Wellsford Real Properties, Inc. (AMEX:WRP) announced today that its
net assets in liquidation at March 31, 2007 aggregated $57,504,451,
or $8.65 per share, based upon 6,646,378 common shares outstanding,
compared to $57,595,561, or $8.67 per share, at December 31, 2006
based upon 6,646,738 common shares outstanding. At March 31, 2007,
WRP had total assets of $105,379,499, which was comprised primarily
of real estate assets under development of $37,832,269, investment
in Reis, Inc. (�Reis�) of $20,000,000, cash of $39,304,567,
restricted cash of $2,992,241 and deferred merger costs of
$3,753,598. Total liabilities and minority interests of $47,875,048
at March 31, 2007 was comprised of the reserve for estimated costs
during the period of liquidation of $17,447,143, mortgage notes and
construction loans payable of $17,984,678, the reserve for option
cancellations of $3,063,778 and construction payables, other
accruals and liabilities and minority interests aggregating
$9,379,449. During the three months ended March 31, 2007, net
assets in liquidation decreased $91,110. This decrease is primarily
attributable to (1) a decrease in real estate assets under
development of $132,937, which resulted from the net effect of
sales of condominiums and homes and value adjustments to the
development projects and (2) an increase in the option cancellation
reserve of $430,370 which reflects the changes in the market price
of WRP�s common stock between March 31, 2007 and December 31, 2006,
offset by operating income of $472,197, which primarily represents
interest income earned from cash and cash equivalents. During the
three months ended March 31, 2006, net assets in liquidation
decreased $3,185,810. This decrease is primarily attributable to
the recording of a $4,226,938 provision upon the adoption of
modifications by WRP�s Board of Directors in the terms of WRP�s
stock option plans during the first quarter of 2006. The provision
resulted from the modification to allow for cash payments that
could be made to option holders as consideration for the
cancellation of their options in the amount of the fair value of
WRP�s common stock in excess of the adjusted exercise prices of
outstanding options as of March 31, 2006. The decrease was offset
by the net effect of an increase in value to WRP�s residential
development projects from the accretion of discounting during the
period of $672,805 and operating income of $368,323 which primarily
represents interest income earned from cash and cash equivalents.
WRP announced in November 2005 that its stockholders had ratified
the Plan of Liquidation (the �Plan�) at the annual meeting held on
November 17, 2005. After the approval of the Plan by the
stockholders, WRP completed the sale of its largest asset, the
three residential rental phases of its Palomino Park project for
$176,000,000. On December 14, 2005, WRP made an initial liquidating
distribution of $14.00 per share, aggregating approximately
$90,597,000, to its stockholders. For all periods preceding
stockholder approval of the Plan on November 17, 2005, WRP�s
financial statements are presented on the going concern basis of
accounting. As required by generally accepted accounting
principles, WRP adopted the liquidation basis of accounting as of
the close of business on November 17, 2005. Under the liquidation
basis of accounting, assets are stated at their estimated net
realizable value and liabilities are stated at their estimated
settlement amounts, which estimates will be periodically reviewed
and adjusted as appropriate. If the Merger with Reis (as described
below) is consummated and the Plan is terminated, then WRP will
change from the liquidation basis of accounting to the going
concern basis of accounting upon the effective termination of the
Plan. Remaining Activities, Assets and Investments At March 31,
2007, WRP�s remaining activities, assets and investments were
comprised primarily of the following: The 259 unit Gold Peak
condominium development in Highlands Ranch, Colorado is the
remaining phase from WRP�s Palomino Park development. Sales
commenced in January 2006 and 129 Gold Peak units were sold by
March 31, 2007, including 21 and 16 units during the three months
ended March 31, 2007 and 2006, respectively. At March 31, 2007 an
additional 23 units were under contract. The Orchards is a single
family home development in East Lyme, Connecticut, upon which WRP
commenced building 101 single family homes on 139 acres. An
additional 60 homes could be built on a contiguous 85 acre parcel
of land also owned by WRP. Sales commenced in June 2006 and seven
homes were sold by March 31, 2007, including two during the three
months ended March 31, 2007. At March 31, 2007, an additional three
East Lyme homes were under contract. A 75% ownership interest in a
joint venture that owns two land parcels aggregating approximately
300 acres in Claverack, New York. One land parcel is subdivided
into seven single family home lots on approximately 65 acres. One
house and one lot were sold to a purchaser during the year ended
December 31, 2006 and one lot was sold to the partner in the
venture during the first quarter of 2007. The remaining 235 acres,
known as The Stewardship, was originally subdivided into six single
family home lots. WRP recently obtained conditional subdivision
approval to increase the number of developable residential lots to
48. WRP intends to obtain construction financing, complete the
required infrastructure, construct two model homes and sell lots
and homes to individual buyers. Ownership interests aggregating 23%
in Reis, a provider of commercial real estate market information to
investors, lenders and other professionals in the debt and equity
capital markets. A 10% interest in Clairborne Fordham, a company
which currently owns and is selling the remaining unsold
residential unit of a 50-story, 277 unit, luxury condominium
apartment project in Chicago, Illinois. Merger with Reis On October
11, 2006, WRP announced that it had entered into a definitive
merger agreement to acquire Reis (the �Merger�). The Merger was
approved by the independent members of WRP�s Board of Directors on
that date. Reis stockholders, excluding Wellsford Capital, a
wholly-owned subsidiary of WRP, will receive, in the aggregate,
approximately $34,579,414 in cash and 4,237,673 shares of newly
issued common stock of WRP which, for purposes of the Merger, has
been established at $8.16 per share, resulting in an implied equity
value for Reis of approximately $90,000,000. The rules of the
American Stock Exchange (the �AMEX�) require WRP�s stockholders to
approve the issuance of shares of common stock of WRP to Reis
stockholders, since such an issuance would be greater than 20% of
the WRP common shares currently outstanding. The transaction, which
is also subject to the approval of Reis�s stockholders, regulatory
approvals and other customary closing conditions, is expected to
close in the second quarter of 2007. The definitive joint proxy
statement/prospectus of Wellsford and Reis was filed with the
Securities and Exchange Commission (�SEC�) on May 2, 2007 and
mailing to stockholders commenced on May 3, 2007. WRP�s annual
stockholders� meeting will be held on May 30, 2007. If the Merger
is consummated, WRP will terminate its previously adopted Plan, but
will continue with its residential development and sales activities
related to its real estate assets over a period of years. The cash
portion of the Merger consideration is to be funded by a loan
extended to Reis by a financial institution aggregating
$27,000,000, of which $25,000,000 may be used to pay the cash
portion of the Merger consideration and the payment of related
Merger costs and the remaining $2,000,000 may be utilized for
Reis�s working capital needs. The remainder of the Merger
consideration and transaction costs will be funded with cash from
Reis and WRP. On the consummation of the Merger, WRP will have
approximately 10,700,000 shares of common stock outstanding and
will change its corporate name to Reis, Inc. Following the
consummation of the Merger, current Reis stockholders will own
approximately 38% of WRP. If the Merger is consummated, WRP
estimates that $1.15 of the $14.00 per share liquidating
distribution made on December 14, 2005 will be recharacterized as
taxable dividend income. There can be no assurance that Reis�s
stockholders will vote to approve the Merger and adopt the Merger
agreement or that WRP�s stockholders will vote to issue shares of
WRP�s common stock in connection with the Merger. Furthermore,
there can be no assurance following a vote in favor of the Merger
and such issuance of WRP�s common stock that the Merger will be
consummated. Additional Information For additional information
regarding WRP�s financial position and activities during the first
quarter of 2007, please see the financial statements and
management�s discussion and analysis of financial condition and
results of operations as presented in the March 31, 2007 Form 10-Q
filed with the SEC on May 11, 2007. Cautionary Statement Regarding
Forward-Looking Statements This press release, together with other
statements and information publicly disseminated by WRP, contains
certain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These
forward-looking statements relate to WRP�s outlook or expectations
for earnings, revenues, expenses, asset quality or other future
financial or business performance, strategies or expectations, or
the impact of legal, regulatory or supervisory matters on WRP�s
business operations or performance. Specifically, forward-looking
statements may include: -- statements relating to the benefits of
the merger with Reis; � -- statements relating to future business
prospects, revenue, income and cash flows of WRP individually; � --
statements relating to revenues of the resulting company after the
merger with Reis; and � -- statements preceded by, followed by or
that include the words �estimate,� �plan,� �project,� �intend,�
�expect,� �anticipate,� �believe,� �seek,� �target� or similar
expressions. These statements reflect WRP�s management�s judgment
based on currently available information and involve a number of
risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. With
respect to these forward-looking statements, WRP�s management has
made assumptions regarding, among other things, the determination
of estimated net realizable value for its assets and the
determination of estimated settlement amounts for its liabilities
and general economic conditions. Future performance cannot be
ensured. Actual results may differ materially from those in the
forward-looking statements. Some factors that could cause WRP�s
actual results to differ include: -- expected benefits from the
merger with Reis may not be fully realized or at all; � -- revenues
following the merger with Reis may be lower than expected; � -- the
possibility of litigation arising as a result of terminating the
Plan; � -- adverse changes in the real estate industry and the
markets in which the post-merger company will operate; � -- the
inability to retain and increase the number of customers of the
post-merger company; � -- competition; � -- difficulties in
protecting the security, confidentiality, integrity and reliability
of the data of the post-merger company; � -- legal and regulatory
issues; � -- changes in accounting policies or practices; and � --
the risk factors listed under �Item 1A. Risk Factors� in WRP�s
annual report on Form 10-K for the year ended December 31, 2006,
which was filed with the SEC on March 29, 2007, as amended, on
April 30, 2007, and those listed and under �Risk Factors� in WRP�s
registration statement on Form S-4 which was initially filed with
the SEC on December 28, 2006 and, as amended, on March 9, 2007,
April 11, 2007 and April 30, 2007. You are cautioned not to place
undue reliance on any forward-looking statements, which speak only
as of the date of this press release. Except as required by law,
WRP undertakes no obligation to publicly update or release any
revisions to these forward-looking statements to reflect any events
or circumstances after the date of this press release or to reflect
the occurrence of unanticipated events.
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