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, 1998
----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8594
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PRESIDENTIAL REALTY CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-1954619
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 South Broadway, White Plains, New York 10605
------------------------------------------ ------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, indicating area code 914-948-1300
------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No
------ ------
The number of shares outstanding of each of the issuer's classes of common
stock as of the close of business on May 7, 1998 was 478,940 shares of
Class A common and 3,111,266 shares of Class B common.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
Index to Form 10-Q
For the Three Months Ended
March 31, 1998
Part I - Financial Information (Unaudited)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
Assets March 31, December 31,
1998 1997
--------------- ----------------
Mortgage portfolio (Note 2):
Sold properties, accrual $43,805,310 $43,871,400
Related parties, accrual 2,335,157 2,350,899
Sold properties, impaired 17,807,624 17,878,458
--------------- ----------------
Total mortgage portfolio 63,948,091 64,100,757
--------------- ----------------
Less discounts:
Sold properties, accrual 4,804,074 5,055,574
Related parties, accrual 157,944 160,735
Sold properties, impaired 7,656,215 7,675,111
--------------- ----------------
Total discounts 12,618,233 12,891,420
--------------- ----------------
Less deferred gains:
Sold properties, accrual 12,550,333 12,550,333
Related parties, accrual 1,536,983 1,543,342
Sold properties, impaired 6,415,280 6,432,055
--------------- ----------------
Total deferred gains 20,502,596 20,525,730
--------------- ----------------
Net mortgage portfolio (of which $755,546 in 1998
and $756,751 in 1997 are due within one year) 30,827,262 30,683,607
--------------- ----------------
Real estate (Note 3) 27,780,485 27,690,535
Less: accumulated depreciation 6,592,138 6,404,797
--------------- ----------------
Net real estate 21,188,347 21,285,738
--------------- ----------------
Minority partners' interest (Note 4) 3,677,907 3,779,408
Prepaid expenses and deposits in escrow 1,270,349 1,190,158
Other receivables (net of valuation allowance of
$151,847 in 1998 and $129,484 in 1997) 674,402 715,407
Other receivables (related party) 53,798 8,287
Securities available for sale (Note 5) 276,429 226,550
Cash and cash equivalents 3,031,340 979,712
Other assets 1,256,924 1,140,571
--------------- ----------------
Total Assets $62,256,758 $60,009,438
=============== ================
<FN>
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
Liabilities and Stockholders' Equity
March 31, December 31,
1998 1997
--------------- ---------------
Liabilities:
Mortgage debt (Note 6):
Properties owned $28,412,711 $26,271,093
Wrap mortgage debt on sold properties 5,030,640 5,149,217
--------------- ---------------
Total (of which $850,083 in 1998 and $1,133,721
in 1997 are due within one year) 33,443,351 31,420,310
Note payable to bank (of which $150,247 in 1998
and $147,190 in 1997 are due within one year) (Note 7) 10,506,881 10,542,552
Executive pension plan liability 1,572,845 1,601,411
Accrued liabilities 2,358,622 2,276,898
Accrued postretirement costs 572,341 574,637
Deferred income 347,304 274,097
Accounts payable 350,399 481,248
Other liabilities 694,656 665,202
---------------- ----------------
Total Liabilities 49,846,399 47,836,355
---------------- ----------------
Stockholders' Equity:
Common stock; par value $.10 per share
Class A, authorized 700,000 shares, issued and
outstanding 478,940 shares 47,894 47,894
Class B March 31, 1998 December 31, 1997 312,102 311,377
--------- ----------------- ------------------
Authorized: 10,000,000 10,000,000
Issued: 3,121,020 3,113,773
Treasury: 11,224 14,224
Additional paid-in capital 2,072,231 2,043,653
Retained earnings 10,102,340 9,943,241
Net unrealized gain on securities available for sale (Notes 5 and 9) 27,759 19,505
Class B, treasury stock (at cost) (Note 10) (151,967) (192,587)
---------------- ----------------
Total Stockholders' Equity 12,410,359 12,173,083
---------------- ----------------
Total Liabilities and Stockholders' Equity $62,256,758 $60,009,438
================ ================
<FN>
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
THREE MONTHS ENDED MARCH 31,
----------------------------
1998 1997
Income: ------------ ------------
Rental $2,367,466 $2,022,304
Interest on mortgages - sold properties 943,601 1,289,629
Interest on wrap mortgages 321,432 345,525
Interest on mortgages - related parties 165,000 57,786
Investment income 28,813 44,682
Other 3,850 24,416
------------ ------------
Total 3,830,162 3,784,342
------------ ------------
Costs and Expenses:
General and administrative 662,425 589,554
Interest on note payable and other 285,031 228,801
Interest on wrap mortgage debt 53,367 58,711
Amortization of loan acquisition costs 8,115 6,822
Depreciation on non-rental property 5,203 6,739
Rental property:
Operating expenses 1,037,962 987,343
Interest on mortgages 528,137 538,649
Real estate taxes 219,637 151,598
Depreciation on real estate 188,285 173,031
Amortization of mortgage costs 37,292 33,738
Minority interest share of partnership income 172,003 146,134
------------ ------------
Total 3,197,457 2,921,120
------------ ------------
Income before net gain from sales of properties and securities 632,705 863,222
Net gain from sales of properties and securities 63,569 489,376
------------ ------------
Net Income $696,274 $1,352,598
============ ============
Earnings per Common Share (Note 1-C):
Income before net gain from sales of properties and securities $0.18 $0.24
Net gain from sales of properties and securities 0.01 0.14
------------ ------------
Net Income per Common Share $0.19 $0.38
============ ============
Cash Distributions per Common Share $0.15 $0.15
============ ============
Weighted Average Number of Shares Outstanding 3,582,623 3,554,080
============ ============
<FN>
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED MARCH 31,
----------------------------------
1998 1997
Cash Flows from Operating Activities: ------------ ------------
Cash received from rental properties $2,547,560 $2,049,835
Interest received 1,190,351 1,141,485
Miscellaneous income 3,226 23,791
Interest paid on rental property mortgages (529,576) (511,339)
Interest paid on wrap mortgage debt (53,367) (58,711)
Interest paid on note payable (228,775) (179,578)
Cash disbursed for rental property operations (1,456,900) (989,464)
Cash disbursed for general and administrative costs (767,873) (628,482)
------------ ------------
Net cash provided by operating activities 704,646 847,537
------------ ------------
Cash Flows from Investing Activities:
Payments received on notes receivable 201,097 1,378,953
Payments disbursed for investments in notes receivable (60,000) (603,522)
Payments disbursed for additions and improvements (103,863) (445,115)
Proceeds from sale of property 74,550
Purchase of property (9,386)
Proceeds from sales of securities 45,000
Purchases of securities (41,625) (79,202)
Purchase of 1% interest in partnership (60,000)
------------ ------------
Net cash provided by investing activities 60,773 236,114
------------ ------------
Cash Flows from Financing Activities:
Principal payments on mortgage debt:
Properties owned (158,382) (143,103)
Wrap mortgage debt on sold properties (118,577) (114,402)
Mortgage proceeds 2,300,000
Mortgage costs (142,527) (25,000)
Note payable proceeds 600,018
Principal payments on note payable (35,671) (136,143)
Cash distributions on common stock (537,175) (533,090)
Proceeds from dividend reinvestment and share purchase plan 49,043 41,631
Distributions to minority partners (70,502) (127,671)
------------ ------------
Net cash provided by (used in) financing activities 1,286,209 (437,760)
------------ ------------
Net Increase in Cash and Cash Equivalents 2,051,628 645,891
Cash and Cash Equivalents, Beginning of Period 979,712 1,392,135
------------ ------------
Cash and Cash Equivalents, End of Period $3,031,340 $2,038,026
============ ============
<FN>
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED MARCH 31,
----------------------------------
1998 1997
------------ ------------
Reconciliation of Net Income to Net Cash
Provided by Operating Activities
Net Income $696,274 $1,352,598
------------ ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 238,895 220,330
Gain from sales of properties and securities (63,569) (489,376)
Issuance of treasury stock 20,880
Amortization of discounts on notes and fees (273,187) (627,163)
Increase in accounts receivable (4,506) (2,766)
Increase (decrease) in accounts payable and accrued liabilities (79,987) 318,835
Increase in deferred income 73,207 60,041
Increase in prepaid expenses, deposits in escrow
and deferred charges (80,191) (157,302)
Increase in security deposit liabilities 6,495 26,827
Miscellaneous (1,668) (621)
Minority share of partnership income 172,003 146,134
------------ ------------
Total adjustments 8,372 (505,061)
------------ ------------
Net cash provided by operating activities $704,646 $847,537
============ ============
Supplemental noncash disclosures:
Property received in satisfaction of debt $11,569 $45,765
============ ============
Net carrying value of foreclosed properties
reclassified to real estate $588,683
============
<FN>
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
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 holding
of notes and mortgages secured by real estate and in the ownership of income
producing real estate.
B. Principles of Consolidation - The consolidated financial statements include
the accounts of Presidential Realty Corporation and its wholly owned
subsidiaries. Additionally, the accompanying consolidated financial statements
include 100% of the account balances of UTB Associates and PDL, Inc. and
Associates Limited Co-Partnership ("Home Mortgage Partnership" formerly known
as Metmor Plaza Associates), 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 and common stock equivalents during each
period. Basic net income per share and fully diluted income per share are the
same for the three months ended March 31, 1998 and 1997. Common stock
equivalents consist of stock options and are calculated using the treasury
method.
D. Basis of Presentation - The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information. 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 financial statements and accompanying notes should
be read in conjunction with the Company's Form 10-K for the year ended December
31, 1997.
E. Management Estimates - In preparing the consolidated financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the consolidated
balance sheets and income and expense for the period. Actual results could
differ from those estimates.
2. MORTGAGE PORTFOLIO
The Company's mortgage portfolio includes notes receivable - sold properties
and notes receivable - related parties and includes both accrual and impaired
loans.
Notes receivable - sold properties consist of:
(1) Long-term purchase money notes from sales of properties previously owned by
the Company or notes purchased by the Company. These purchase money notes have
varying interest rates with balloon payments due at maturity.
(2) Notes receivable from sales of cooperative apartment units. These notes
generally have market interest rates and the majority of these notes amortize
monthly with balloon payments due at maturity.
Notes receivable - related parties are all due from Ivy Properties, Ltd. or its
affiliates (collectively "Ivy") and consist of:
(1) Purchase money notes resulting from sales of property or partnership
interests to Ivy.
(2) Notes receivable relating to loans made by the Company to Ivy in connection
with Ivy's cooperative conversion business.
The Woodland notes receivable were modified in March, 1998, as a result of the
sale of the property and the assumption of the notes by the purchasers. The
interest rate on the notes was increased from 9% to 10% through 2001 and will
increase to 10.25% thereafter.
At March 31, 1998, all of the notes in the Company's mortgage portfolio are
current with the exception of two sold properties notes, the Fairfield Towers
Second Mortgage and the Grant House wraparound mortgage note, which are
classified as impaired loans. These two loans are in the aggregate amount of
$17,807,624 and have a net carrying value of $3,736,129 after deducting
discounts of $7,656,215 and deferred gains of $6,415,280. The Grant House
wraparound mortgage note wraps around and is subordinate to a first mortgage
with an outstanding principal balance of $2,331,365 at March 31, 1998, which is
equal to the net carrying value of the Grant House wraparound note. At March
31, 1998, all payments due on the first mortgage have been paid. The Company
has determined that no allowances for credit losses are required for these
impaired loans because the net carrying value of these loans is less than the
estimated fair value of the underlying collateral.
The Company recognizes income on the impaired loans only to the extent that
such income is actually received. The average recorded investment in
impaired loans during the three months ended March 31, 1998 and March 31,
1997 was $17,843,096 and $16,208,405, respectively.
There have been no significant changes in the status of the impaired loans
since December 31, 1997. There were no condominium sales at the Fairfield
Towers property during the three months ended March 31, 1998.
The following table reflects the activity in impaired loans:
IMPAIRED LOANS
- --------------
Impaired Impaired
Loan Additions Loan
Balance (Payments) Balance
Loan Description 12/31/97 1998 3/31/98
- -------------------------------------- ------------ -------------- ------------
Notes receivable-sold properties:
Properties previously owned-
Fairfield Towers Second Mortgage $14,488,337 ($35,671) $14,452,666
Grant House (1) 3,390,121 (35,163) 3,354,958
------------ -------------- ------------
Total $17,878,458 ($70,834) $17,807,624
============ ============== ============
Discount Net
on Deferred Carrying
Loans Gain Value
Loan Description 3/31/98 3/31/98 3/31/98
- -------------------------------------- ------------ -------------- ------------
Notes receivable-sold properties:
Properties previously owned-
Fairfield Towers Second Mortgage ($7,656,215) ($5,391,687) $1,404,764
Grant House (1) (1,023,593) 2,331,365
------------ -------------- ------------
Total ($7,656,215) ($6,415,280) $3,736,129
============ ============== ============
Three months ended March 31,
----------------------------
1998 1997
------------ ------------
Reported Interest Income and
Amortization of Discount (Cash Basis)
- -------------------------------------
Fairfield Towers Second Mortgage - interest income $4,073 $54,746
Fairfield Towers Second Mortgage - amortization of discount 18,896 18,804
Grant House - interest income (1) 17,573
Overlook - interest income (2) 23,453
Overlook - additional interest income (2) 6,145
------------ ------------
Total $40,542 $103,148
============ ============
Recognized Gain from Sale of Property
- -------------------------------------
Fairfield Towers Second Mortgage $16,775 $16,693
Overlook (2) 5,813
------------ ------------
Total $16,775 $22,506
============ ============
Nonreported Interest Income and Amortization of Discount
- --------------------------------------------------------
The following additional amounts would have been reported
if these loans had been fully performing:
Fairfield Towers Second Mortgage - interest income $253,125 $192,412
Fairfield Towers Second Mortgage - additional interest income 21,645
Fairfield Towers Second Mortgage - amortization of discount 317,315 266,677
Grant House - interest income (1) 18,750
------------ ------------
Total $589,190 $480,734
============ ============
<FN>
(1) Grant House was classified as an impaired loan at December 31, 1997 and, as a
result, no amounts are listed for the 1997 period. The interest income of
$17,573 reported for the 1998 period represents interest received on the
wraparound first mortgage debt. The net carrying value of this wraparound
mortgage note is equal to the first mortgage debt of $2,331,365 which it wraps
around.
(2) The Overlook loan was reclassified to accrual status at December 31, 1997.
3. REAL ESTATE
Real estate is comprised of the following:
March 31, December 31,
1998 1997
----------- -----------
Land $ 3,774,549 $ 3,774,779
Buildings and leaseholds 23,805,470 23,729,409
Furniture and equipment 200,466 186,347
----------- -----------
Total real estate $27,780,485 $27,690,535
=========== ===========
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.
Presidential and PDL, Inc. have an aggregate 26% interest in Home Mortgage
Partnership. As the General Partner of these partnerships, Presidential and
PDL, Inc., respectively, exercise effective control over the business of these
partnerships, and, accordingly, Presidential has included 100% of the account
balances of these partnerships in the accompanying financial statements. The
minority partners' interest reflects the minority partners' equity in the
partnerships.
Included in the Company's mortgage debt is a mortgage note payable by the
Home Mortgage Partnership which is substantially in excess of the historical
cost of the property. This was due to a refinancing of the original mortgage
note on the building and subsequent distribution of these proceeds to the
partners. This event resulted in a negative partnership interest for each
partner and a negative minority partners' interest on the Company's books. The
estimated fair value of the building is significantly greater than the mortgage
debt and the minority partners' interest is expected to be recovered when the
building is sold and the partnership is liquidated.
Minority partners' interest is comprised of the following:
March 31, December 31,
1998 1997
----------- -----------
Home Mortgage Partnership $3,862,247 $3,963,378
UTB Associates (184,340) (183,970)
---------- ----------
Total minority partners' interest $3,677,907 $3,779,408
========== ==========
5. SECURITIES AVAILABLE FOR SALE
The cost and fair value of securities available for sale are as follows:
March 31, December 31,
1998 1997
-------- -----------
Cost $248,670 $207,045
Gross unrealized gains 28,993 19,612
Gross unrealized losses (1,234) (107)
-------- --------
Fair value $276,429 $226,550
======== ========
During the three months ended March 31, 1998, there were no sales of securities
available for sale. During the three months ended March 31, 1997, the Company
sold securities available for sale for gross proceeds of $45,000 and a gross
(and net) loss of $5,627.
6. MORTGAGE DEBT
In March, 1998, the Company obtained a $2,300,000 mortgage on its Fairlawn
Gardens property (formerly Kent Terrace). The mortgage bears interest at the
rate of 7.06% per annum, requires monthly payments of principal and interest of
$15,395 and matures on April 1, 2008 with a $1,976,462 balloon payment due at
maturity.
Subsequent to March 31, 1998, the Company completed the refinancing of the
mortgage on the Home Mortgage property (formerly known as Metmor Plaza). On
April 17, 1998, the existing mortgage balance of $10,788,825 was paid from the
proceeds of the new $17,500,000 mortgage. The new mortgage bears interest at
the rate of 7.38% per annum for the first ten years, requires monthly payments
of principal and interest of $120,928 until the anticipated repayment date of
May 11, 2008, at which time the then outstanding principal balance of
$15,176,299 is expected to be repaid. However, the maturity date of the
mortgage is May 11, 2028 and if the mortgage is not repaid in 2008, the
interest rate will be increased by 2% and additional repayments will be
required from the surplus cash flows from the operations of the property (after
payment of operating expenses) which will be applied to the outstanding
principal amount. The principal amounts due in one year of $136,770 have been
included in mortgage debt due within one year.
7. NOTE PAYABLE TO BANK
In connection with the Company's purchase of the Fairfield Towers First
Mortgage in 1996, the Company obtained a bank loan from Fleet Bank, N.A.
("Fleet"). The note, which matures on October 30, 2001, is secured by a
collateral assignment of the Fairfield Towers First Mortgage and is nonrecourse
to Presidential except for a limited guarantee, the amount of which reduces as
the principal balance is reduced. This limited guarantee was $1,413,482 at
March 31, 1998. The interest rate is variable and is based at the Company's
election on either the bank's prime rate plus 1%, a cost of funds rate plus 3%,
or various LIBOR rates plus 3%. The note amortizes monthly based on a 9.25%
interest rate for a 25 year term. In addition, upon the sale of condominium
units, the Company is required to make principal payments to Fleet in an amount
equal to the amount of principal payments received by the Company on the
Fairfield Towers First Mortgage. At March 31, 1998 payments on the Fleet note
payable were current. The outstanding note balance at March 31, 1998 and
December 31, 1997 was $10,506,881 and $10,542,552, respectively.
The Company obtained an unsecured $250,000 line of credit from a lending
institution in 1997. The interest rate is 1% above the prime rate and the line
of credit expires in February, 1999. Presidential pays a 1% annual fee for the
line of credit. At March 31, 1998, no advances are outstanding on this line of
credit.
8. INCOME TAXES
Presidential elected to qualify as a Real Estate Investment Trust effective
January 1, 1982 under Sections 856-860 of the Internal Revenue Code. Under
those sections, 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, 1997, the Company had taxable income (before
distributions to stockholders) of approximately $2,633,000 ($.74 per share),
which included approximately $1,480,000 ($.42 per share) of capital gains.
This amount will be reduced by approximately $557,000 ($.16 per share) of the
1997 distributions that were not utilized in reducing the Company's 1996
taxable income and by any eligible 1998 distributions that the Company may
elect (under Section 858 of the Internal Revenue Code) to utilize as a
reduction of its 1997 taxable income.
As previously stated, in order to retain REIT status, Presidential is required
to distribute 95% of its REIT taxable income (exclusive of capital gains). As
of March 31, 1998, Presidential has distributed the required 95% of its 1997
REIT taxable income. In addition, although no assurances can be given, it is
the Company's present intention to distribute all of its 1997 taxable income
and therefore, no provision for income taxes was made at December 31, 1997.
Furthermore, the Company had taxable income (before distributions to
stockholders) for the three months ended March 31, 1998 of approximately
$495,000 ($.14 per share), which included approximately $129,000 ($.04 per
share) of capital gains. This amount will be reduced by 1998 distributions
that were not utilized in reducing the Company's 1997 taxable income and by
any eligible 1999 distributions that the Company may elect to utilize as a
reduction of its 1998 taxable income.
Presidential intends to continue to maintain its REIT status and although no
assurances can be given at this time, the Company expects that it will not
have to pay Federal income taxes for 1998 because its present intention is to
distribute all of its 1998 taxable income during 1998 and 1999. Therefore,
no provision for income tax has been made at March 31, 1998.
Presidential has, for tax purposes, reported the gain from the sale of
certain of its properties using the installment method.
9. COMPREHENSIVE INCOME
The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" in the first quarter of 1998. The Company's
only element of other comprehensive income is the change in the unrealized gain
on the Company's securities available for sale. Thus, comprehensive income,
which consists of net income plus or minus other comprehensive income, for the
three months ended March 31, 1998 and 1997 was $704,528 and $1,336,798,
respectively.
10. TREASURY STOCK
In March, 1998, three directors of the Company were each given 1,000 shares of
the Company's Class B common stock as payment for directors fees. Such shares
had been held in treasury at an average cost of approximately $13.54 per share.
The average market value for the previous month of the Class B common stock, on
which the fees were based, was $6.96 per share. As a result of this
transaction, the Company recorded $20,880 in directors fees based on the
average market value of the stock. Treasury stock was reduced by a cost of
$40,620 and additional paid-in capital was charged $19,740 for the excess of
the cost over the market value.
11. COMMITMENTS AND CONTINGENCIES
The Company has incurred costs for environmental site investigations and the
related response action outcome for potentially hazardous drums found at one
site on its Mapletree Industrial Center property in Palmer, Massachusetts.
As of December 31, 1997, the site investigation work was completed and remedial
action was in progress and the Company had a balance of $35,600 in accrued
environmental costs. At March 31, 1998, there have been no changes to the
1997 estimated costs. Actual costs incurred may vary from these estimates due
to the inherent uncertainties involved.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
Results of Operations
Financial Information for the three months ended March 31, 1998 and 1997:
- ----------------------------------------------------------------------------
Revenue increased by $45,820 from $3,784,342 in 1997 to $3,830,162 in 1998
primarily as a result of increases in rental income and interest on mortgages-
related parties. These increases were offset by decreases in interest on
mortgages-sold properties, interest on wrap mortgages, investment income and
other income.
Rental income increased by $345,162 from $2,022,304 in 1997 to $2,367,466 in
1998 primarily as a result of increases of $70,017 at the Home Mortgage
property (formerly Metmor Plaza), increases of $153,469 at the Fairlawn Gardens
property (formerly Kent Terrace) and increases at all other properties of
$121,676.
Interest on mortgages-related parties increased by $107,214 from $57,786 in
1997 to $165,000 in 1998 primarily as a result of increases in interest on the
Consolidated Loans of $58,782 and increases in interest on the Overlook loan of
$51,848. The increase in interest on the Overlook loan is a result of the
Company reclassifying the Overlook loan from impaired loans to accrual loans at
December 31, 1997.
Interest on mortgages-sold properties decreased by $346,028 from $1,289,629
in 1997 to $943,601 in 1998 primarily due to the $382,796 amortization of
discount on the Cedarbrooke note which was recorded in 1997 as a result of the
prepayment of the Cedarbrooke note in 1997. In addition, there was a decrease
of $50,673 of interest received on the Fairfield Towers Second Mortgage. These
decreases were offset by increases of $66,143 in interest income from the
Fairfield Towers First Mortgage and $32,414 from the amortization of discounts
on the mortgage portfolio.
Interest on wrap mortgages decreased by $24,093 from $345,525 in 1997 to
$321,432 in 1998 primarily as a result of decreased interest income of $18,750
from the Grant House wraparound mortgage note as a result of classifying that
mortgage as an impaired loan at December 31, 1997.
Investment income decreased by $15,869 from $44,682 in 1997 to $28,813 in 1998
primarily as a result of decreased dividend income on securities available for
sale.
Other income decreased by $20,566 from $24,416 in 1997 to $3,850 in 1998 as a
result of decreases in modification fees and other fees.
Costs and expenses increased by $276,337 from $2,921,120 in 1997 to $3,197,457
in 1998 primarily due to increases in general and administrative expenses,
interest on note payable and other, rental property operating expenses, real
estate tax expenses and minority interest share of partnership income.
General and administrative expenses increased by $72,871 from $589,554 in
1997 to $662,425 in 1998 primarily due to increases in salary expense of
$36,714 (of which $51,360 pertains to increases in executive bonuses offset by
decreases of $14,646 in salary expense) and directors fees of $29,207. In the
1998 period, three directors of the Company were each given 1,000 shares of
the Company's Class B common stock as payment for directors fees. Such shares
had been held in treasury an average cost of $13.54 per share. The average
market value of the Class B common stock, on which the fees were based, was
$6.96 per share. As a result, the Company recorded $20,880 in directors
fees based on the average market value of the stock, treasury stock was
reduced by a cost of $40,620 and additional paid-in capital was charged
$19,740 for the excess of the cost over the market value.
Interest on note payable and other increased by $56,230 from $228,801 in 1997
to $285,031 in 1998 primarily due to a $46,190 increase in interest expense on
the note payable as a result of the additional $2,500,000 loan advanced in
1997.
Rental property operating expenses increased by $50,619 from $987,343 in
1997 to $1,037,962 in 1998 primarily as a result of increases in bad debt
expense of $33,579, management fees of $10,265 and payroll expense of $7,055.
Real estate tax expense increased by $68,039 from $151,598 in 1997 to $219,637
in 1998 primarily as a result of increases in real estate tax expense at the
Crown Court and Home Mortgage properties. The 1997 real estate tax expense
included refunds of $46,143 for prior years' taxes at the Crown Court
property.
Minority interest share of partnership income increased by $25,869 from
$146,134 in 1997 to $172,003 in 1998 as a result of an increase in
partnership income on the Home Mortgage property.
Net gain from sales of properties and securities are sporadic (as they depend
on the timing of sales or the receipt of installments or prepayments on
purchase money notes). In 1998, the net gain from sales of properties and
securities was $63,569 compared with $489,376 in 1997. In the 1998 period,
the Company recognized a gain of $40,435 from the sale of a cooperative
apartment unit at Sherwood House. In addition, the Company recognized
deferred gains of $6,359 and $16,775, respectively, from principal payments
received on the Overlook loan and the Fairfield Towers Second Mortgage. In
the 1997 period, the Company recognized $472,497 of deferred gain from the
sale of the Cedarbrooke property as a result of a $1,074,200 principal
prepayment received on that note. In addition, the Company recognized
deferred gains of $5,813 and $16,693, respectively, from principal payments
received on the Overlook loan and the Fairfield Towers Second Mortgage.
Balance Sheet
Cash and cash equivalents increased by $2,051,628 from $979,712 at December
31, 1997 to $3,031,340 at March 31, 1998 as a result of the $2,300,000
mortgage obtained from the financing of the Fairlawn Gardens property.
Mortgage debt on properties owned increased by $2,141,618 from $26,271,093 at
December 31, 1997 to $28,412,711 at March 31, 1998. This increase was the
result of the new $2,300,000 mortgage on the Fairlawn Gardens property.
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 retail space or retail goods,
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. The Company is seeking to expand its portfolio of real
estate equities and plans to utilize for this purpose a portion of its
available funds and additional funds that the Company may receive from balloon
payments due on the Company's notes receivable as they mature, as well as
funds that may be available from external sources. However, the Company's
plans to expand its portfolio of real estate equities may be adversely
affected by limitations on its ability to obtain funds for investment on
satisfactory terms from external sources. 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, and from repayments
of its mortgage portfolio. The Company also has at its disposal a $250,000
unsecured line of credit from a lending institution.
At March 31, 1998, Presidential had $3,031,340 in available cash and cash
equivalents, an increase of $2,051,628 from the $979,712 at December 31, 1997.
This increase in cash and cash equivalents was due to cash provided by
operating activities of $704,646, investing activities of $60,773 and
financing activities of $1,286,209.
Operating Activities
Presidential's principal source of cash from operating activities is from
interest on its mortgage portfolio, which was $908,209 in 1998, net of
interest payments on wrap mortgage debt and note payable. In 1998, net cash
received from rental property operations was $490,582, which is net of
distributions to minority partners but before additions and improvements and
mortgage amortization.
Investing Activities
Presidential holds a portfolio of mortgage notes receivable which consist
primarily of notes arising from sales of real properties previously owned by
the Company. Some of these notes wrap around underlying mortgage debt (the
"Underlying Debt") which is paid by Presidential only out of funds received on
its mortgage portfolio relating to the Underlying Debt. During 1998, the
Company received principal payments of $82,520 on its mortgage portfolio
(net of any principal payments attributable to the Underlying Debt), of which
$46,107 represented prepayments, which are sporadic and cannot be relied
upon as a regular source of liquidity.
During 1998, the Company invested $103,863 in additions and improvements to
its properties. The Company sold one cooperative apartment at Sherwood House
in Long Beach, New York and received net proceeds of $74,550.
The Company also holds a portfolio of marketable equitable securities which
increased by $49,879 from $226,550 at December 31, 1997 to $276,429 at March
31, 1998 as a result of the purchase of securities of $41,625 and an increase
in the fair value of securities of $8,254.
Financing Activities
The Company's indebtedness at March 31, 1998, includes $33,443,351 of mortgage
debt (including $5,030,640 of underlying indebtedness on properties not owned
by the Company but on which the Company holds wraparound mortgages). The
mortgage debt, which is secured by individual properties, is nonrecourse to
the Company with the exception of the $281,081 Mapletree Industrial Center
mortgage, which is secured by the property and a guarantee of repayment by
Presidential. In addition, some of the Company's mortgages provide for
personal liability damages resulting from specified acts or circumstances,
such as for environmental indemnities and fraud. Generally, mortgage debt
repayment is serviced with cash flow from the operations of the individual
properties. During 1998, the Company made $158,382 of principal payments on
mortgage debt on properties which it owns. The Company obtained a $2,300,000
mortgage on its Fairlawn Gardens property in March of 1998. The mortgage
matures in April, 2008 with a balloon payment of $1,976,462 due at maturity.
The mortgage requires monthly payments of principal and interest of $15,395
and has an interest rate of 7.06% per annum. Subsequent to March 31, 1998,
the Company completed the refinancing of the mortgage on the Home Mortgage
property and on April 17, 1998 the prior mortgage balance of $10,788,825 was
paid from the proceeds of the new $17,500,000 mortgage. The new mortgage
bears interest at the rate of 7.38% per annum for the first ten years,
requires monthly payments of principal and interest of $120,928 until the
anticipated repayment date of May 11, 2008 at which time the then outstanding
principal balance of $15,176,299 is expected to be repaid. However, the
maturity date of the mortgage is May 11, 2028 and if the mortgage is not
repaid in 2008, the interest rate will be increased by 2% and additional
repayments will be required from the surplus cash flows from the operations of
the property (after payment of operating expenses) which will be applied to
the outstanding principal amount.
The mortgages on the Company's properties are self-liquidating at fixed rates
of interest with the exception of the mortgages on Home Mortgage, Building
Industries Center, Fairlawn Gardens and Continental Gardens, which have
balloon payments due at maturity.
The Company's indebtedness at March 31, 1998 includes a $10,506,881 bank
loan payable to Fleet. The note, which matures on October 30, 2001, is
nonrecourse to Presidential except for a limited guarantee, the amount of
which reduces as the principal balance is reduced and was limited to
$1,413,482 at March 31, 1998. The interest rate is variable and is based at
the Company's election on either the bank's prime rate plus 1%, a cost of
funds rate plus 3%, or various LIBOR rates plus 3%. The note amortizes
monthly based on a 9.25% interest rate for a 25 year term with additional
principal payments due upon the sale of condominium units. During 1998, the
Company made principal payments of $35,671.
During 1998, Presidential declared and paid cash distributions of $537,175 to
its shareholders and received proceeds from dividend reinvestments of $49,043.
Fairfield Towers
The Company's financial performance and liquidity in 1998 and subsequent years
will be affected by the results of the condominium conversion of Fairfield
Towers Apartments in Brooklyn, New York by the owner of that property and the
rental operations of the unsold condominium units. At March 31, 1998, the
outstanding principal balances on the Fairfield Towers First Mortgage and the
Fairfield Towers Second Mortgage were $17,176,884 and $14,452,666,
respectively. The Fairfield Towers First Mortgage provides for monthly
interest payments of 1% above the prime rate and principal repayments prior to
maturity upon the sale of individual condominium units. Until the Fairfield
Towers First Mortgage is repaid, Presidential will receive basic interest on
the Fairfield Towers Second Mortgage only out of net cash flow from operations
of the property and release payments upon the sale of each condominium unit in
the amount of $3,000 per unit. All unpaid basic interest and additional
interest (which is based on percentages of gross sales proceeds) will be
deferred until after repayment of the Fairfield Towers First Mortgage.
Since the conversion of the property to condominium status in 1994, a total of
155 units had been sold and 997 units are owned by the sponsor, the majority
of which are occupied as rental units.
Environmental Matters
At March 31, 1998, the Company is continuing with its environmental project
for the investigation and removal of potentially hazardous drums found at one
site on its Mapletree Industrial Center property in Palmer, Massachusetts.
Accrued liabilities for environmental matters have been recorded in operating
expenses when it is probable that a liability has been incurred and the amount
of the liability can be reasonably estimated. These estimates are exclusive
of claims against third parties and have not been discounted. Actual costs
incurred may vary from these estimates due to the inherent uncertainties
involved. The Company believes that any additional liability in excess of
amounts provided which may result from the resolution of this matter will not
have a material adverse effect on the financial condition, liquidity or the
cash flow of the Company. The site investigation at the Mapletree Industrial
Center site was completed and remedial action is in progress. At December 31,
1997, the accrued expense for the remedial action was $35,600. For the three
months ended March 31, 1998, there were no environmental costs charged to
operations.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27. Financial Data Schedule.
(b) No reports on form 8-K have been filed during the quarter ended
March 31, 1998.
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, 1998 By: /s/ Jeffrey F. Joseph
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Jeffrey F. Joseph
President
DATE: May 14, 1998 By: /s/ Elizabeth Delgado
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Elizabeth Delgado
Treasurer