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Wellsford Real Properties, Inc. Reports Third Quarter 2006 Results.


NEW YORK New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 -- Wellsford Real Properties, Inc. (AMEX AMEX

See: American Stock Exchange
:WRP WRP Wetland Reserve Program
WRP Workforce Recruitment Program
WRP Workers Revolutionary Party
WRP Windows Resource Protection (Microsoft Windows Vista)
WRP Wetlands Restoration Program
WRP Work Restriction Protection
) announced today that its net assets Net assets

The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand.


net assets

See owners' equity.
 in liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts.

A type of proceeding pursuant to federal Bankruptcy
 at September 30, 2006 aggregated $56,210,634 or $8.69 per share based upon 6,471,179 common shares outstanding. Net assets in liquidation aggregated $56,569,414 or $8.74 per share at December 31, 2005 and $55,844,106 or $8.63 per share at June 30, 2006.

At September 30, 2006, WRP had total assets of $115,442,427 which was comprised primarily of real estate assets under development of $49,606,070, investments in joint ventures and Reis, Inc. ("Reis") of $20,453,074, cash of $38,000,641 and restricted cash and investments of $4,609,931. Total liabilities and minority interests of $59,231,793 at September 30, 2006 was comprised of the reserve for estimated costs during the period of liquidation of $20,837,482, mortgage notes and construction loans payable of $23,584,254, the reserve for option cancellations of $2,711,000 and construction payables, other accruals Accruals

Accounts on a balance sheet that represent liabilities and non-cash-based assets used in accrual-based accounting. These accounts include, among many others, accounts payable, accounts receivable, goodwill, future tax liability and future interest expense.
 and liabilities and minority interests aggregating $12,099,057.

During the three months ended September 30, 2006, net assets in liquidation increased approximately $366,528. This increase is attributable to (i) operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 of approximately $441,917 which primarily represents interest income earned from cash and cash equivalents and (ii) the increase in real estate assets under development of $393,765, which results primarily from changes in the net realizable value Net realizable value (NRV) is a commonly used method of evaluating an asset's worth in the field of inventory accounting. NRV is part of GAAP rules that apply to valuing inventory, so as to not overstate or understate the value of inventory goods.  estimates of certain development projects due to the shortening of the discount period as a result of the passage of time, offset by (iii) the recording of a $469,154 increase to the reserve for option cancellations to reflect the increase in the market price of WRP's common stock between June 30, 2006 and September 30, 2006.

During the nine months ended September 30, 2006, net assets in liquidation decreased $358,780. This decrease is primarily attributable to the recording of a $4,226,938 provision upon the adoption by the Board of modifications 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 would be made to option holders, at their election, as consideration for the cancellation of their options in the amount of the fair value of WRP's common stock in excess of the adjusted exercise prices of outstanding options as of March 31, 2006. This liability has been decreased by $848,351 to reflect the changes in the market price of WRP's common stock between March 31, 2006 and September 30, 2006. The net decrease was offset by (i) a net increase in value of real estate assets under development of $1,747,042 which results primarily from changes in the net realizable value estimates, including the shortening of the discount periods as a result of the passage of time and sales of condominium condominium

In modern property law, individual ownership of one dwelling unit within a multidwelling building. Unit owners have undivided ownership interest in the land and those portions of the building shared in common.
 units and homes and (ii) operating income of approximately $1,272,765 which primarily represents interest income earned from cash and cash equivalents.

WRP had announced in November 2005 that its stockholders approved 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 Palomino

Colour type of horse distinguished by its cream, yellow, or gold coat and a white or silver mane. It is popular in pleasure and parade classes. Palominos may conform to the breed types of several light breeds, including the Arabian horse and the American Quarter Horse.
 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 The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
, 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 con·sum·mate  
tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates
1.
a. To bring to completion or fruition; conclude: consummate a business transaction.

b.
, then WRP would change from the liquidation basis of accounting to the going concern basis of accounting upon the effective termination of the Plan.

WRP reported revenues of $4,231,164 and $12,569,984 and net income of $3,776,753 and $3,954,913, or $0.58 and $0.61 per basic and diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share for the three and nine months ended September 30, 2005, respectively.

Remaining Activities, Assets and Investments

At September 30, 2006, WRP's remaining activities, assets and investments were comprised primarily of the following:

* The 259 unit Gold Peak condominium development in Highlands Ranch, Colorado Highlands Ranch is an unincorporated community and a Census Designated Place (CDP) located in Douglas County, Colorado, United States. The estimated population was 128,273 in 2007, making Highlands Ranch one of the most populous unincorporated communities in the United States.  is the remaining phase from our Palomino Park development. Sales commenced in January 2006 and 75 Gold Peak units were sold by September 30, 2006. At September 30, 2006 an additional 55 units were under contract.

* The Orchards is a single family home development in East Lyme, Connecticut East Lyme is a town in New London County, Connecticut, United States. The population was 18,118 at the 2000 census. The latitude of East Lyme is 41.353N. The longitude is -72.23W. Geography
According to the United States Census Bureau, the town has a total area of 108.
, upon which WRP commenced building 101 single family homes on 139 acres. An additional 60 homes could be built on a contiguous Adjacent or touching. Contrast with fragmentation. See contiguous file.  85 acre parcel of land also owned by WRP. Sales commenced in June 2006 and one home was sold by September 30, 2006. At September 30, 2006, an additional six East Lyme East Lyme (līm), town (1990 est. pop. 14,000), New London co., SE Conn., on Long Island Sound; settled c.1660, inc. 1839. The town has diversified light industry. Its many colonial buildings include the restored Thomas Lee House (c.1660).  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 Claverack is a town in Columbia County, New York, United States. The population was 6,401 at the 2000 census. The town name is a corruption for the Dutch word for "Clover Fields" or "Clover Reach". . One land parcel is subdivided into seven single family home lots upon which Claverack intends to build and sell homes. The remaining 235 acres, known as The Stewardship stewardship

the occupation of being a steward or custodian. Referring to animals it implies the caring sort of relationship based on an acceptance of the need to include the rights of animals in overall plans to maintain financial viability.
, are currently subdivided into six single family home lots with the intent to obtain an increase in the number of developable residential lots, improve the land, obtain construction financing and construct and sell 48 single family homes.

* Interests aggregating 23% in Reis, a real estate information and database company.

* A 10% interest in Clairborne Fordham, a company which currently owns and is selling the remaining two unsold residential units of a 50-story, 277 unit, luxury condominium apartment project in Chicago, Illinois.

Merger with Reis

On October 11, 2006 WRP announced that it 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 WRP, will receive, in the aggregate, approximately $34,600,000 in cash and approximately 4,200,000 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 American Stock Exchange (AMEX)

Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921.
 (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 common shares currently outstanding. The transaction, which is also subject to the approval of the Reis stockholders, regulatory approvals and other customary closing conditions, is expected to close in the first quarter of 2007.

If the Merger is consummated, WRP would abandon its previously adopted Plan, but would continue with its program of disposing of its remaining real estate assets through development and/or sale.

The cash portion of the purchase price is to be funded by a loan extended to Reis by a financial institution aggregating $27,000,000 (of which $25,000,000 can be used for Merger consideration and the payment of related Merger costs and the remaining $2,000,000 can be utilized for future working capital needs) and WRP's cash on hand. Upon completion of the Merger, WRP would have approximately 10,700,000 shares of common stock outstanding and change its corporate name to Reis, Inc. Following the closing of the Merger, Reis stockholders would own approximately 40% of the combined company.

There can be no assurance that the Reis 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.

This press release, together with other statements and information publicly disseminated disseminated /dis·sem·i·nat·ed/ (-sem´i-nat?ed) scattered; distributed over a considerable area.

dis·sem·i·nat·ed
adj.
Spread over a large area of a body, a tissue, or an organ.
 by WRP, contains certain forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of WRP or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following, which are discussed in greater detail in the "Risk Factors" section of WRP's Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 filed with the Securities and Exchange Commission ("SEC") on March 16, 2006 and the registration statement on Form S-8 filed with the SEC on June 7, 2006: general and local economic and business conditions; future valuation adjustments as a result of possible declines in the expected values Expected value

The weighted average of a probability distribution. Also known as the mean value.
 and cash flows of residential development projects and investments or changes in the intent with regards to such projects and investments; competition; risks of real estate development, construction and renovation including construction delays and cost overruns Noun 1. cost overrun - excess of cost over budget; "the cost overrun necessitated an additional allocation of funds in the budget"
cost - the total spent for goods or services including money and time and labor
; inability to comply with zoning and other laws and obtain governmental approvals; the risk of inflation in development costs (including construction materials); the availability of insurance coverages; the inability to obtain or replace construction financing for development projects; adverse consequences of debt financing Debt Financing

When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay
 including, without limitation, the necessity of future financings to repay maturing debt obligations; inability to meet financial and valuation covenants contained in loan agreements; inability to repay financings; exposure to variable rate based financings; risk of foreclosure foreclosure

Legal proceeding by which a borrower's rights to a mortgaged property may be extinguished if the borrower fails to live up to the obligations agreed to in the loan contract.
 on collateral; risks of leverage; risks associated with equity investments in and with third parties; risks associated with our reliance on joint venture partners including, but not limited to, the inability to obtain consent from partners for certain business decisions, the potential risk that our partners may become bankrupt BANKRUPT. A person who has done, or suffered some act to be done, which is by law declared an act of bankruptcy; in such case he may be declared a bankrupt.
     2. It is proper to notice that there is much difference between a bankrupt and an insolvent.
, have economic or other business interests and objectives which may be inconsistent with those of the WRP and our partners being in a position to take action contrary to our interests; inability and/or unwillingness of partners to provide their share of any future capital requirements Capital requirements

Financing required for the operation of a business, composed of long-term and working capital plus fixed assets.
; availability and cost of financing; interest rate risks; demand by prospective buyers of condominiums and single family homes; inability to realize gains from sales of condominiums and single family homes; lower than anticipated sales prices; inability to close on sales of properties; the risks of seasonality and increasing interest rates on the WRP's ability to sell condominium units and single family homes; increases in energy costs, construction materials and interest rates could adversely impact our home building business as homes become more expensive to build and profit margins could deteriorate de·te·ri·o·rate
v.
1. To grow worse in function or condition.

2. To weaken or disintegrate.
; inability to raise sale prices to maintain profit margins; the negative impact from a continuing rise in energy costs and interest rates on our marketing efforts and the ability for buyers to afford our homes at any price level, which could result in the inability to meet targeted sales prices or cause sales price reductions; environmental risks; the ability to gain governmental approvals of the Merger on the proposed terms and schedule; the failure of the WRP's stockholders to approve the issuance of WRP common shares in connection with the Merger or the failure of Reis stockholders to approve the Merger; the risk that other conditions to the Merger are not being satisfied; the risk of successful integration of the two companies and the risk that cost savings, as well as other synergies from the Merger, may not be realized or may take longer to realize than expected; the risk that the combined companies may not perform as anticipated; the ability of the combined companies to retain customers and employees; competition and its effects on revenue; the Board could abandon the Plan; failure to achieve proceeds from the sales of assets to meet the estimate of total distributions to stockholders under the Plan; the uncertainty as to the timing of sales of assets and the impact on the timing of distributions to stockholders; illiquidity of real estate assets and joint venture investments; increases in expenses which would negatively impact the amount of distributions pursuant to the Plan; unknown claims and liabilities which would negatively impact the amount of distributions pursuant to the Plan; the uncertainty as to the ultimate liability for option cancellations and its effect on reported net assets in liquidation as such amount is impacted by the decisions of the option holders and changes in the WRP's market price for its common stock; the sale of undeveloped land, rather than the construction and sale, in the normal course of business, of single family homes or condominium units which would negatively impact the amount of distributions pursuant to the Plan; the inability to utilize any or all of the WRP's Federal net operating loss carryforwards Net operating loss carryforwards

Application of losses to offset earnings in future years.
; and other risks listed from time to time in the WRP's reports filed with the SEC. Therefore, actual results could differ materially from those projected in such statements.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Nov 8, 2006
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