguard Credit Facility (D) ... Storage Facility (E) LIBOR + 4.00% April 2001 Interest Only
Patriot Loan .................... Office (G) LIBOR + 4.75% July 2002 Interest Only
Guggenheim Loan ................. (H) 8.25% December 2005 Principal & Interest (I)
Other ........................... Various Various Various Various
TOTAL ..........................
TOTAL
CARRYING PRINCIPAL
AMOUNT SUBJECT TO
OF PRIOR CARRYING DELINQUENT
NOTES RECEIVABLE LIENS FACE AMOUNT AMOUNT (A) PAYMENTS
---------------- ----- ----------- ---------- --------
277 Park Loan ................... $ 327,004 $ 25,000 $ 25,000 $ --
Safeguard Credit Facility (D) ... -- 2,900 (F) 2,900 --
Patriot Loan .................... 73,668 5,000 5,000 --
Guggenheim Loan ................. -- 4,128 4,128 --
Other ........................... -- 948 796 19
--------- -------- --------- -------
TOTAL .......................... $ 400,672 $ 37,976 $ 37,824 (J) $ 19
========= ======== ========= =======
- ----------
(A) The aggregate carrying amount for federal income tax purposes is equal to
the total face amount reflected in this schedule.
(B) This loan is secured by certain equity interests in an entity which owns a
52-story, approximately 1.75 million square foot office building in New
York, NY.
(C) This loan precludes prepayments until May 2003. From May 2003 to April
2006, a prepayment penalty based on a yield maintenance formula (as defined
in the related documents) is applicable. From May 2006 to maturity, no
prepayment penalty is applicable. The prior lien amount includes only
mortgage obligations.
(D) The outstanding balance of $2,900 was paid in full and the Safeguard Credit
Facility was terminated on January 30, 2001.
(E) This loan is secured by first mortgage liens on 2 self-storage facilities
totaling 141,721 square feet located in Marrero and New Orleans, LA. (F)
The maximum balance of the Company's portion of this facility is $20,000.
(G) This loan is secured by a fee interest in an office property totaling
607,668 square feet located in Boston, MA.
(H) This loan is secured by an equity interest in The Liberty Hampshire
Company, L.L.C.
(I) This loan has scheduled annual principal and interest payments (as defined
in the related documents).
(J) Reconciliation of carrying amount:
Balance at January 1, 1998......... $ 105,632
Additions:
New loans....................... 40,604
Funding of credit facilities.... 33,305
Amortization of discount........ 410
Deductions:
Collection of principal......... (55,244)
-----------
Balance at January 1, 1999......... 124,707
Additions:
New loans....................... 49,295
Amortization of discount........ 217
Deductions:
Collection of principal......... (112,741)
Contributions for joint venture
interests...................... (24,218)
-----------
Balance at January 1, 2000......... 37,260
Additions:
New loans....................... 32,961
Amortization of discount........ 12
Deductions:
Collection of principal.........
(32,409)
-----------
Balance at December 31, 2000....... $ 37,824
===========
S-3