SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
----------------
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 1-8594
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PRESIDENTIAL REALTY CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-1954619
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 South Broadway, White Plains, New York 10605
------------------------------------------ ------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, indicating area code 914-948-1300
------------
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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
------ ------
The number of shares outstanding of each of the issuer's classes of common stock
as of the close of business on May 8, 2002 was 478,840 shares of Class A common
and 3,253,865 shares of Class B common.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
Index to Form 10-Q
For the Three Months Ended
March 31, 2002
Part I - Financial Information (Unaudited)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
Assets March 31, December 31,
2002 2001
--------------- --------------
Real estate (Note 2) $64,738,095 $64,239,537
Less: accumulated depreciation 12,042,694 11,597,680
--------------- --------------
Net real estate 52,695,401 52,641,857
--------------- --------------
Mortgage portfolio (Note 3):
Sold properties - net 15,834,061 15,995,237
Related parties - net 405,539 414,692
--------------- --------------
Net mortgage portfolio (of which $3,979,660 in 2002
and $315,422 in 2001 are due within one year) 16,239,600 16,409,929
--------------- --------------
Minority partners' interest (Note 4) 7,402,417 7,623,061
Prepaid expenses and deposits in escrow 2,167,160 1,729,307
Other receivables (net of valuation allowance of
$161,135 in 2002 and $192,094 in 2001) 774,406 787,421
Cash and cash equivalents 2,272,904 2,557,340
Other assets 2,147,215 2,141,055
--------------- --------------
Total Assets $83,699,103 $83,889,970
=============== ==============
Liabilities and Stockholders' Equity
Liabilities:
Mortgage debt (of which $683,817 in 2002 and
$671,134 in 2001 are due within one year) $59,046,719 $59,220,648
Contractual pension and postretirement benefits liabilities 2,171,107 2,123,250
Defined benefit plan liability 1,037,568 1,014,780
Accrued liabilities 1,389,976 1,429,279
Accounts payable 576,862 304,586
Other liabilities 1,145,434 1,061,693
--------------- --------------
Total Liabilities 65,367,666 65,154,236
--------------- --------------
Stockholders' Equity:
Common stock; par value $.10 per share
Class A, authorized 700,000 shares, issued 478,940 shares
and 100 shares held in treasury 47,894 47,894
Class B March 31, 2002 December 31, 2001 325,545 324,717
----------- -------------------- ----------------------
Authorized: 10,000,000 10,000,000
Issued: 3,255,450 3,247,166
Treasury: 1,897 1,897
Additional paid-in capital 2,832,706 2,779,100
Retained earnings 15,838,959 16,298,261
Accumulated other comprehensive loss (Note 6) (324,759) (325,330)
Treasury stock (at cost) (21,408) (21,408)
Notes receivable for exercise of stock options (367,500) (367,500)
--------------- --------------
Total Stockholders' Equity 18,331,437 18,735,734
--------------- --------------
Total Liabilities and Stockholders' Equity $83,699,103 $83,889,970
=============== ==============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
THREE MONTHS ENDED MARCH 31,
--------------------------------------
2002 2001
------------- -------------
Income:
Rental $3,857,927 $4,037,013
Interest on mortgages - sold properties 701,505 961,630
Interest on mortgages - related parties 39,897 40,987
Investment income 20,240 39,516
Other 4,636 14,214
------------- -------------
Total 4,624,205 5,093,360
------------- -------------
Costs and Expenses:
General and administrative 829,703 824,913
Depreciation on non-rental property 6,813 5,609
Rental property:
Operating expenses 1,537,280 1,574,170
Interest on mortgage debt 1,129,689 1,143,098
Real estate taxes 335,630 323,619
Depreciation on real estate 445,014 440,016
Amortization of mortgage costs 31,246 30,028
Minority interest share of partnership income 177,971 191,914
------------- -------------
Total 4,493,346 4,533,367
------------- -------------
Income before net gain from sales of properties 130,859 559,993
Net gain from sales of properties 6,477 844,058
------------- -------------
Net Income $137,336 $1,404,051
============= =============
Earnings per Common Share (basic and diluted) (Note 1-C):
Income before net gain from sales of properties $0.04 $0.15
Net gain from sales of properties 0.00 0.23
------------- -------------
Net Income per Common Share $0.04 $0.38
============= =============
Cash Distributions per Common Share $0.16 $0.16
============= =============
Weighted Average Number of Shares Outstanding 3,728,479 3,710,094
============= =============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED MARCH 31,
-----------------------------------------------
2002 2001
----------------- ------------------
Cash Flows from Operating Activities:
Cash received from rental properties $3,878,692 $4,039,140
Interest received 792,929 790,084
Miscellaneous income 4,012 13,590
Interest paid on rental property mortgage debt (1,130,671) (1,144,036)
Cash disbursed for rental property operations (1,992,042) (2,040,858)
Cash disbursed for general and administrative costs (849,473) (866,832)
----------------- ------------------
Net cash provided by operating activities 703,447 791,088
----------------- ------------------
Cash Flows from Investing Activities:
Payments received on notes receivable 203,669 1,438,186
Payments disbursed for investments in notes receivable (1,100,000)
Payments disbursed for additions and improvements (165,884) (148,179)
Purchase 2% interest in partnership (118,000)
----------------- ------------------
Net cash (used in) provided by investing activities (80,215) 190,007
----------------- ------------------
Cash Flows from Financing Activities:
Principal payments on mortgage debt (173,929) (163,180)
Cash distributions on common stock (596,638) (593,755)
Proceeds from dividend reinvestment and share purchase plan 34,901 23,590
Distributions to minority partners (172,002) (144,303)
----------------- ------------------
Net cash used in financing activities (907,668) (877,648)
----------------- ------------------
Net (Decrease) Increase in Cash and Cash Equivalents (284,436) 103,447
Cash and Cash Equivalents, Beginning of Period 2,557,340 2,159,661
----------------- ------------------
Cash and Cash Equivalents, End of Period $2,272,904 $2,263,108
================= ==================
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED MARCH 31,
---------------------------------------------
2002 2001
---------------- ----------------
Reconciliation of Net Income to Net Cash
Provided by Operating Activities
Net Income $137,336 $1,404,051
---------------- ----------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 483,073 475,653
Gain from sales of properties (6,477) (844,058)
Issuance of stock for fees and expenses 4,883 4,234
Amortization of discounts on notes and fees (44,384) (308,132)
Minority interest share of partnership income 177,971 191,914
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 30,536 (340)
Increase in accounts payable and accrued liabilities 303,619 131,726
Increase in deferred income 71,901 74,580
Increase in prepaid expenses, deposits in escrow
and deferred charges (452,408) (327,111)
Decrease in security deposit liabilities (1,979) (10,805)
Other (624) (624)
---------------- ----------------
Total adjustments 566,111 (612,963)
---------------- ----------------
Net cash provided by operating activities $703,447 $791,088
================ ================
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. General - Presidential Realty Corporation ("Presidential" or the "Company"),
a Real Estate Investment Trust ("REIT"), is engaged principally in the ownership
of income producing real estate and in the holding of notes and mortgages
secured by real estate. Presidential operates in a single business segment,
investments in real estate related assets.
B. Principles of Consolidation - The consolidated financial statements include
the accounts of Presidential Realty Corporation and its wholly owned
subsidiaries. Additionally, the consolidated financial statements include 100%
of the account balances of UTB Associates and PDL, Inc. and Associates Limited
Co-Partnership ("Home Mortgage Partnership"), partnerships in which Presidential
or PDL, Inc., a wholly owned subsidiary of Presidential, is the General Partner.
All significant intercompany balances and transactions have been eliminated.
C. Net Income Per Share - Basic net income per share data is computed by
dividing the net income by the weighted average number of shares of Class A and
Class B common stock outstanding during each period. Basic net income per share
and diluted income per share are the same for the three months ended March 31,
2002 and 2001. The dilutive effect of stock options is calculated using the
treasury stock method.
D. Basis of Presentation - The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information. The
results for such interim periods are not necessarily indicative of the results
to be expected for the year. In the opinion of management, all adjustments
(consisting of only normal recurring accruals) considered necessary for a fair
presentation of the results for the respective periods have been reflected.
These consolidated financial statements and accompanying notes should be read in
conjunction with the Company's Form 10-K for the year ended December 31, 2001.
E. Management Estimates - In preparing the consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the date of the consolidated balance sheets and the
reported amounts of income and expense for the reporting period. Actual results
could differ from those estimates.
F. Adoption of Recent Accounting Pronouncements - The Company adopted Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets" on January 1, 2002. Implementation of this statement did not
have a material impact on the Company's financial statements. On January 1,
2002, the Company also adopted SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". Implementation of this standard did not have any
impact on the Company's financial statements. However, if the Company disposes
of a material operating property, its operations will be required to be
separately disclosed as a discontinued operation in the financial statements.
2. REAL ESTATE
Real estate is comprised of the following:
March 31, December 31,
2002 2001
------------ ------------
Land $ 9,599,970 $ 9,599,970
Buildings and leaseholds 54,745,151 54,250,453
Furniture and equipment 392,974 389,114
------------ ------------
Total real estate $64,738,095 $64,239,537
============ ============
For the period ended March 31, 2002, four of the properties owned by the Company
represented 27%, 16%, 13% and 11% of total rental income. Four properties
represented 26%, 17%, 12% and 11% of total rental income for the period ended
March 31, 2001.
3. MORTGAGE PORTFOLIO
The components of the net mortgage portfolio at March 31, 2002 and December 31,
2001 are as follows:
Sold Related
March 31, 2002 Properties Parties Total
- -------------- ----------- ---------- -----------
Notes receivable $27,118,354 $1,361,340 $28,479,694
Less: Discounts 1,231,848 104,422 1,336,270
Deferred gains 10,052,445 851,379 10,903,824
----------- ---------- -----------
Net mortgage portfolio $15,834,061 $ 405,539 $16,239,600
=========== ========== ===========
December 31, 2001
- -----------------
Notes receivable $27,304,364 $1,378,999 $28,683,363
Less: Discounts 1,256,682 106,451 1,363,133
Deferred gains 10,052,445 857,856 10,910,301
----------- ---------- -----------
Net mortgage portfolio $15,995,237 $ 414,692 $16,409,929
=========== ========== ===========
At March 31, 2002, all of the notes in the Company's mortgage portfolio are
current.
During the first quarter of 2002, the Company received $128,000 in principal
payments on its Mark Terrace note.
Subsequent to March 31, 2002, the $12,300,000 New Haven note secured by a second
mortgage on the Encore Apartments in New York, New York was modified. Under the
terms of the modification, Presidential received a principal repayment of
$3,750,000 and additional interest of $369,000 (which was due under the terms of
the original note). The $8,550,000 balance of the $12,300,000 note was modified
to extend the maturity date from June 29, 2002 until April 30, 2009 and to
provide for interest payable monthly at annual rates of 11% through June 30,
2002, 9% from July 1, 2002 through April 18, 2004, 10% from April 19, 2004
through April 18, 2007 and 10-1/2% from April 19, 2007 through maturity. The
$8,550,000 note is secured in part by a second mortgage on the Encore apartment
property and by a pledge of the ownership interests in the entity owning the
Encore Apartments. In connection with the modification, Presidential received a
$21,375 commitment fee and will receive a $171,000 additional interest payment
at maturity.
4. MINORITY PARTNERS' INTEREST
Presidential is the General Partner of UTB Associates and PDL, Inc. (a wholly
owned subsidiary of Presidential) is the General Partner of Home Mortgage
Partnership. Presidential has a 66-2/3% interest in UTB Associates, and
Presidential and PDL, Inc. had an aggregate 27% interest in Home Mortgage
Partnership at December 31, 2001 and purchased an additional 2% interest in
January, 2002 for a purchase price of $118,000. As the General Partner of these
partnerships, Presidential and PDL, Inc., respectively, exercise effective
control over the business of these partnerships, and, accordingly, Presidential
consolidates these partnerships in the accompanying financial statements. The
minority partners' interest reflects the minority partners' equity in the
partnerships.
The minority partners' interest in the Home Mortgage Partnership is a negative
interest and therefore, minority partners' interest is a net asset on the
Company's financial statements. The negative basis for each partner's interest
in the Home Mortgage Partnership is due to the refinancing of the mortgage on
the property and the distribution of the proceeds to the partners in prior
years. The nonrecourse mortgage debt, which is included in the Company's
financial statements, is substantially in excess of the net carrying amount of
the property, but the estimated fair value of the property is significantly
greater than the mortgage debt. Thus, the asset recorded as minority partners'
interest should be realized upon sale of the property.
Minority partners' interest is comprised of the following:
March 31, December 31,
2002 2001
---------- ------------
Home Mortgage Partnership $7,622,057 $7,835,035
UTB Associates (219,640) (211,974)
---------- ------------
Total minority partners' interest $7,402,417 $7,623,061
========== ============
5. INCOME TAXES
Presidential has elected to qualify as a Real Estate Investment Trust under the
Internal Revenue Code. A REIT which distributes at least 95% of its real estate
investment trust taxable income to its shareholders each year by the end of the
following year and which meets certain other conditions will not be taxed on
that portion of its taxable income which is distributed to its shareholders.
For the year ended December 31, 2001, the Company had taxable income (before
distributions to stockholders) of approximately $2,462,000 ($.66 per share),
which included approximately $1,416,000 ($.38 per share) of capital gains. This
amount will be reduced by the $1,624,000 ($.44 per share) of its 2001
distributions that were not utilized in reducing the Company's 2000 taxable
income. In addition, the Company may elect to apply any eligible year 2002
distributions to reduce its 2001 taxable income.
As previously stated, in order to retain REIT status, Presidential is required
to distribute 95% of its REIT taxable income (exclusive of capital gains).
Presidential has distributed all of the required 95% ($.27 per share) of its
2001 REIT taxable income in 2001. In addition, although no assurances can be
given, it is the Company's present intention to distribute all of its 2001
taxable income.
Furthermore, the Company had taxable income (before distributions to
stockholders) for the three months ended March 31, 2002 of approximately
$125,000 ($.03 per share), which included approximately $70,000 ($.02 per share)
of capital gains. This amount will be reduced by 2002 distributions
that were not utilized in reducing the Company's 2001 taxable income and by
any eligible 2003 distributions that the Company may elect to utilize as a
reduction of its 2002 taxable income.
Presidential intends to continue to maintain its REIT status. Presidential has,
for tax purposes, reported the gain from the sale of certain of its properties
using the installment method.
6. COMPREHENSIVE INCOME
The Company's other comprehensive income or loss consists of the changes in
unrealized gain (loss) on the Company's securities available for sale and the
change in the minimum pension liability adjustment. Thus, comprehensive income,
which consists of net income plus or minus other comprehensive income, for the
three months ended March 31, 2002 and 2001 was $1,337,907 and $1,404,590,
respectively.
7. COMMITMENTS AND CONTINGENCIES
Presidential is not a party to any material legal proceedings except as noted
below.
UTB Associates, a partnership in which the Company holds a 66-2/3% interest, was
a tenant under a lease (the "Professional Space Lease") of 24,400 square feet of
professional office space at University Towers, a cooperative apartment building
in New Haven, Connecticut. From 1999 through 2001, UTB Associates and University
Towers Owners Corp., the cooperative corporation, had been in litigation
regarding the termination of the Professional Space Lease. In September, 2001,
the court terminated the Professional Space Lease and UTB Associates
subsequently appealed the decision. Pending the appeal, UTB Associates and the
cooperative corporation reached an agreement to settle the various issues
involved in the litigation. Under the terms of the settlement, which has been
approved by the Bankruptcy Court, UTB Associates agreed to the cancellation of
the lease, the cooperative corporation will receive rights to the subleases and
the associated tenant improvements and, in return, UTB Associates will receive
payments from the cooperative corporation over a nine-year period in the amount
of $70,000 per year for the first three years and $75,000 per year for the last
six years. As part of the settlement, Presidential will transfer to the
cooperative corporation its interest in the Towers Shoppers Parcade property
which is used for parking for tenants at the professional space property and in
return will receive an annual payment of $21,111 for each of the next nine
years. In addition, the cooperative corporation will release UTB Associates from
any claims for damages.
As a result of the outcome of the litigation, effective September 1, 2001,
operation of the Professional Space Lease property was relinquished to the
cooperative corporation. At March 31, 2002, the net book value of the assets to
be transferred to the cooperative corporation was approximately $257,000.
Management anticipates that the settlement agreement between UTB Associates and
the cooperative corporation will be finalized in May of 2002. The Company's
financial statements reflect net income of approximately $13,000 from the
Professional Space Lease for the three months ended March 31, 2001.
In addition, the Company may be a party to routine litigation incidental to the
ordinary course of its business.
In the opinion of management, all of the Company's properties are adequately
covered by insurance in accordance with normal insurance practices. The Company
is not aware of any environmental issues at any of its properties. The presence,
with or without the Company's knowledge, of hazardous substances at any of its
properties could have an adverse effect on the Company's operating results and
financial condition.
8. SUBSEQUENT EVENT
In February, 2002, the Company entered into a contract for the sale of the
Sunwood Apartments property in Miami, Florida for a sales price of $8,000,000.
The purchaser had the right to terminate the contract prior to the expiration of
its due diligence period which expired in early April, 2002. The due diligence
and financing conditions have now been satisfied or waived and the purchaser has
made a $150,000 contract deposit in escrow pending closing which is scheduled
for the third quarter of 2002. During the three months ended March 31, 2002, the
Sunwood Apartments property had gross revenues of $280,117 and net income of
$37,505. At March 31, 2002, the carrying value of the property was $6,003,895
(net of accumulated depreciation of $611,303). The gain from the sale is
estimated to be approximately $1,672,000. Presidential intends to reinvest the
proceeds from the sale in the purchase of another apartment property and treat
the sale and purchase as a tax free exchange under Section 1031 of the Internal
Revenue Code. There can be no assurances, however, that the sale will close or
that the amount ultimately realized will not change from the amount described
herein or that a satisfactory exchange property will be found.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
Results of Operations
Financial Information for the three months ended March 31, 2002 and 2001:
- ----------------------------------------------------------------------------
Revenue decreased by $469,155 primarily as a result of decreases in rental
income, decreases in interest income on mortgages-sold properties and a decrease
in investment income.
Rental income decreased by $179,086 due to a decrease in rental income of
$96,359 at the University Towers Professional Space Lease property and a
decrease in rental income of $90,654 at the Preston Lake Apartments property.
There was no rental income for the professional space lease property in 2002 as
a result of the litigation and pending settlement with University Towers Owners
Corp. (see below). The $90,654 decrease in rental income at the Preston Lake
Apartments property was primarily a result of increased vacancy losses and
concessions and decreases in fees and utility income.
Interest on mortgages-sold properties decreased by $260,125 primarily due to the
$255,281 amortization of discount in 2001 on the Woodgate note as a result of
the principal payment received on that note in 2001.
Investment income decreased by $19,276 primarily as a result of a decrease in
interest rates on short term cash investments.
Costs and expenses decreased by $40,021 primarily due to decreases in rental
property operating expenses and a decrease in minority interest share of
partnership income. These decreases were offset by an increase in real estate
tax expense.
Rental property operating expenses decreased by $36,890 primarily as a result of
a $77,789 decrease in operating expenses at the University Towers Professional
Space Lease property. Expenses were minimal for this property in 2002 as a
result of the litigation and pending settlement. This decrease was offset by a
$32,792 increase in insurance expense at all other properties.
Minority interest share of partnership income decreased by $13,943 due to
decreases in partnership income on the Home Mortgage Plaza property and the
University Towers Professional Space Lease property.
Real estate tax expense increased by $12,011 primarily as a result of increased
real estate taxes on the Florida properties.
Net gain from sales of properties are sporadic (as they depend on the timing of
sales or the receipt of installments or prepayments on purchase money notes). In
2002, the net gain from sales of properties was $6,477 compared with $844,058 in
2001:
Gain from sales recognized at March 31, 2002 2001
Deferred gains recognized upon receipt of -------- ---------
principal payments on notes:
Woodgate - $1,175,500 principal payment $ $684,991
Mark Terrace 128,000
Overlook 6,477 6,380
330 West 72nd St. - co-op apt. note 24,687
-------- ---------
Net gain $6,477 $844,058
======== =========
Funds From Operations
Funds from operations ("FFO") represents net income computed in accordance with
generally accepted accounting principles ("GAAP"), excluding gains (losses) from
sales of properties, plus depreciation and amortization on real estate. FFO is
calculated in accordance with the National Association of Real Estate Investment
Trusts ("NAREIT") definition. FFO does not represent cash generated from
operating activities in accordance with GAAP, which is disclosed in the
Consolidated Statements of Cash Flows included in the financial statements, and
is not necessarily indicative of cash available to fund cash requirements. There
are no material legal or functional restrictions on the use of FFO. FFO should
not be considered as an alternative to net income as an indicator of the
Company's operating performance or as an alternative to cash flows as a measure
of liquidity. Management considers FFO a supplemental measure of operating
performance and along with cash flow from operating activities, financing
activities and investing activities, it provides investors with an indication of
the ability of the Company to incur and service debt, to make capital
expenditures and to fund other cash requirements.
FFO, as calculated in accordance with the NAREIT definition, is summarized in
the following table:
Three months ended
March 31,
--------------------------
2002 2001
----------- ------------
Income before net gain from sales
of properties $130,859 $ 559,993
Depreciation and amortization on
real estate 445,014 440,016
----------- ------------
Funds From Operations $575,873 $1,000,009
=========== ============
Distributions paid to shareholders $596,638 $ 593,755
=========== ============
FFO payout ratio 103.6% 59.4%
=========== ============
Cash flows from:
Operating activities $ 703,447 $ 791,088
=========== ============
Investing activities $ (80,215) $ 190,007
=========== ============
Financing activities $(907,668) $ (877,648)
=========== ============
Balance Sheet
Prepaid expenses and deposits in escrow increased by $437,853 as a result of
increases of $422,213 in prepaid expenses (primarily insurance and real estate
tax) and increases of $15,641 in deposits in escrow.
Cash and cash equivalents decreased by $284,436 primarily as a result of a
decrease in cash provided by rental property operations.
Accounts payable increased by $272,276 primarily as a result of increases in
accounts payable for rental property operations. The increases in accounts
payable are the result of payment timing and not from insufficient cash flows.
In January, 2002, three directors of the Company were each given 1,000 shares of
the Company's Class B common stock as partial payment for directors fees for the
2002 year. The shares were valued at $6.511 per share, which was the average
market value for the previous month of the Class B common stock, and,
accordingly, the Company recorded $19,533 in prepaid directors fees (to be
amortized during 2002) based on the average market value of the stock. The
Company recorded additions to the Company's Class B common stock of $300 at par
value of $.10 per share and $19,233 to additional paid-in capital.
Forward-Looking Statements
Certain statements made in this report may constitute "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 include statements regarding the intent, belief or
current expectations of the Company and its management and involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among other things, the
following: general economic and business conditions, which will, among other
things, affect the demand for apartments or commercial space, availability and
creditworthiness of prospective tenants, lease rents and the terms and
availability of financing; adverse changes in the real estate markets including,
among other things, competition with other companies; risks of real estate
development and acquisition; governmental actions and initiatives; and
environment/safety requirements.
Liquidity and Capital Resources
Management believes that the Company has sufficient liquidity and capital
resources to carry on its existing business and, barring any unforeseen
circumstances, to pay the dividends required to maintain REIT status in the
foreseeable future. Except as discussed herein, management is not aware of any
other trends, events, commitments or uncertainties that will have a significant
effect on liquidity.
Presidential obtains funds for working capital and investment from its
available cash and cash equivalents, from operating activities, from refinancing
of mortgage loans on its real estate equities or from sales of such equities,
and from repayments on its mortgage portfolio. The Company also has at its
disposal a presently unused $250,000 unsecured line of credit from a lending
institution.
At March 31, 2002, Presidential had $2,272,904 in available cash and cash
equivalents, a decrease of $284,436 from the $2,557,340 at December 31, 2001.
This decrease in cash and cash equivalents was due to cash used in investing
activities of $80,215 and cash used in financing activities of $907,668, offset
by cash provided by operating activities of $703,447.
Operating Activities
Cash from operating activities includes interest on the Company's mortgage
portfolio and net cash received from rental property operations, which were
$792,929 and $583,977 in 2002, respectively. Net cash received from rental
property operations is net of distributions from partnership operations to
minority partners but before additions and improvements and mortgage
amortization.
Investing Activities
Presidential holds a portfolio of mortgage notes receivable. During 2002, the
Company received principal payments of $203,669 on its mortgage portfolio of
which $167,760 represented prepayments and balloon payments. Prepayments and
balloon payments are sporadic and cannot be relied upon as a regular source of
liquidity.
During 2002, the Company invested $165,884 in additions and improvements to
its properties and purchased an additional 2% interest in the Home Mortgage
Partnership for a purchase price of $118,000.
Financing Activities
The Company's indebtedness at March 31, 2002, consisted of $59,046,719 of
mortgage debt. The mortgage debt, which is collateralized by individual
properties, is nonrecourse to the Company with the exception of the $225,608
Mapletree Industrial Center mortgage, which is collateralized by the property
and a guarantee of repayment by Presidential. In addition, some of the Company's
mortgages provide for personal liability for damages resulting from specified
acts or circumstances, such as for environmental liabilities and fraud.
Generally, mortgage debt repayment is serviced with cash flow from the
operations of the individual properties. During 2002, the Company made $173,929
of principal payments on mortgage debt.
The mortgages on the Company's properties are at fixed rates of interest. The
majority of the mortgages have balloon payments due at maturity with the
exception of three mortgages which are self-liquidating.
During the first quarter of 2002, Presidential declared and paid cash
distributions of $596,638 to its shareholders and received proceeds from its
dividend reinvestment and share purchase plan of $34,901.
Consolidated Loans
Presidential holds two nonrecourse loans (the "Consolidated Loans") which were
collateralized by substantially all of the remaining assets of Ivy Properties,
Ltd. and its affiliates ("Ivy"). At March 31, 2002, the Consolidated Loans have
an outstanding principal balance of $4,774,563 and a net carrying value of
$4,512. Pursuant to existing agreements, the Company is entitled to receive, as
payments of principal and interest on the Consolidated Loans, 25% of the cash
flow of Scorpio Entertainment, Inc. ("Scorpio"), a company owned by two of the
Ivy principals (Messrs. Baruch and Viertel), to carry on theatrical productions.
Scorpio is one of the producers of "The Producers", a much acclaimed Broadway
show which opened in April of 2001. Presidential expects to receive from Scorpio
approximately $210,000 per year for as long as "The Producers" continues to run
at capacity on Broadway, which amount will be applied to unpaid and unaccrued
interest. The $210,000 projected amount is an estimate only and assumes that the
cash flow from Scorpio's other activities continues to be sufficient to satisfy
its overhead requirements. While the continued profitability of any Broadway
production is by its nature uncertain and any estimate of Presidential's future
cash flow from "The Producers" must be viewed as speculative, it is also
possible that Presidential could receive substantially more than $210,000 per
year from Scorpio as a result of Scorpio's interest in future tours and overseas
productions of the show, although any income from these sources is too
speculative to project. During the period ended March 31, 2002, the Company did
not receive any payments from Scorpio.
Loan Modification
The Company's $12,300,000 note secured by a second mortgage on the Encore
Apartments in New York, New York was due to mature on June 29, 2002. In April,
2002, the Company modified the terms of this note with the borrower. Under the
terms of the modification, Presidential received a $3,750,000 principal
repayment, a $21,375 commitment fee on the $8,550,000 outstanding balance and
additional interest of $369,000 (which was due under the terms of the original
note). The $8,550,000 balance of the $12,300,000 note was modified to extend the
maturity date from June 29, 2002 to April 30, 2009 and to provide for interest
payable monthly at annual interest rates of 11% through June 30, 2002, 9% from
July 1, 2002 through April 18, 2004, 10% from April 19, 2004 through April 18,
2007 and 10-1/2% from April 19, 2007 through maturity. Presidential will also
receive an additional interest payment of $171,000 at maturity.
Professional Space Lease Property
UTB Associates, a partnership in which the Company holds a 66-2/3% interest, was
a tenant under a lease (the "Professional Space Lease") of 24,400 square feet of
professional office space at University Towers, a cooperative apartment building
in New Haven, Connecticut. From 1999 through 2001, UTB Associates and University
Towers Owners Corp., the cooperative corporation, had been in litigation
regarding the termination of the Professional Space Lease. In September, 2001,
the court terminated the Professional Space Lease and UTB Associates
subsequently appealed the decision. Pending the appeal, UTB Associates and the
cooperative corporation reached an agreement to settle the various issues
involved in the litigation. Under the terms of the settlement, which has been
approved by the Bankruptcy Court, UTB Associates agreed to the cancellation of
the lease, the cooperative corporation will receive rights to the subleases and
the associated tenant improvements and, in return, UTB Associates will receive
payments from the cooperative corporation over a nine-year period in the amount
of $70,000 per year for the first three years and $75,000 per year for the last
six years. As part of the settlement, Presidential will transfer to the
cooperative corporation its interest in the Towers Shoppers Parcade property
which is used for parking for tenants at the professional space property and in
return will receive an annual payment of $21,111 for each of the next nine
years. In addition, the cooperative corporation will release UTB Associates from
any claims for damages.
As a result of the outcome of the litigation, effective September 1, 2001,
operation of the Professional Space Lease property was relinquished to the
cooperative corporation. At March 31, 2002, the net book value of the assets to
be transferred to the cooperative corporation was approximately $257,000.
Management anticipates that the settlement agreement between UTB Associates and
the cooperative corporation will be finalized in May of 2002. The Company's
financial statements reflect net income of approximately $13,000 from the
Professional Space Lease in 2001.
Proposed Sale of Sunwood Apartments
In February, 2002, the Company entered into a contract for the sale of the
Sunwood Apartments property in Miami, Florida for a sales price of $8,000,000.
The contract had been subject to termination by the purchaser prior to the
expiration of the due diligence period which expired in early April, 2002. The
due diligence and financing conditions have now been satisfied or waived and the
purchaser has made a $150,000 contract deposit in escrow pending closing which
is scheduled for the third quarter of 2002. During the three months ended March
31, 2002, the Sunwood Apartments property had gross revenues of $280,117 and net
income of $37,505. At March 31, 2002, the basis of the property was $6,003,895
(net of accumulated depreciation of $611,303). The gain from the sale is
estimated to be approximately $1,672,000 and net cash proceeds of the sale are
estimated to be approximately $3,096,000 after payment of the outstanding
mortgage and various closing costs. Presidential intends to reinvest the
proceeds from the sale in the purchase of another apartment property and treat
the sale and purchase of these properties as a tax free exchange under Section
1031 of the Internal Revenue Code. There can be no assurances, however, that the
sale will close or the amounts ultimately realized will not change from the
amounts described herein or that a satisfactory exchange property will be found.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(b) No reports on Form 8-K have been filed during the quarter ended March 31,
2002.
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 thereunto duly authorized.
PRESIDENTIAL REALTY CORPORATION
(Registrant)
DATE: May 10, 2002 By: /s/ Jeffrey F. Joseph
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Jeffrey F. Joseph
President
DATE: May 10, 2002 By: /s/ Elizabeth Delgado
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Elizabeth Delgado
Treasurer