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, 2003
----------------
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, including 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
------ ------
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No x
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The number of shares outstanding of each of the issuer's classes of common stock
as of the close of business on May 8, 2003 was 478,840 shares of Class A common
and 3,285,855 shares of Class B common.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
Index to Form 10-Q
For the Three Months Ended
March 31, 2003
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
Quantative and Qualitative Disclosures
about Market Risk
Controls and Procedures
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,
2003 2002
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Real estate (Note 2) $49,848,075 $49,739,676
Less: accumulated depreciation 9,541,597 9,216,531
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Net real estate 40,306,478 40,523,145
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Mortgage portfolio (Note 3):
Sold properties and other - net 17,191,857 17,217,874
Related parties - net 358,934 389,916
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Net mortgage portfolio (of which $1,925,461 in 2003
and $2,061,050 in 2002 are due within one year) 17,550,791 17,607,790
------------ -----------
Prepaid expenses and deposits in escrow 1,472,134 1,158,157
Other receivables (net of valuation allowance of
$130,024 in 2003 and $99,249 in 2002) 518,758 437,984
Cash and cash equivalents 6,402,520 6,738,768
Other assets 1,307,465 1,314,657
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Total Assets $67,558,146 $67,780,501
============ ===========
Liabilities and Stockholders' Equity
Liabilities:
Mortgage debt (of which $451,834 in 2003 and
$448,487 in 2002 are due within one year) $37,076,352 $37,191,814
Contractual pension and postretirement benefits liabilities 3,312,150 3,328,083
Defined benefit plan liability 1,721,037 1,772,630
Accrued liabilities 1,188,922 1,269,703
Accrued taxes payable (Note 7) - 498,750
Accounts payable 414,058 218,798
Distributions from partnership in excess of investment and earnings (Note 5) 2,354,745 2,358,164
Other liabilities 820,559 755,333
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Total Liabilities 46,887,823 47,393,275
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Minority Interest in Consolidated Partnership (Note 6) 90,951 115,623
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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 March 31, 2003 December 31, 2002 328,192 326,899
----------- -------------- -----------------
Authorized: 10,000,000 10,000,000
Issued: 3,281,922 3,268,986
Treasury: 1,897 1,897
Additional paid-in capital 3,007,932 2,919,080
Retained earnings 20,224,488 20,007,322
Accumulated other comprehensive loss (Note 8) (2,640,226) (2,640,684)
Treasury stock (at cost) (21,408) (21,408)
Notes receivable for exercise of stock options (367,500) (367,500)
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Total Stockholders' Equity 20,579,372 20,271,603
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Total Liabilities and Stockholders' Equity $67,558,146 $67,780,501
============ ===========
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
THREE MONTHS ENDED MARCH 31,
---------------------------------
2003 2002
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Revenues:
Rental $2,461,025 $2,526,868
Interest on mortgages - sold properties and other 623,569 701,505
Interest on mortgages - related parties 101,129 39,897
Other revenues 5,438 4,636
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Total 3,191,161 3,272,906
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Costs and Expenses:
General and administrative 828,640 829,703
Depreciation on non-rental property 6,290 6,813
Rental property:
Operating expenses 1,221,490 1,101,331
Interest on mortgage debt 731,973 741,260
Real estate taxes 257,569 243,865
Depreciation on real estate 325,066 323,708
Amortization of mortgage costs 14,853 14,276
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Total 3,385,881 3,260,956
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Other Income:
Investment income 26,364 15,134
Equity in income of partnership 82,470 67,329
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Income (loss) before minority interest and net gain
from sales of properties (85,886) 94,413
Minority interest 4,705 4,930
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Income (loss) before net gain from sales of properties (90,591) 89,483
Net gain from sales of properties 908,492 6,477
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Income from continuing operations 817,901 95,960
Income from discontinued operations (Note 4) - 41,376
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Net Income $817,901 $137,336
============ ===========
Earnings per Common Share (basic and diluted) (Note 1-C):
Income (loss) before net gain from sales of properties ($0.02) $0.03
Net gain from sales of properties 0.24 0.00
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Income from continuing operations 0.22 0.03
Income from discontinued operations - 0.01
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Net Income per Common Share - basic $0.22 $0.04
============ ===========
- diluted $0.22 $0.04
============ ===========
Cash Distributions per Common Share $0.16 $0.16
============ ===========
Weighted Average Number of Shares Outstanding - basic 3,753,072 3,728,479
============ ===========
- diluted 3,756,401 3,732,131
============ ===========
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED MARCH 31,
------------------------------------
2003 2002
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Cash Flows from Operating Activities:
Cash received from rental properties $2,434,896 $2,575,016
Interest received 723,625 787,823
Distributions received from partnership 79,051 68,000
Miscellaneous income 4,814 4,012
Interest paid on rental property mortgage debt (732,708) (742,242)
Cash disbursed for rental property operations (1,536,208) (1,388,867)
Cash disbursed for general and administrative costs (1,036,237) (849,473)
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Net cash (used in) provided by continuing operations (62,767) 454,269
Net cash provided by discontinued operations - 41,445
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Net cash (used in) provided by operating activities (62,767) 495,714
------------- -------------
Cash Flows from Investing Activities:
Cash flows from continuing operations:
Payments received on notes receivable 2,476,786 203,669
Payments disbursed for investments in notes receivable (1,500,000) -
Payments of taxes payable on gain from sale (498,750) -
Payments disbursed for additions and improvements (56,884) (118,284)
Purchase of additional interest in partnership (39,443) (118,000)
Other (8,216) -
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373,493 (32,615)
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Cash flows from discontinued operations:
Payments disbursed for additions and improvements - (2,864)
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- (2,864)
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Net cash provided by (used in) investing activities 373,493 (35,479)
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Cash Flows from Financing Activities:
Cash flows from continuing operations:
Principal payments on mortgage debt (115,462) (106,961)
Cash distributions on common stock (600,735) (596,638)
Proceeds from dividend reinvestment and share purchase plan 69,223 34,901
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(646,974) (668,698)
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Cash flows from discontinued operations:
Principal payments on mortgage debt - (16,278)
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- (16,278)
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Net cash used in financing activities (646,974) (684,976)
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Net Decrease in Cash and Cash Equivalents (336,248) (224,741)
Cash and Cash Equivalents, Beginning of Period 6,738,768 1,788,224
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Cash and Cash Equivalents, End of Period $6,402,520 $1,563,483
============= =============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED MARCH 31,
------------------------------------------
2003 2002
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Reconciliation of Net Income to Net Cash
(Used in) Provided by Operating Activities
Net Income $817,901 $137,336
--------------- ---------------
Adjustments to reconcile net income to net cash (used in) provided by continuing
operations:
Net gain from sales of properties (908,492) (6,477)
Income from discontinued operations (41,376)
Equity in income of partnership (82,470) (67,329)
Depreciation and amortization 346,209 344,797
Issuance of stock for fees and expenses 5,231 4,883
Amortization of discounts on notes and fees (36,464) (44,384)
Minority interest 4,705 4,930
Distributions received from partnership 79,051 68,000
Changes in assets and liabilities:
Decrease (increase) in other receivables (88,838) 51,274
Increase in accounts payable and accrued liabilities 46,953 414,364
Increase in other liabilities 62,656 74,549
Increase in prepaid expenses, deposits in escrow
and deferred charges (308,585) (485,674)
Other (624) (624)
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Total adjustments (880,668) 316,933
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Net cash (used in) provided by continuing operations (62,767) 454,269
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Discontinued operations:
Income from Discontinued Operations - 41,376
--------------- ---------------
Adjustments to reconcile income to net cash provided by discontinued
operations:
Depreciation and amortization - 46,941
Minority interest - 2,737
Net change in assets and liabilities - (49,609)
--------------- ---------------
Total adjustments - 69
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Net cash provided by discontinued operations - 41,445
--------------- ---------------
Net cash (used in) provided by operating activities ($62,767) $495,714
=============== ===============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003
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, a partnership in which 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 net income by the weighted average number of shares of Class A and
Class B common stock outstanding during each period. Diluted net income per
share is computed by dividing net income by the weighted average shares
outstanding, including the dilutive effect, if any, of stock options
outstanding. 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, 2002.
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. Discontinued Operations - The Company complies with the provisions of
Statement of Financial Accounting Standards ("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 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. Adoption of Recent Accounting Pronouncements - The Company adopted SFAS No.
143, "Accounting for Asset Retirement Obligations" on January 1, 2003. On
January 1, 2003, the Company also adopted SFAS No. 145, "Rescission of SFAS No.
4, 44 and 64, Amendment of SFAS No. 13, and Technical Corrections" and SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities".
Implementation of these statements did not have a material impact on the
Company's financial statements.
H. New Accounting Pronouncements - In December, 2002, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 148 "Accounting for Stock-Based
Compensation-Transition and Disclosure". This statement amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation and
amends the disclosure requirements of SFAS No. 123. Adoption of the provisions
of the Statement in 2003 will not have any impact because the Company has chosen
to continue to use the instrinsic value method as set forth in Accounting
Principles Board Opinion ("APB") No. 25.
In November of 2002, the FASB issued Interpretation No. 45 "Guarantors'
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others". The Interpretation elaborates on the
disclosures to be made by a guarantor in its financial statements about its
obligations under certain guarantees that it has issued. It also clarifies that
a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The disclosure provisions of this Interpretation were effective for
the Company's December 31, 2002 financial statements; the Company has no
guarantees requiring disclosure under this Interpretation. The initial
recognition and initial measurement provisions of this Interpretation are
applicable to guarantees issued or modified after December 31, 2002. The Company
does not believe that the initial recognition and measurement provisions of this
Interpretation will have a material effect on the Company's financial
statements.
In January of 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities". This Interpretation clarifies the application of
existing accounting pronouncements to certain entities in which equity investors
do not have the characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The provisions of
the Interpretation will be immediately effective for all variable interests in
variable interest entities created after January 31, 2003, and the Company will
need to apply its provisions to any existing variable interests in variable
interest entities by no later than the third quarter of 2003. The Company
believes that it does not hold any investments in entities that will be deemed
variable interest entities and, accordingly, that the implementation of this
Interpretation will not have a material effect on the Company's financial
statements.
2. REAL ESTATE
Real estate is comprised of the following:
March 31, December 31,
2003 2002
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Land $ 7,287,128 $ 7,280,424
Buildings 42,169,407 42,069,582
Furniture and equipment 391,540 389,670
----------- -------------
Total real estate $49,848,075 $49,739,676
=========== =============
For the period ended March 31, 2003, four of the properties owned by the Company
represented 22%, 22%, 16% and 11% of total rental revenue. Four properties
represented 24%, 20%, 17% and 11% of total rental revenue for the period ended
March 31, 2002.
3. MORTGAGE PORTFOLIO
The components of the net mortgage portfolio at March 31, 2003 and December 31,
2002 are as follows:
Sold Related
March 31, 2003 Properties Parties Total
- -------------- ---------- ------- -----
Notes receivable $24,572,167 $ 446,337 $25,018,504
Less: Discounts 1,129,832 87,403 1,217,235
Deferred gains 6,250,478 6,250,478
----------- ---------- -----------
Net mortgage portfolio $17,191,857 $ 358,934 $17,550,791
=========== ========== ===========
December 31, 2002
- ----------------
Notes receivable $24,653,481 $1,326,512 $25,979,993
Less: Discounts 1,157,565 105,669 1,263,234
Deferred gains 6,278,042 830,927 7,108,969
---------- ---------- -----------
Net mortgage portfolio $17,217,874 $ 389,916 $17,607,790
=========== ========== ===========
At March 31, 2003, all of the notes in the Company's mortgage portfolio are
current.
In February, 2003, the Company made a $1,500,000 loan secured by ownership
interests in Reisterstown Square Associates, LLC, which owns Reisterstown
Apartments in Baltimore, Maryland, and by a personal guarantee from the
borrower. The loan matures on January 31, 2008 and has an annual interest rate
of 10.50% until January 31, 2005 and fluctuates every six months thereafter with
a base of 10.50% per annum.
In March, 2003, the Company received repayment of its notes secured by Woodland
Village in Hartford, Connecticut. Presidential received cash of $2,243,190, of
which $873,754 was in repayment of the Overlook loan for which a portion of the
Woodland Village notes stood as security. As a result, the Company recognized
$873,754 of previously deferred gain.
In March, 2003, in response to the borrower's election to prepay the note, the
Company modified the terms of its Mark Terrace note. The Company agreed to give
the borrower options to extend the maturity date from November 29, 2005 to
November 29, 2008 and to fix the interest rate at the current 9.16% per annum
until maturity. The Company will receive principal payments of $25,000 each on
January 1, 2004 and November 29, 2004. If the borrower exercises its options to
extend the note, the Company will receive principal payments of $100,000 on
November 30, 2005, November 30, 2006 and November 30, 2007. The note is secured
by unsold cooperative apartments at the Mark Terrace property. As apartments are
sold, the Company will receive principal payments ranging from $20,000 to
$35,000 per unit depending upon the size of the unit. This represents an
increase from the $16,000 payment required per unit prior to the modification.
During the first quarter of 2003, the Company received $120,000 in principal
payments on the Mark Terrace note and the balance of the note at March 31, 2003
was $1,155,000.
4. DISCONTINUED OPERATIONS
Income from discontinued operations for the three months ended March 31, 2002
related to the Sunwood Apartments property, the University Towers Professional
Space Lease property and the Towers Shoppers Parcade property, all of which were
sold during the year ended December 31, 2002. The following table summarizes
revenue and expense for these properties sold for the three months ended March
31, 2002.
Rental Revenue $283,165
--------
Rental property expenses:
Operating expenses 84,794
Interest on mortgage debt 76,554
Real estate taxes 31,178
Depreciation on real estate 44,528
Amortization of mortgage costs 2,413
--------
Total 239,467
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Other income - investment income 415
--------
Income before minority interest 44,113
Minority interest 2,737
--------
Income from discontinued operations $ 41,376
========
5. DISTRIBUTIONS FROM PARTNERSHIP IN EXCESS OF INVESTMENT AND EARNINGS
PDL, Inc. (a wholly owned subsidiary of Presidential) is the General Partner of
PDL, Inc. and Associates Limited Co-Partnership ("Home Mortgage Partnership").
The partnership owns and operates an office building in Hato Rey, Puerto Rico.
Presidential and PDL, Inc. have an aggregate 31% general and limited partner
interest in Home Mortgage Partnership at March 31, 2003. The Company accounts
for its investment in this partnership under the equity method, because it
exercises significant influence, but not control, over the partnership's
affairs.
The Company's interest in the Home Mortgage Partnership is a negative interest
and therefore is classified as a liability on the Company's consolidated balance
sheets, captioned "distributions from partnership in excess of investment and
earnings". The negative basis is solely due to the refinancing of the mortgage
on the property owned by the partnership and the distribution of the proceeds to
the partners in prior years, and not due to partnership operating losses.
Summary financial information for Home Mortgage Partnership is as follows:
March 31, December 31,
2003 2002
------ -----
Condensed Balance Sheets
Net real estate $ 4,444,840 $ 4,471,850
Prepaid expenses and deposits in
escrow 816,724 804,205
Cash and cash equivalents 796,123 696,220
Receivables and other assets 610,226 622,500
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Total Assets $ 6,667,913 $ 6,594,775
============= ===========
Nonrecourse mortgage debt $16,683,334 $16,737,569
Other liabilities 666,967 550,624
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Total Liabilities 17,350,301 17,288,193
Partners' Deficiency (10,682,388) (10,693,418)
------------- ------------
Total Liabilities and
Partners' Deficiency $ 6,667,913 $ 6,594,775
============= ===========
On the Company's Consolidated
Balance Sheets:
Distributions from partnership in
excess of investment and earnings $ 2,354,745 $ 2,358,164
============= ===========
Three Months Ended
March 31,
2003 2002
---- ----
Condensed Statements Of Operations
Revenues $1,105,806 $1,047,893
Interest on mortgage debt (308,314) (311,875)
Other expenses (534,111) (503,077)
Investment income 2,650 4,692
----------- ---------
Net Income $ 266,031 $ 237,633
=========== ==========
On the Company's Consolidated
Statement of Operations:
Equity in income of partnership $ 82,470 $ 67,329
=========== ==========
6. MINORITY INTEREST IN CONSOLIDATED PARTNERSHIP
Presidential is the General Partner of UTB Associates, a partnership in which
Presidential had a 66-2/3% interest at December 31, 2002. In January, 2003,
Presidential acquired an additional 8-1/3% interest in UTB Associates for a
purchase price of $39,443, thereby increasing its ownership interest to 75%. As
the General Partner of UTB Associates, Presidential exercises effective control
over this partnership, through its ability to manage the affairs of the
partnership in the ordinary course of business, including the ability to approve
the partnership's budgets, and through its significant equity interest.
Accordingly, Presidential consolidates this partnership in the accompanying
financial statements. The minority interest reflects the minority partners'
equity in the partnership.
7. INCOME TAXES
Presidential has elected to qualify as a Real Estate Investment Trust under the
Internal Revenue Code. A REIT which distributes at least 90% 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, 2002, the Company had taxable income (before
distributions to stockholders) of approximately $5,234,000 ($1.40 per share),
which included approximately $4,935,000 ($1.32 per share) of capital gains. The
$5,234,000 was reduced by the $1,425,000 ($.38 per share) of undistributed
capital gains designated as paid under Section 857(b)(3)(D). At December 31,
2002, the Company accrued $498,750 for income taxes on the $1,425,000
undistributed capital gain, which tax was paid in January, 2003. The $3,809,000
balance of taxable income will be reduced by the $1,553,000 ($.42 per share) of
its 2002 distributions that were not utilized in reducing the Company's 2001
taxable income. In addition, the Company may elect to apply any eligible year
2003 distributions to reduce its 2002 taxable income.
As previously stated, in order to retain REIT status, Presidential is required
to distribute 90% of its REIT taxable income (exclusive of capital gains).
Presidential distributed all of the required 90% ($.07 per share) of its 2002
REIT taxable income in 2002, exclusive of capital gains. In addition, although
no assurances can be given, it is the Company's present intention to distribute
all of its remaining 2002 taxable income (after the $1,425,000 retained capital
gain) and, therefore, no provision for income taxes was made for the $3,809,000
of taxable income at December 31, 2002.
Furthermore, the Company had taxable income (before distributions to
stockholders) for the three months ended March 31, 2003 of approximately
$1,440,000 ($.38 per share), which included approximately $540,000 ($.14 per
share) of capital gains. This amount will be reduced by 2003 distributions
that were not utilized in reducing the Company's 2002 taxable income and by
any eligible 2004 distributions that the Company may elect to utilize as a
reduction of its 2003 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.
8. COMPREHENSIVE INCOME
The Company's other comprehensive income or loss consists primarily of the
changes in the minimum pension liability adjustments. Thus, comprehensive
income, which consists of net income plus or minus other comprehensive income,
for the three months ended March 31, 2003 and 2002 was $818,359 and $137,907,
respectively.
9. 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.
10. SUBSEQUENT EVENT
In April, 2003, the Company entered into a contract for the sale of the
Continental Gardens property in Miami, Florida for a sales price of $22,800,000.
The contract may be terminated by the purchaser prior to the expiration of a
forty-five day due diligence period, which expires May 26, 2003. During the
three months ended March 31, 2003, the Continental Gardens property had gross
revenues of $529,423 and net income of $58,648. At March 31, 2003, the carrying
value of the property was $8,502,094 (net of accumulated depreciation of
$1,968,849). If the contract is not terminated by the purchaser, the Company has
until May of 2004 to close. The gain from the sale is estimated to be
approximately $11,919,000. Presidential intends to reinvest the proceeds from
the sale in the purchase of another apartment property or properties 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, 2003 AND 2002
Critical Accounting Policies
- ----------------------------
In preparing the consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America ("GAAP"),
management is required to make estimates and assumptions that affect the
financial statements and disclosures. These estimates require management's most
difficult, complex or subjective judgments. The Company's critical accounting
policies are described in its Form 10-K for the year ended December 31, 2002.
There have been no significant changes in the Company's critical accounting
policies since December 31, 2002.
Results of Operations
Financial Information for the three months ended March 31, 2003 and 2002:
- -------------------------------------------------------------------------
Revenue decreased by $81,745 primarily as a result of decreases in rental
revenue and decreases in interest income on mortgages-sold properties and other,
offset by an increase in interest income on mortgages-related parties.
Rental revenue decreased by $65,843 primarily due to a decrease in rental
revenue of $69,680 at Preston Lake Apartments as a result of reduced rental
rates for new occupancies. The rental market in the Tucker, Georgia area has
continued to be plagued by a struggling economy and although occupancy levels
have improved, management has had to reduce rental rates to the current rental
market rates in that area. In addition, rental revenue at the Farrington
Apartments property decreased by $37,668 as a result of increased vacancies at
that property. These decreases were offset by net increases of $41,505 at all
other rental properties.
Interest on mortgages-sold properties and other decreased by $77,936 primarily
due to a $138,309 decrease in interest income and amortization of discount on
the Encore note receivable as a result of the $3,750,000 principal payment
received in 2002. These decreases were partially offset by interest income of
$72,031 earned on two new loans that the Company had made in July, 2002 and
February, 2003. See below for a description of the new $1,500,000 loan made in
February, 2003.
Interest on mortgages-related parties increased by $61,232 primarily as a result
of an increase of $60,931 in payments of interest income received on the
Consolidated Loans. Payments on the Consolidated Loans are based on a percentage
of operating cash flows of an entity related to the debtor.
Costs and expenses increased by $124,925 primarily due to increases in rental
property operating expenses and real estate tax expense.
Rental property operating expenses increased by $120,159 as a result of
increases of operating expenses in a majority of areas. Insurance expense
increased by $37,917, repairs and maintenance increased by $27,511, bad debt
expense increased by $23,208, snow removal increased by $16,843 and fuel and
utilities increased by $15,731.
Real estate tax expense increased by $13,704 primarily as a result of increased
real estate taxes on the Crown Court and Continental Gardens properties.
Other income increased by $26,371 primarily as a result of a $15,141 increase in
equity in income of partnership. During 2002, the Company purchased an
additional 4% interest in the Home Mortgage Partnership increasing its ownership
interest from 27% to 31%. The increase in partnership interest increased the
Company's share of net income from the partnership. In addition, investment
income increased by $11,230 primarily as a result of increased interest earned
on higher cash investment balances.
Income (loss) from continuing operations before net gain from sales of
properties decreased by $180,074, from income of $89,483 in 2002 to a loss of
$90,591 in 2003. The $180,074 decrease was primarily a result of a decrease in
income from rental property operations of $192,354 as a result of increased
losses of $169,037 on the Preston Lake Apartments property and the Farrington
Apartments property. Increased losses on these two properties were the result of
decreases in rental revenues of $107,348, increases in insurance expense of
$20,759, increases in repairs and maintenance of $15,833 and increases in bad
debt expense of $14,750. This decrease in income from continuing operations was
partially offset by an increase of $15,141 in equity in income of partnership.
Net gain from sales of properties consists of recognition of deferred gains from
sales in prior years. The recognition of such gains are sporadic (as it depends
on the timing of or the receipt of installments or prepayments on purchase money
notes). In 2003, the net gain from sales of properties was $908,492 compared
with $6,477 in 2002:
Gain from sales recognized for the three months ended
March 31, 2003 2002
---- ----
Deferred gains recognized upon receipt of
principal payments on notes:
Overlook $880,927 $6,477
Towne House - co-op apt. note 27,565
-------- ------
Net gain $908,492 $6,477
======== ======
Income from discontinued operations was $41,376 in 2002. During 2002, the
Company sold the Sunwood Apartments property in Miami, Florida, the Towers
Shoppers Parcade property in New Haven, Connecticut and the University Towers
Professional Space Lease property in New Haven, Connecticut.
Funds from Operations
Funds from operations ("FFO") represents net income computed in accordance with
GAAP, excluding gains or losses from sales of properties (including properties
classified as discontinued operations), plus depreciation and amortization on
real estate. FFO is calculated in accordance with the National Association of
Real Estate Investment Trusts' ("NAREIT") definition. 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. Management considers FFO a supplemental measure of operating
performance and uses FFO as a measure for reviewing the Company's operating
performance between periods and for comparing performance to other REITS.
FFO, as calculated in accordance with the NAREIT definition, is summarized in
the following table:
Three months ended
March 31,
-----------------------
2003 2002
-------- --------
Net Income $817,901 $137,336
Net gain from sale of properties (908,492) (6,477)
Depreciation and amortization on:
Real estate 325,066 323,708
Real estate of discontinued operations 44,528
Real estate of partnership 23,757 21,754
-------- --------
Funds From Operations $258,232 $520,849
======== ========
Distributions paid to shareholders $600,735 $596,638
======== ========
FFO payout ratio (1) 232.6% 114.6%
========= ========
(1) In the first quarter of 2003 and 2002, the Company decided to
maintain its cash dividend at the quarterly rate of $.16 per share
despite the fact the dividends paid exceeded funds from operations.
As a result of balloon payments received on the Company's mortgage
portfolio and proceeds from sales of properties, the Company had
funds available to it for distribution to shareholders in addition to
funds from operations. See Liquidity and Capital Resources below.
Balance Sheet
Net mortgage portfolio decreased by $56,999. In March, 2003, the Company
received repayment of its notes secured by Woodland Village, in Hartford,
Connecticut. Presidential received cash of $2,243,190, of which $873,754 was in
repayment of the Overlook loan for which a portion of the Woodland Village notes
stood as security. As a result, mortgage receivables decreased by $2,243,190 and
deferred gains on sale decreased by $873,754 (a net effect of $1,369,436 on the
mortgage portfolio) and an $873,754 deferred gain was recognized. In addition
the Company received principal payments of $120,000 on the Mark Terrace note and
principal payments of $44,475 on sold co-op apartment notes. These decreases
were offset by a $1,500,000 loan made in February, 2003.
The $1,500,000 loan is secured by ownership interests in Reisterstown Square
Associates, LLC which owns Reisterstown Apartments in Baltimore, Maryland and a
personal guarantee from the borrower. The loan matures in January, 2008 and has
an annual interest rate of 10.50% until January, 2005 and fluctuates every six
months thereafter with a minimum base of 10.50% per annum.
Prepaid expenses and deposits in escrow increased by $313,977 as a result of
increases of $297,699 in prepaid expenses (primarily insurance and real estate
tax) and increases of $16,278 in deposits in escrow.
Cash and cash equivalents decreased by $336,248 primarily as a result of a
decrease in cash provided by rental property operations.
Accounts payable increased by $195,260 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, 2003 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 2003 year. The shares were valued at $6.974 per share, which was the market
value of the Class B common stock at the grant date, and, accordingly, the
Company recorded $20,922 in prepaid directors' fees (to be amortized during
2003) based on the 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
$20,622 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.
During the first quarter of 2003 and the year of 2002, the Company paid cash
distributions to shareholders which exceeded cash flows from operating
activities. Periodically the Company receives balloon payments on its mortgage
portfolio and net proceeds from sales of discontinued operations. These payments
are available to the Company for distribution to its shareholders or the Company
may retain these payments for future investment. The Company may in the future,
as it did in the first quarter of 2003 and the year of 2002, pay dividends in
excess of its cash flow from operating activities if management believes that
the Company's liquidity and capital resources are sufficient to pay such
dividends.
The Company does not have a specific policy as to the retention or distribution
of capital gains. The Company's dividend policy regarding capital gains for
future periods will be based upon many factors including, but not limited to,
the Company's present and projected liquidity, its desire to retain funds
available for additional investment, its historical dividend rate and its
ability to reduce taxes by paying dividends. While the Company expects to
maintain the annual $.64 dividend rate in 2003, no assurances can be
given that the present dividend rate will be maintained in the future.
At March 31, 2003, Presidential had $6,402,520 in available cash and cash
equivalents, a decrease of $336,248 from the $6,738,768 at December 31, 2002.
This decrease in cash and cash equivalents was due to cash used in operating
activities of $62,767 and cash used in financing activities of $646,974, offset
by cash provided by investing activities of $373,493.
Operating Activities
Cash from operating activities includes interest on the Company's mortgage
portfolio, net cash received from rental property operations and distributions
received from partnership, which were $723,625, $165,980 and $79,051 in 2003,
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 2003, the
Company received principal payments of $2,476,786 on its mortgage portfolio of
which $2,441,681 represented prepayments and balloon payments. Prepayments and
balloon payments are sporadic and cannot be relied upon as a regular source of
liquidity.
In February, 2003, the Company made a $1,500,000 mortgage loan. The loan has an
annual interest rate of 10.50% until January, 2005 and fluctuates thereafter
with a minimum base of 10.50% per annum. The entire principal balance is due at
maturity in January, 2008.
During 2003, the Company invested $56,884 in additions and improvements to
its properties and purchased an additional 8-1/3% interest in the UTB Associates
partnership for a purchase price of $39,443.
Financing Activities
The Company's indebtedness at March 31, 2003, consisted of $37,076,352 of
mortgage debt. The mortgage debt, which is collateralized by individual
properties, is nonrecourse to the Company with the exception of the $206,183
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 2003, the Company made $115,462
of principal payments on mortgage debt.
The mortgages on the Company's properties are at fixed rates of interest. Four
of the mortgages have balloon payments due at maturity and three mortgages are
self-liquidating.
During the first quarter of 2003, Presidential declared and paid cash
distributions of $600,735 to its shareholders and received proceeds from its
dividend reinvestment and share purchase plan of $69,223.
Discontinued Operations
During the year ended December 31, 2002, the Company sold the University Towers
Professional Space Lease, the Towers Shoppers Parcade property and the Sunwood
Apartments property. Income from discontinued operations for the three months
ended March 31, 2002 was $41,376.
Cash from discontinued operations for the three months ended March 31, 2002 was
as follows: cash provided by operating activities was $41,445, cash used in
investing activities was $2,864 and cash used in financing activities was
$16,278.
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, 2003, the Consolidated Loans have
an outstanding principal balance of $4,770,050 and a net carrying value of zero.
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, 2001, and of "Hairspray", another highly acclaimed
Broadway musical which opened in August, 2002. "The Producers" recouped its
original investment on Broadway in November, 2001 and has distributed profits
regularly since then. A national tour commenced performances in September, 2002
and additional tours and productions are scheduled. "Hairspray" recouped its
original investment on Broadway in March, 2003 and a national tour commences
performances in September, 2003. Amounts received by Presidential from Scorpio
will be applied to unpaid and unaccrued interest on the Consolidated Loans and
recognized as income. The Company anticipates that these amounts will be
significant over the next several years. However, the continued profitability of
any theatrical production is by its nature uncertain and management believes
that any estimate of payments from Scorpio on the Consolidated Loans for future
periods is too speculative to project. During the period ended March 31, 2003,
the Company received payments of $61,000 from Scorpio.
Loan Modification
In March, 2003, in response to the borrower's election to prepay the note, the
Company modified the terms of its Mark Terrace note. The Company agreed to give
the borrower options to extend the maturity date from November 29, 2005 to
November 29, 2008 and to fix the interest rate at the current 9.16% per annum
until maturity. The Company will receive principal payments of $25,000 each on
January 1, 2004 and November 29, 2004. If the borrower exercises its options to
extend the note, the Company will receive principal payments of $100,000 on
November 30, 2005, November 30, 2006 and November 30, 2007. The note is secured
by cooperative apartments at the Mark Terrace property, and as units are sold,
the Company will receive principal payments ranging from $20,000 to $35,000 per
unit. This represents an increase from the $16,000 received per unit sold prior
to the modification.
Subsequent Event
In April, 2003, the Company entered into a contract for the sale of the
Continental Gardens property in Miami, Florida for a sales price of $22,800,000.
The contract may be terminated by the purchaser prior to the expiration of a
forty-five day due diligence period, which expires on May 26, 2003. During the
three months ended March 31, 2003, the Continental Gardens property had gross
revenues of $529,423 and net income of $58,648. At March 31, 2003, the carrying
value of the property was $8,502,094 (net of accumulated depreciation of
$1,968,849). If the contract is not terminated by the purchaser, the Company has
until May of 2004 to close. The proceeds of sale are estimated to be
approximately $12,846,000 and the gain from the sale is estimated to be
approximately $11,919,000. Presidential intends to reinvest the proceeds from
the sale in the purchase of another apartment property or properties and treat
the sale and purchase as a tax free exchange under Section 1031 of the 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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's financial instruments consist primarily of mortgage notes
receivable and mortgage notes payable. Substantially all of these instruments
bear interest at fixed rates, so the Company's cash flows from them are not
directly impacted by changes in market rates of interest. Changes in market
rates of interest impact the fair values of these fixed rate assets and
liabilities. However, because the Company generally holds its notes receivable
until maturity and repays its notes payable at maturity or upon sale of the
related properties, any fluctuations in values do not impact the Company's
earnings, balance sheet or cash flows. The Company does not own any derivative
financial instruments or engage in hedging activities.
CONTROLS AND PROCEDURES
(a) Within the 90 days prior to the filing of the quarterly report on
Form 10-Q, the Company carried out an evaluation, under the
supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer of the effectiveness of the design and
operation of its disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective
in timely alerting them to material information required to be
included in this report.
(b) There have been no significant changes in the Company's internal
controls or in other factors, which could significantly affect
internal controls subsequent to the date we carried out this
evaluation.
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 March 31,
2003.
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 14, 2003 By: /s/ Jeffrey F. Joseph
-----------------------
Jeffrey F. Joseph
President and Chief Executive Officer
DATE: May 14, 2003 By: /s/ Elizabeth Delgado
-----------------------
Elizabeth Delgado
Treasurer
CERTIFICATION
I, Jeffrey F. Joseph, Chief Executive Officer of Presidential Realty Corporation
(the "Company") certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in
this quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the Audit Committee
of the Board of Directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to
record, process, summarize and report financial data and have
identified for the Company's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
DATE: May 14, 2003 By: /s/ Jeffrey F. Joseph
--------------------------
Jeffrey F. Joseph
Chief Executive Officer
CERTIFICATION
I, Thomas Viertel, Chief Financial Officer of Presidential Realty Corporation
(the "Company") certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in
this quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the Audit Committee
of the Board of Directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to
record, process, summarize and report financial data and have
identified for the Company's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
DATE: May 14, 2003 By: /s/ Thomas Viertel
--------------------------
Thomas Viertel
Chief Financial Officer