SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 11, 1997
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(August 28, 1997)
Wellsford Real Properties, Inc.
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(Exact name of registrant as specified in its charter)
1-12917 13-3926898
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(Commission File Number) (IRS Employer Identification No.)
Maryland
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(State or other jurisdiction of incorporation)
610 Fifth Avenue, New York, New York 10020
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(Address of principal executive offices)
(Zip Code)
(212) 333-2300
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(Registrant's telephone number, including area code)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
September 11, 1997 as set forth below:
Item 7. Financial Statements, Proforma Financial Information and Exhibits
(a) Financial Statements
The Abbey Companies Financial Statement:
Independent Accountants' Report of Coopers & Lybrand L.L.P. dated March
28, 1997.
Combined Statement of Revenues and Certain Expenses for the year ended
December 31, 1996 (audited) and nine months ended September 30, 1997
(unaudited).
(b) Exhibits
None
THE ABBEY COMPANIES
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REPORT ON COMBINED STATEMENT
OF REVENUES AND CERTAIN EXPENSES
For The Year Ended December 31, 1996
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REPORT OF INDEPENDENT ACCOUNTANTS
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To the Members
The Abbey Companies
We have audited the accompanying combined statement of revenues and certain
expenses of The Abbey Companies (the "Company") for the year ended December 31,
1996. This combined statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on this statement
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the
statement. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission (for inclusion
in the Form 8-K/A of Wellsford Real Properties, Inc.) described in Note 2 and
is not intended to be a complete presentation of the Company's revenues and
expenses.
In our opinion, the combined statement referred to above presents fairly, in
all material respects, the revenues and certain expenses described in Note 2 of
the Company for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
March 28, 1997
THE ABBEY COMPANIES
COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
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Nine Months
Year Ended Ended
December 31, September 30,
1996 1997
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(Unaudited)
Revenues:
Minimum rents $6,103,153 $4,829,755
Tenant recoveries 716,093 856,931
Other income 333,363 290,509
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Total revenues 7,152,609 5,977,195
Certain expenses:
Operating 2,085,067 1,247,304
General and administrative 1,176,150 761,013
Real property taxes 531,066 492,727
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3,792,283 2,501,044
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Revenues in excess of certain expenses $3,360,326 $3,476,151
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The accompanying notes are an integral part of this combined statement.
THE ABBEY COMPANIES
NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
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1. Organization And Basis Of Presentation:
The combined statement includes the revenues and certain expenses of Abbey
Investment, Inc., The Abbey Company, Inc. and Nittany Lion Landscaping,
Inc., all California subchapter S corporations, and Abbey Properties,
L.L.C., a limited liability company which owns 99% of 9 properties, each
held in a limited liability company. Abbey Properties, L.L.C., was formed
and capitalized in July 1996, when MS Abbey, L.L.C. contributed $1,000,000
for its 10% ownership interest and Donald G. Abbey, an individual,
contributed eight properties for his 90% ownership interest. The
properties contributed by Donald G. Abbey were recorded at historical cost
by Abbey Properties, L.L.C.
The Abbey Companies (the "Company") is a combination of these ten limited
liability companies and three corporations primarily engaged in the
acquisition and operation of commercial/retail real estate in the Southern
California area. At December 31, 1996, the Company owned and operated 9
properties encompassing approximately 900,000 square feet (unaudited) of
commercial/retail space.
The property management and leasing are provided to the properties by The
Abbey Company, Inc. Landscaping services are provided by Nittany Lion
Landscaping, Inc. All material intercompany transactions have been
eliminated in the combined statement.
2. Summary Of Significant Accounting Policies:
The accompanying combined statement of revenues and certain expenses is
not representative of the actual operations for the year ended December
31, 1996 because certain expenses, which may not be comparable to those
expected to be incurred in the proposed future operations of the
properties, have been excluded. Expenses excluded consist of mortgage
interest, depreciation and amortization, and management fees not directly
related to future operations of the properties.
Revenue Recognition
Operating revenues and expenses are presented on the accrual basis of
accounting. Commercial and retail spaces are generally leased to tenants
under noncancellable operating leases that range from 1 to 10 years.
Minimum rent revenues are recognized on a straight-line basis over the
respective lease term. Some tenants are also charged for certain
operating expenses that are subject to recovery by the Company, including
real estate taxes, insurance and common area costs.
Income Taxes
THE ABBEY COMPANIES
NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
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No provision for federal and state income taxes has been made in the
accompanying combined statement since such taxes, if any, are the
liability of the individual members.
Use Of 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 revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2. Summary Of Significant Accounting Policies, Continued:
Concentration Of Risk
There are owners and developers of real estate that compete with the
Company in its trade areas. This results in competition for tenants to
occupy space. The existence of competition could have a material impact
on the Company's ability to lease space and on the level of rent that can
be achieved.
Interim Financial Data (Unaudited)
The interim financial data for the nine-month period ended September 30,
1997 is unaudited; however, in the opinion of management, the interim data
includes all adjustments, consisting of normal recurring adjustments and
eliminations necessary for a fair presentation of the results of the
period. The results of revenues and certain expenses for the nine-month
period ended September 30, 1997 are not necessarily indicative of the
results for the full year.
3. Future Rental Revenues:
Under existing noncancellable operating lease agreements, tenants are
committed to pay the following minimum rentals to the Company:
Years Ending
December 31,
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1997 $6,287,311
1998 5,111,538
1999 3,848,984
2000 2,808,500
2001 1,726,666
Thereafter 2,673,229
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$22,456,227
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THE ABBEY COMPANIES
NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
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4. Commitments:
Under two existing noncancellable operating ground lease agreements, the
Company is committed to pay the following minimum rents:
Years Ending
December 31,
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1997 $415,535
1998 415,535
1999 415,535
2000 415,535
2001 415,535
Thereafter 13,935,459
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$16,013,134
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Rent expense associated with ground leases was $425,434 in 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized .
Wellsford Real Properties, Inc.
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(Registrant)
Date: November 11, 1997 By: /s/Gregory F. Hughes
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Gregory F. Hughes
Chief Financial Officer