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 June 30, 2002
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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
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(Exact name of registrant as specified in its charter)
Delaware 13-1954619
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 South Broadway, White Plains, New York 10605
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, indicating area code 914-948-1300
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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 (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 August 8, 2002 was 478,840 shares of Class A
common and 3,258,275 shares of Class B common.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
Index to Form 10-Q
For the Six Months Ended
June 30, 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 June 30, December 31,
2002 2001
-------------- --------------
Real estate (Note 2) $57,855,989 $57,627,203
Less: accumulated depreciation 11,716,707 11,030,485
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Net real estate 46,139,282 46,596,718
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Mortgage portfolio (Note 3):
Sold properties - net 15,950,484 15,995,237
Related parties - net 397,084 414,692
-------------- --------------
Net mortgage portfolio (of which $317,764 in 2002
and $315,422 in 2001 are due within one year) 16,347,568 16,409,929
-------------- --------------
Minority partners' interest (Note 4) 7,432,121 7,623,061
Assets held for sale (Note 5) 6,185,311 6,219,541
Prepaid expenses and deposits in escrow 2,320,198 1,729,307
Other receivables (net of valuation allowance of
$139,896 in 2002 and $192,094 in 2001) 403,522 787,421
Cash and cash equivalents 6,246,583 2,557,340
Other assets 1,945,482 1,966,653
-------------- --------------
Total Assets $87,020,067 $83,889,970
============== ==============
Liabilities and Stockholders' Equity
Liabilities:
Mortgage debt (of which $629,847 in 2002 and
$604,394 in 2001 are due within one year) $54,233,955 $54,534,762
Liabilities related to assets held for sale (Note 5) 4,755,375 4,779,989
Contractual pension and postretirement benefits liabilities 2,207,006 2,123,250
Defined benefit plan liability 956,301 1,014,780
Accrued liabilities 1,677,870 1,429,279
Accounts payable 332,639 304,586
Other liabilities 1,133,184 967,590
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Total Liabilities 65,296,330 65,154,236
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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 June 30, 2002 December 31, 2001 326,014 324,717
----------- ----------------- ------------------
Authorized: 10,000,000 10,000,000
Issued: 3,260,136 3,247,166
Treasury: 1,897 1,897
Additional paid-in capital 2,861,978 2,779,100
Retained earnings 19,201,069 16,298,261
Accumulated other comprehensive loss (Note 7) (324,310) (325,330)
Treasury stock (at cost) (21,408) (21,408)
Notes receivable for exercise of stock options (367,500) (367,500)
-------------- --------------
Total Stockholders' Equity 21,723,737 18,735,734
-------------- --------------
Total Liabilities and Stockholders' Equity $87,020,067 $83,889,970
============== ==============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
SIX MONTHS ENDED JUNE 30,
-------------------------------
2002 2001
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Income:
Rental $7,143,617 $7,163,547
Interest on mortgages - sold properties 1,337,314 1,683,016
Interest on mortgages - related parties 156,568 97,582
Investment income 49,452 70,707
Other 10,057 18,716
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Total 8,697,008 9,033,568
------------- --------------
Costs and Expenses:
General and administrative 1,650,188 1,581,961
Depreciation on non-rental property 13,953 11,373
Rental property:
Operating expenses 2,923,716 2,849,104
Interest on mortgage debt 2,111,925 2,136,754
Real estate taxes 608,780 589,616
Depreciation on real estate 803,344 784,154
Amortization of mortgage costs 52,696 50,400
Minority interest share of partnership income 327,188 368,981
------------- --------------
Total 8,491,790 8,372,343
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Income from continuing operations 205,218 661,225
Income from discontinued operations (Note 5) 120,424 153,543
------------- --------------
Income before net gain from sales of properties 325,642 814,768
Net gain from sales of properties 3,771,042 978,598
------------- --------------
Net Income $4,096,684 $1,793,366
============= ==============
Earnings per Common Share (basic and diluted) (Note 1-C):
Income from continuing operations $0.06 $0.18
Income from discontinued operations 0.03 0.04
------------- --------------
Income before net gain from sales of properties 0.09 0.22
Net gain from sales of properties 1.01 0.26
------------- --------------
Net Income per Common Share $1.10 $0.48
============= ==============
Cash Distributions per Common Share $0.32 $0.32
============= ==============
Weighted Average Number of Shares Outstanding 3,730,848 3,712,317
============= ==============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
THREE MONTHS ENDED JUNE 30,
-------------------------------
2002 2001
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Income:
Rental $3,568,855 $3,557,401
Interest on mortgages - sold properties 635,809 721,386
Interest on mortgages - related parties 116,671 56,595
Investment income 29,627 32,317
Other 5,421 4,502
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Total 4,356,383 4,372,201
------------- --------------
Costs and Expenses:
General and administrative 820,485 757,048
Depreciation on non-rental property 7,140 5,764
Rental property:
Operating expenses 1,471,530 1,413,134
Interest on mortgage debt 1,058,790 1,071,323
Real estate taxes 304,328 297,544
Depreciation on real estate 402,858 394,306
Amortization of mortgage costs 23,863 22,673
Minority interest share of partnership income 151,854 183,629
------------- --------------
Total 4,240,848 4,145,421
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Income from continuing operations 115,535 226,780
Income from discontinued operations (Note 5) 79,248 27,995
------------- --------------
Income before net gain from sales of properties 194,783 254,775
Net gain from sales of properties 3,764,565 134,540
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Net Income $3,959,348 $389,315
============= ==============
Earnings per Common Share (basic and diluted) (Note 1-C):
Income from continuing operations $0.03 $0.06
Income from discontinued operations 0.02 0.01
------------- --------------
Income before net gain from sales of properties 0.05 0.07
Net gain from sales of properties 1.01 0.03
------------- --------------
Net Income per Common Share $1.06 $0.10
============= ==============
Cash Distributions per Common Share $0.16 $0.16
============= ==============
Weighted Average Number of Shares Outstanding 3,733,526 3,714,926
============= ==============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
SIX MONTHS ENDED JUNE 30,
-----------------------------------------
2002 2001
--------------- ---------------
Cash Flows from Operating Activities:
Cash received from rental properties $7,161,130 $7,099,009
Interest received 1,857,454 1,576,778
Miscellaneous income 8,809 17,469
Interest paid on rental property mortgage debt (2,122,748) (2,147,586)
Cash disbursed for rental property operations (3,736,987) (3,512,470)
Cash disbursed for general and administrative costs (1,678,789) (1,521,265)
--------------- ---------------
Net cash provided by continuing operations 1,488,869 1,511,935
Net cash provided by discontinued operations 120,259 265,849
--------------- ---------------
Net cash provided by operating activities 1,609,128 1,777,784
--------------- ---------------
Cash Flows from Investing Activities:
Cash flows from continuing operations:
Payments received on notes receivable 4,183,305 1,670,853
Payments disbursed for investments in notes receivable (1,100,000)
Payments disbursed for additions and improvements (233,210) (285,871)
Purchase of 2% interest in partnership (118,000)
--------------- ---------------
3,832,095 284,982
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Cash flows from discontinued operations:
Deposit received on contract of sale of property 100,000
Payments disbursed for sales of properties (28,705)
Payments disbursed for additions and improvements (6,338) (4,984)
--------------- ---------------
64,957 (4,984)
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Net cash provided by investing activities 3,897,052 279,998
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Cash Flows from Financing Activities:
Principal payments on mortgage debt (300,807) (277,883)
Cash distributions on common stock (1,193,876) (1,188,056)
Proceeds from dividend reinvestment and share purchase plan 64,642 43,995
Distributions to minority partners (354,071) (307,299)
--------------- ---------------
(1,784,112) (1,729,243)
Principal payments on mortgage debt - discontinued operations (32,825) (33,918)
--------------- ---------------
Net cash used in financing activities (1,816,937) (1,763,161)
--------------- ---------------
Net Increase in Cash and Cash Equivalents 3,689,243 294,621
Cash and Cash Equivalents, Beginning of Period 2,557,340 2,159,661
--------------- ---------------
Cash and Cash Equivalents, End of Period $6,246,583 $2,454,282
=============== ===============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
SIX MONTHS ENDED JUNE 30,
--------------------------------------------
2002 2001
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Reconciliation of Net Income to Net Cash
Provided by Operating Activities
Net Income $4,096,684 $1,793,366
---------------- ----------------
Adjustments to reconcile net income to net cash provided by continuing
operations:
Gain from sales of properties (3,771,042) (978,598)
Income from discontinued operations (120,424) (153,543)
Depreciation and amortization 869,993 845,927
Issuance of stock for fees and expenses 9,766 8,467
Amortization of discounts on notes and fees (99,596) (361,483)
Minority interest share of partnership income 327,188 368,981
Changes in assets and liabilities:
Decrease in accounts receivable 392,846 4,524
Increase in accounts payable and accrued liabilities 270,728 234,583
Increase in deferred income 63,364 27,398
Increase in prepaid expenses, deposits in escrow
and deferred charges (524,296) (265,832)
Decrease in security deposit liabilities (25,094) (12,644)
Other (1,248) 789
---------------- ----------------
Total adjustments (2,607,815) (281,431)
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Net cash provided by continuing operations 1,488,869 1,511,935
---------------- ----------------
Discontinued operations:
Income from Discontinued Operations 120,424 153,543
---------------- ----------------
Adjustments to reconcile income to net cash provided by discontinued
operations:
Depreciation and amortization 49,383 105,163
Minority interest share of partnership income 3,149 16,942
Net change in assets and liabilities (52,697) (9,799)
---------------- ----------------
Total adjustments (165) 112,306
---------------- ----------------
Net cash provided by discontinued operations 120,259 265,849
---------------- ----------------
Net cash provided by operating activities $1,609,128 $1,777,784
================ ================
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 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 six months ended June 30, 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". This statement requires that the operations
related to the properties that have been sold or properties that are intended to
be sold be presented as discontinued operations in the statements of operations
for all periods presented and properties intended to be sold are to be
designated as "held for sale" on the balance sheet.
G. New Accounting Pronouncements - In April, 2002, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 145, "Rescission of SFAS No. 4, 44
and 64, Amendment of SFAS No. 13, and Technical Corrections". SFAS No. 145,
among other things, rescinds SFAS No.4 "Reporting Gains and Losses from
Extinguishment of Debt", and accordingly, the reporting of gains or losses from
the early extinguishment of debt as extraordinary items will only be required
if they meet the specific criteria for extraordinary items included in
Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations". The rescission of SFAS No. 4 is effective January 1, 2003.
Management believes that adoption of this statement will not have a material
effect on the Company's financial statements.
In July, 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" (effective January 1, 2003). SFAS No. 146
replaces current accounting literature and requires the recognition of costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. The Company does not
anticipate the adoption of this statement will have a material effect on the
Company's financial statements.
H. Reclassification - Certain prior year amounts have been reclassified to
conform with the 2002 presentation for discontinued operations and assets held
for sale (see Note 1-F).
2. REAL ESTATE
Real estate is comprised of the following:
June 30, December 31,
2002 2001
----------- ------------
Land $ 7,919,970 $ 7,919,970
Buildings and leaseholds 49,546,692 49,326,264
Furniture and equipment 389,327 380,969
----------- ------------
Total real estate $57,855,989 $57,627,203
=========== ============
For the six months ended June 30, 2002, four of the properties owned by the
Company represented 29%, 17%, 14% and 12% of total rental income. Four
properties represented 29%, 19%, 14% and 11% of total rental income for the six
months ended June 30, 2001.
3. MORTGAGE PORTFOLIO
The components of the net mortgage portfolio at June 30, 2002 and December 31,
2001 are as follows:
Sold Related
June 30, 2002 Properties Parties Total
- ------------- ----------- ---------- -----------
Notes receivable $24,004,003 $1,346,055 $25,350,058
Less: Discounts 1,466,048 104,236 1,570,284
Deferred gains 6,587,471 844,735 7,432,206
----------- ---------- -----------
Net mortgage portfolio $15,950,484 $ 397,084 $16,347,568
=========== ========== ===========
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 June 30, 2002, all of the notes in the Company's mortgage portfolio are
current.
During the six months ended June 30, 2002, the Company received $208,000 in
principal payments on its Mark Terrace note.
In April, 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 and additional interest of
$171,000 due at maturity, which will increase the effective interest rate to
10.17% per annum. 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 recognized a previously
deferred gain of $3,750,000.
In May, 2002, UTB Associates, a partnership in which the Company holds a
66-2/3% interest, finalized a settlement of certain litigation issues with
University Towers Owners Corp. UTB Associates 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. Since 1999, 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, as a result, effective September 1, 2001,
operation of the Professional Space Lease property was relinquished to the
cooperative corporation. UTB Associates appealed the decision and pending the
outcome of 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, UTB Associates agreed to the cancellation of the lease
and the cooperative corporation received rights to the subleases and the
associated tenant improvements. In return, UTB Associates will receive payments
from the cooperative corporation (that effectively began April 1, 2002 under the
terms of a $660,000 non-interest bearing promissory note) over a nine-year
period in the amount of approximately $5,833 per month for the first three years
and $6,250 per month for the last six years. As part of the settlement,
Presidential transferred to the cooperative corporation its interest in the
Towers Shopping Parcade property which is used for parking for tenants at the
professional space property and in return will receive under the terms of a
$190,000 non-interest bearing promissory note a monthly payment of approximately
$1,759 for the next nine years starting April 1, 2002.
The net book value of the assets transferred to the cooperative corporation in
May, 2002 was $212,488 and $3,146 by UTB Associates and Presidential,
respectively. After closing costs, UTB Associates recorded a deferred gain on
sale of $171,191 and a discount of $211,607. Presidential recorded a deferred
gain on sale of $121,757 and a discount of $60,097.
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 any sale of the property.
Minority partners' interest is comprised of the following:
June 30, December 31,
2002 2001
---------- ------------
Home Mortgage Partnership $7,650,193 $7,835,035
UTB Associates (218,072) (211,974)
---------- ------------
Total minority partners' interest $7,432,121 $7,623,061
========== ============
5. DISCONTINUED OPERATIONS
For the periods ending June 30, 2002 and 2001, income from discontinued
operations relates to the University Towers Professional Space Lease property
and the Towers Shoppers Parcade property which were sold during the second
quarter of 2002 as discussed in Note 3. The Sunwood Apartments property located
in Miami, Florida, which is under contract for sale and has been designated as
held for sale, is also included in discontinued operations. The Company
discontinued depreciation on the Sunwood Apartments property as of March 31,
2002. The following table summarizes income and expense for the properties sold
or held for sale.
Six Months Ended Three Months Ended
June 30, June 30,
---------------- -------------------
2002 2001 2002 2001
---- ---- ---- ----
Income:
Rental income $559,769 $825,486 $276,604 $394,619
Investment income 1,022 2,167 607 1,041
-------- -------- -------- --------
Total 560,791 827,653 277,211 395,660
-------- -------- -------- --------
Rental property expenses:
Operating expenses 174,055 333,868 88,961 195,668
Interest on mortgage debt 152,839 155,044 76,285 77,377
Real estate taxes 60,941 63,093 29,763 31,546
Depreciation on real estate 44,528 100,533 50,365
Amortization of mortgage
costs 4,855 4,630 2,442 2,329
Minority interest share of
partnership income 3,149 16,942 512 10,380
-------- -------- -------- --------
Total 440,367 674,110 197,963 367,665
-------- -------- -------- --------
Income from discontinued
operations $120,424 $153,543 $ 79,248 $ 27,995
======== ======== ======== ========
In February, 2002, the Company entered into a contract for the sale of the
Sunwood Apartments property 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
$250,000 contract deposit (which includes $150,000 held in escrow) pending
closing which is scheduled for the third quarter of 2002. During the six months
ended June 30, 2002, the Sunwood Apartments property had gross revenues of
$560,839 and net income of $120,960. At June 30, 2002, the carrying value of the
property was $6,007,370 (net of accumulated depreciation of $611,303). The gain
from the sale is estimated to be approximately $1,664,000. 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.
The assets and liabilities of the Sunwood Apartments property are segregated in
the consolidated balance sheets. The components are as follows:
June 30, December 31,
2002 2001
----------- -------------
Assets held for sale:
Land $1,680,000 $1,680,000
Building 4,929,112 4,924,189
Furniture and equipment 9,561 8,145
Less: accumulated depreciation (611,303) (567,195)
---------- ----------
Net real estate 6,007,370 6,045,139
Other assets 177,941 174,402
---------- ----------
Total $6,185,311 $6,219,541
========== ==========
Liabilities related to assets held for sale:
Mortgage debt $4,653,061 $4,685,886
Other liabilities 102,314 94,103
---------- ----------
Total $4,755,375 $4,779,989
========== ==========
6. 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 intends to elect to apply any eligible year
2002 distributions to reduce its 2001 taxable income to zero.
Furthermore, the Company had taxable income (before distributions to
stockholders) for the six months ended June 30, 2002 of approximately $2,991,000
($.80 per share), which included approximately $2,559,000 ($.68 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.
7. 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
six months ended June 30, 2002 and 2001 was $4,097,704 and $1,794,015,
respectively.
8. COMMITMENTS AND CONTINGENCIES
Presidential is not a party to any material legal proceedings. 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.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
Results of Operations
Financial Information for the six months ended June 30, 2002 and 2001:
- ----------------------------------------------------------------------------
Revenue decreased by $336,560 primarily as a result of decreases in interest
income on mortgages-sold properties and decreases in investment income. These
decreases were partially offset by an increase in interest income on
mortgages-related parties.
Rental income decreased by $19,930. Although rental income increased at a
majority of the Company's rental properties, rental income at Preston Lake
Apartments decreased by $150,225 due to an increase in vacancy losses of
$109,069 and decreases in rental income of $41,156. The rental market in the
Tucker, Georgia area continues to be plagued by a struggling economy and in
order to increase the occupancy level at this property, the Company has reduced
the rental rates for new occupancies.
Interest on mortgages-sold properties decreased by $345,702 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. Interest income decreased
by $52,895 on the New Haven note receivable as a result of the $3,750,000
principal payment received on that note in April, 2002. In addition, interest
income on the Westgate note receivable decreased by $43,500 as a result of a
decrease in the interest rate which occurred in August 2001, in accordance with
the terms of the note. The interest rate on the note for the period August 1,
2001 through July 31, 2006 is 6.45% per annum and is based on the yield of
United States Treasury bills maturing on July 1, 2006 plus 150 basis points in
excess of the yield. The prior interest rate was 7.9% per annum.
Interest on mortgages - related parties increased by $58,986 primarily as a
result of a $63,000 payment of interest income received on the Consolidated
Loans.
Investment income decreased by $21,255 primarily as a result of a decrease in
interest rates on short term cash investments.
Costs and expenses increased by $119,447 primarily due to increases in a
majority of all categories of costs and expenses, offset by decreases in
interest on mortgages and minority interest share of partnership income.
General and administrative expenses increased by $68,227 primarily as a result
of increases of $86,741 in contractual pension and postretirement benefits
expenses and defined benefit plan expenses, listing and filing fee expenses
increased by $23,645 and franchise tax expense increased by $11,302. These
increases were partially offset by a decrease in salary expense of $52,941 (of
which, $74,166 pertains to decreases in executive bonuses).
Rental property operating expenses increased by $74,612 primarily as a result of
an $87,264 increase in insurance expense. In addition, bad debt expense
increased by $24,473, legal and professional fees increased by $28,364 and
repairs and maintenance expense increased by $12,930. These increases were
offset by decreases of $35,648 in payroll expense, $24,638 in snow removal
expense and $19,160 in utility expenses.
Real estate tax expense increased by $19,164 primarily as a result of increased
real estate taxes on the Florida properties.
Minority interest share of partnership income decreased by $41,793 primarily due
to a decrease in partnership income on the Home Mortgage Plaza property.
Income from discontinued operations, net of minority interest, decreased by
$33,119 primarily due to decreased income of $27,569 from the Professional Space
Lease property in 2002 (see below).
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 $3,771,042 compared with
$978,598 in 2001:
Gain from sales recognized at June 30, 2002 2001
Deferred gains recognized upon receipt of ---- ----
principal payments on notes:
New Haven - $3,750,000 principal payment $3,750,000 $
Woodgate - $1,175,500 principal payment 684,991
Mark Terrace 256,000
Overlook 13,121 12,920
Towers Shopping Parcade 3,382
University Towers Professional Space 4,539
330 West 72nd St. - co-op apt. note 24,687
---------- ----------
Net gain $3,771,042 $ 978,598
========== ==========
Financial Information for the three months ended June 30, 2002 and 2001:
- ----------------------------------------------------------------------------
Revenue decreased by $15,818 primarily as a result of decreases in interest
income on mortgages-sold properties, offset by increases in rental income and
increases in interest income on mortgages-related parties.
Rental income increased by $11,454 as a result of increased rental income at a
majority of the Company's properties. Rental income at Preston Lake Apartments
decreased by $59,571 as a result of increased vacancy losses and decreased
rental income.
Interest on mortgages-sold properties decreased by $85,577 primarily due to
decreases in interest income of $68,267 and $21,750 on the New Haven and the
Westgate notes receivable, respectively.
Costs and expenses increased by $95,427 primarily due to increases in general
and administrative expenses, rental property operating expenses and real estate
tax expense. These increases were partially offset by a decrease in minority
interest share of partnership income.
General and administrative expenses increased by $63,437 primarily as a result
of increases of $37,562 in contractual pension and postretirement benefits
expenses and defined benefit plan expenses, listing and filing fee expenses
increased by $14,285, advertising expense increased by $4,112 and professional
services increased by $4,205.
Rental property operating expenses increased by $58,396 primarily as a result of
a $52,266 increase in insurance expense and a $34,967 increase in bad debt
expense. These increases were partially offset by decreases of $18,900 in
utility expenses and $8,292 in travel and entertainment expenses.
Real estate tax expense increased by $6,784 primarily as a result of increased
real estate taxes on the Florida properties.
Minority interest share of partnership income decreased by $31,775 primarily due
to a decrease in partnership income on the Home Mortgage Plaza property.
Income from discontinued operations, net of minority interest, increased by
$51,253 primarily due to a decrease of $50,365 in depreciation expense for the
2002 period. Income from the Professional Space Lease property decreased by
$19,723 for 2002, which was offset by a decrease of $23,557 in repairs and
maintenance on the Sunwood Apartments property (see below).
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 $3,764,565 compared with
$134,540 in 2001:
Gain from sales recognized at June 30, 2002 2001
Deferred gains recognized upon receipt of ---- ----
principal payments on notes:
New Haven $3,750,000 $
Towers Shopping Parcade 3,382
University Towers Professional Space 4,539
Mark Terrace 128,000
Overlook 6,644 6,540
---------- --------
Net gain $3,764,565 $134,540
========== ========
Funds From Operations
Funds from operations ("FFO") represents net income computed in accordance with
accounting principles generally accepted in the United States of America
("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:
Six months ended Three months ended
June 30, June 30,
---------------------------- ---------------------------
2002 2001 2002 2001
---- ---- ---- ----
Income before net gain from
sales of properties $325,642 $814,768 $194,783 $254,775
Depreciation and amortization
on real estate 803,344 784,154 402,858 394,306
Depreciation and amortization
on real estate of
discontinued operations 44,528 100,533 50,365
---------- ---------- ---------- ----------
Funds From Operations $1,173,514 $1,699,455 $597,641 $699,446
========== ========== ========== ==========
Distributions paid to
shareholders at June 30 $1,193,876 $1,188,056 $597,238 $594,301
========== ========== ========== ==========
FFO payout ratio 101.7% 69.9% 99.9% 85.0%
========== ========== ========== ==========
Cash flows from:
Operating activities $ 1,609,128 $ 1,777,784
=========== ===========
Investing activities $ 3,897,052 $ 279,998
=========== ===========
Financing activities $(1,816,937) $(1,763,161)
=========== ===========
Balance Sheet
Net mortgage portfolio decreased by $62,361 primarily as a result of the
$208,000 principal payments received on the Mark Terrace note and principal
payments of $149,019 received on the Sold co-op apartment notes. These decreases
were partially offset by net increases of $285,348 relating to the sale of the
Professional Space Lease property and the Towers Shopping Parcade property. In
connection with that sale, the Company received $850,000 in non-interest bearing
notes, recorded discounts of $271,704 and deferred gains on sale of $292,948. In
addition, in April, 2002, the Company received a $3,750,000 principal payment on
the $12,300,000 New Haven note receivable and recognized a deferred gain of
$3,750,000.
Prepaid expenses and deposits in escrow increased by $590,891 as a result of
increases of $240,881 in prepaid expenses (primarily insurance and real estate
tax) and increases of $350,010 in deposits in escrow.
Other receivables decreased by $383,899 primarily as a result of the receipt of
$369,000 of additional interest due on the New Haven note receivable.
Cash and cash equivalents increased by $3,689,243 primarily as a result of a
principal repayment of $3,750,000 and additional interest of $369,000 received
on the New Haven note, offset by a decrease in cash provided by rental property
operations.
Accrued liabilities increased by $248,591 primarily as a result of a $332,439
increase in accrued real estate taxes. These taxes are paid from escrow accounts
when the real estate taxes become due.
Other liabilities increased by $165,594 primarily as a result of the $100,000
deposit received on the contract of sale for the Sunwood Apartments property and
an increase of $62,739 in deferred income.
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 June 30, 2002, Presidential had $6,246,583 in available cash and cash
equivalents, an increase of $3,689,243 from the $2,557,340 at December 31, 2001.
This increase in cash and cash equivalents was due to cash provided by operating
activities of $1,609,128 and cash provided by investing activities of
$3,897,052, offset by cash used in financing activities of $1,816,937.
Operating Activities
Cash from operating activities includes interest on the Company's mortgage
portfolio and net cash received from rental property operations, which were
$1,857,454 and $947,324 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 $4,183,305 on its mortgage portfolio of
which $4,090,589 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 $233,210 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 June 30, 2002, consisted of $54,233,955 of
mortgage debt. The mortgage debt, which is collateralized by individual
properties, is nonrecourse to the Company with the exception of the $221,230
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 recourse against the borrower 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 $300,807
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 six months of 2002, Presidential declared and paid cash
distributions of $1,193,876 to its shareholders and received proceeds from its
dividend reinvestment and share purchase plan of $64,642.
Discontinued Operations
Effective January 1, 2002, the Company adopted the Financial Accounting
Standards Board Statement No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", which requires that the operations of properties that have
been sold or are being held for sale be presented as discontinued operations in
the statement of operations for all periods presented and properties that are
being held for sale be designated as assets "held for sale" on the balance
sheet.
During the six months ended June 30, 2002, the Company sold the University
Towers Professional Space Lease and the Towers Shopping Parcade property and
contracted to sell the Sunwood Apartments property in Miami, Florida. Income
from discontinued operations for the six months ended June 30, 2002 and 2001 was
$120,424 and $153,543, respectively. Income from discontinued operations for the
three months ended June 30, 2002 and 2001 was $79,248 and $27,995, respectively.
The assets and related liabilities of the Sunwood Apartments property that are
under contract of sale have been designated as "held for sale". Assets held for
sale at June 30, 2002 and December 31, 2001 were $6,185,311 and $6,219,541,
respectively. Liabilities related to assets held for sale at June 30, 2002 and
December 31, 2001 were $4,755,375 and $4,779,989, respectively.
Cash from discontinued operations for the periods ended June 30, 2002 and 2001
was as follows: cash provided by operating activities was $120,259 and $265,849,
cash provided by (used in) investing activities was $64,957 and $(4,984) and
cash used in financing activities was $(32,825) and $(33,918), respectively.
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 June 30, 2002, the Consolidated Loans have
an outstanding principal balance of $4,770,050 and a zero net carrying value.
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 and recognized as income. 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 six months
ended June 30, 2002, the Company received $79,069 of interest income on the
Consolidated Loans.
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, which will
increase the effective interest rate for the modified loan term to 10.17% per
annum.
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, were in litigation regarding
the termination of the Professional Space Lease, and in September, 2001, the
court terminated the Professional Space Lease. 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. UTB Associates
appealed the decision and pending the outcome of the appeal, UTB Associates and
the cooperative corporation reached an agreement to settle the various issues
involved in the litigation and a settlement was finalized in May, 2002. Under
the terms of the settlement, UTB Associates agreed to the cancellation of the
lease and the cooperative corporation received rights to the subleases and the
associated tenant improvements. As a part of the settlement, Presidential
transferred its interest in the Towers Shopping Parcade property, which is used
for parking for tenants at the Professional Space Lease property, to the
cooperative corporation. UTB Associates and the Company received non-interest
bearing notes from the cooperative corporation in the total amount of $850,000
for the transfers of the Professional Space Lease and the Towers Shopping
Parcade property.
As a result of the settlement, UTB Associates recorded a $660,000 note
receivable, a discount of $211,607 and a deferred gain on sale of $171,191 for a
net carrying value of $277,202. The book basis of the assets transferred was
$212,488 and expenses of sale were $64,714. UTB Associates will receive monthly
payments on the note 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 a result of the transfer of the Towers Shopping Parcade property, the Company
recorded a $190,000 note receivable, a discount of $60,097 and a deferred gain
on sale of $121,757 for a net carrying value of $8,146. The book basis of the
assets transferred was $3,146 and the expenses of sale were $5,000. The Company
will receive monthly payments on the note over the next nine years in the amount
of $21,111 per year.
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 $250,000 contract deposit (of which, $150,000 is being held
in escrow) pending closing which is scheduled for the third quarter of 2002.
During the six months ended June 30, 2002, the Sunwood Apartments property had
gross revenues of $560,839 and net income of $120,960. At June 30, 2002, the
basis of the property was $6,007,370 (net of accumulated depreciation of
611,303). The gain from the sale is estimated to be approximately $1,664,000 and
net cash proceeds of the sale are estimated to be approximately $3,090,000 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.
(a) Exhibits
99.1 Certification of Chief Executive Officer of the Company pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer of the Company pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(b) No reports on Form 8-K have been filed during the quarter ended June 30,
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: August 12, 2002 By: /s/ Jeffrey F. Joseph
-----------------------
Jeffrey F. Joseph
President
DATE: August 12, 2002 By: /s/ Elizabeth Delgado
-----------------------
Elizabeth Delgado
Treasurer