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 September 30, 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
-------------------------------
(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including 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
------ ------
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 November 7, 2003 was 478,840 shares of Class A
common and 3,295,090 shares of Class B common.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
Index to Form 10-Q
As of and for the Nine Months Ended
September 30, 2003
Part I - Condensed Financial Information (Unaudited) Page
----
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 16
Quantative and Qualitative Disclosures
about Market Risk 26
Controls and Procedures 26
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 28
2
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
ASSETS
Assets September 30, December 31,
2003 2002
------------------ ------------------
Real estate (Note 2) $21,715,901 $21,523,881
Less: accumulated depreciation 6,471,171 6,041,944
------------------ ------------------
Net real estate 15,244,730 15,481,937
------------------ ------------------
Mortgage portfolio (Note 3):
Sold properties and other - net 16,976,195 17,217,874
Related parties - net 326,214 389,916
------------------ ------------------
Net mortgage portfolio (of which $168,073 in 2003
and $2,061,050 in 2002 are due within one year) 17,302,409 17,607,790
------------------ ------------------
Assets related to discontinued operations (Note 4) 22,619,876 25,582,282
Prepaid expenses and deposits in escrow 1,514,567 1,158,157
Other receivables (net of valuation allowance of
$192,609 in 2003 and $99,249 in 2002) 628,367 437,984
Cash and cash equivalents 5,004,782 6,738,768
Other assets 804,186 773,583
------------------ ------------------
Total Assets $63,118,917 $67,780,501
================== ==================
Liabilities and Stockholders' Equity
Liabilities:
Mortgage debt (of which $236,602 in 2003 and
$226,282 in 2002 are due within one year) $15,600,607 $15,768,376
Liabilities related to discontinued operations (Note 4) 21,550,686 21,718,586
Contractual pension and postretirement benefits liabilities 3,277,743 3,328,083
Defined benefit plan liability 1,180,344 1,772,630
Accrued liabilities 1,345,561 1,269,703
Accrued taxes payable (Note 7) -- 498,750
Accounts payable 296,729 218,798
Distribution payable on common stock 603,811 --
Distributions from partnership in excess of investment and earnings (Note 5) 2,378,331 2,358,164
Other liabilities 480,178 460,185
------------------ ------------------
Total Liabilities 46,713,990 47,393,275
------------------ ------------------
Minority Interest in Consolidated Partnership (Note 6) 72,554 115,623
------------------ ------------------
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 September 30, 2003 December 31, 2002 329,688 326,899
----------- --------------------- -----------------------
Authorized: 10,000,000 10,000,000
Issued: 3,296,878 3,268,986
Treasury: 1,897 1,897
Additional paid-in capital 3,118,279 2,919,080
Retained earnings 15,864,089 20,007,322
Accumulated other comprehensive loss (Note 8) (2,638,669) (2,640,684)
Treasury stock (at cost) (21,408) (21,408)
Notes receivable for exercise of stock options (367,500) (367,500)
------------------ ------------------
Total Stockholders' Equity 16,332,373 20,271,603
------------------ ------------------
Total Liabilities and Stockholders' Equity $63,118,917 $67,780,501
================== ==================
See notes to consolidated financial statements.
3
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
INCOME
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- ---------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Revenues:
Rental $4,153,017 $4,197,152 $1,361,713 $1,409,835
Interest on mortgages - sold properties and other 1,843,616 1,937,841 604,910 613,241
Interest on mortgages - related parties 231,734 282,938 46,998 126,370
Other revenues 22,029 15,450 5,421 5,393
----------- ----------- ----------- -----------
Total 6,250,396 6,433,381 2,019,042 2,154,839
----------- ----------- ----------- -----------
Costs and Expenses:
General and administrative 2,359,368 2,524,489 774,385 874,301
Depreciation on non-rental property 19,976 20,928 7,214 6,975
Rental property:
Operating expenses 2,224,851 2,019,604 756,934 619,308
Interest on mortgage debt 891,237 905,537 298,097 302,330
Real estate taxes 476,909 455,243 165,103 158,831
Depreciation on real estate 434,788 424,108 146,666 143,280
Amortization of mortgage costs 18,420 17,400 5,983 5,623
----------- ----------- ----------- -----------
Total 6,425,549 6,367,309 2,154,382 2,110,648
----------- ----------- ----------- -----------
Other Income:
Investment income 82,251 58,550 24,100 24,176
Equity in income of partnership (Note 5) 268,133 195,672 70,994 70,234
----------- ----------- ----------- -----------
Income (loss) before minority interest and net gain
from sales of properties 175,231 320,294 (40,246) 138,601
Minority interest (11,420) (14,634) (2,989) (4,817)
----------- ----------- ----------- -----------
Income (loss) before net gain from sales of properties 163,811 305,660 (43,235) 133,784
Net gain from sales of properties 1,028,596 3,824,811 108,703 61,690
----------- ----------- ----------- -----------
Income from continuing operations 1,192,407 4,130,471 65,468 195,474
----------- ----------- ----------- -----------
Discontinued Operations (Note 4):
Income (loss) from discontinued operations (398,196) 142,158 (110,328) (13,121)
Impairment of real estate held for sale (2,527,334) -- (2,527,334) --
Net gain from sales of discontinued operations -- 1,344,010 -- 1,337,602
----------- ----------- ----------- -----------
Total income (loss) from discontinued operations (2,925,530) 1,486,168 (2,637,662) 1,324,481
----------- ----------- ----------- -----------
Net Income (Loss) ($1,733,123) $5,616,639 ($2,572,194) $1,519,955
=========== =========== =========== ===========
Earnings per Common Share (basic and diluted) (Note 1-C):
Income (loss) before net gain from sales of properties $0.05 $0.08 ($0.01) $0.03
Net gain from sales of properties 0.27 1.02 0.03 0.02
----------- ----------- ----------- -----------
Income from continuing operations 0.32 1.10 0.02 0.05
----------- ----------- ----------- -----------
Discontinued Operations (Note 4):
Income (loss) from discontinued operations (0.11) 0.04 (0.03) 0.00
Impairment of real estate held for sale (0.67) - (0.67) -
Net gain from sales of discontinued operations - 0.36 - 0.36
----------- ----------- ----------- -----------
Total income (loss) from discontinued operations (0.78) 0.40 (0.70) 0.36
----------- ----------- ----------- -----------
Net Income (Loss) per Common Share - basic ($0.46) $1.50 ($0.68) $0.41
=========== =========== =========== ===========
- diluted ($0.46) $1.50 ($0.68) $0.41
=========== =========== =========== ===========
Cash Distributions Declared per Common Share $0.64 $0.48 $0.32 $0.16
=========== =========== =========== ===========
Weighted Average Number of Shares Outstanding - basic 3,762,397 3,733,158 3,770,277 3,738,100
=========== =========== =========== ===========
- diluted 3,773,648 3,738,031 3,781,666 3,743,379
=========== =========== =========== ===========
See notes to consolidated financial statements.
4
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
OPERATING ACTIVITIES
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------
2003 2002
-------------- --------------
Cash Flows from Operating Activities:
Cash received from rental properties $4,085,377 $4,262,207
Interest received 2,021,475 2,502,210
Distributions received from partnership 288,300 208,360
Miscellaneous income 14,398 13,578
Interest paid on rental property mortgage debt (894,434) (942,569)
Cash disbursed for rental property operations (2,757,226) (2,581,979)
Cash disbursed for general and administrative costs (3,140,695) (2,562,730)
-------------- --------------
Net cash (used in) provided by continuing operations (382,805) 899,077
Net cash provided by discontinued operations 61,842 748,086
-------------- --------------
Net cash (used in) provided by operating activities (320,963) 1,647,163
-------------- --------------
Cash Flows from Investing Activities:
Cash flows from continuing operations:
Payments received on notes receivable 2,794,436 4,324,202
Payments disbursed for investments in notes receivable (1,500,000) (1,775,000)
Payments of taxes payable on gain from sale (498,750) --
Payments disbursed for additions and improvements (205,505) (247,295)
Purchase of additional interest in partnership (39,443) (118,000)
Proceeds from sale of co-op apartments 128,292 40,187
Other (8,217) --
-------------- --------------
670,813 2,224,094
-------------- --------------
Cash flows from discontinued operations:
Proceeds from sales of properties -- 7,745,940
Payments disbursed for additions and improvements (88,430) (98,651)
-------------- --------------
(88,430) 7,647,289
-------------- --------------
Net cash provided by investing activities 582,383 9,871,383
-------------- --------------
Cash Flows from Financing Activities:
Cash flows from continuing operations:
Principal payments on mortgage debt (167,769) (154,982)
Mortgage costs paid (13,100) --
Distributions to minority partners (25,112) (25,673)
Cash distributions on common stock (1,806,299) (1,791,884)
Proceeds from dividend reinvestment and share purchase plan 181,066 94,076
-------------- --------------
(1,831,214) (1,878,463)
-------------- --------------
Cash flows from discontinued operations:
Principal payments on mortgage debt (164,192) (195,275)
Repayment of mortgage debt from sale of property -- (4,641,879)
-------------- --------------
(164,192) (4,837,154)
-------------- --------------
Net cash used in financing activities (1,995,406) (6,715,617)
-------------- --------------
Net (Decrease) Increase in Cash and Cash Equivalents (1,733,986) 4,802,929
Cash and Cash Equivalents, Beginning of Period 6,738,768 1,788,224
-------------- --------------
Cash and Cash Equivalents, End of Period $5,004,782 $6,591,153
============== ==============
See notes to consolidated financial statements.
5
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
RECONCILIATION
NINE MONTHS ENDED SEPTEMBER 30,
------------------------------------------
2003 2002
--------------- ---------------
Reconciliation of Net Income (Loss) to Net Cash
(Used in) Provided by Operating Activities
Net Income (Loss) ($1,733,123) $5,616,639
--------------- ---------------
Adjustments to reconcile net income to net
cash provided by continuing operations:
Net gain from sales of properties (1,028,596) (3,824,811)
Net gain from sales of discontinued operations -- (1,344,010)
Impairment of real estate held for sale 2,527,334 --
Loss (income) from discontinued operations 398,196 (142,158)
Equity in income of partnership (268,133) (195,672)
Depreciation and amortization 473,184 462,436
Issuance of stock for fees and expenses 15,691 14,650
Amortization of discounts on notes and fees (88,644) (111,845)
Minority interest 11,420 14,634
Distributions received from partnership 288,300 208,360
Changes in assets and liabilities:
Decrease (increase) in other receivables (151,303) 296,539
Increase (decrease) in accounts payable and accrued liabilities (715,283) 13,664
Increase in other liabilities 25,073 81,868
Increase in prepaid expenses, deposits in escrow
and deferred charges (129,290) (214,822)
Other (7,631) 23,605
--------------- ---------------
Total adjustments 1,350,318 (4,717,562)
--------------- ---------------
Net cash (used in) provided by continuing operations (382,805) 899,077
--------------- ---------------
Discontinued operations:
Income (Loss) from Discontinued Operations (398,196) 142,158
--------------- ---------------
Adjustments to reconcile income (loss) to net
cash provided by discontinued operations:
Depreciation and amortization 507,452 630,182
Amortization of discounts on notes -- (25,427)
Minority interest -- 9,692
Net change in operating assets and liabilities (47,414) (8,519)
--------------- ---------------
Total adjustments 460,038 605,928
--------------- ---------------
Net cash provided by discontinued operations 61,842 748,086
--------------- ---------------
Net cash (used in) provided by operating activities ($320,963) $1,647,163
=============== ===============
See notes to consolidated financial statements.
6
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 (Loss) Per Share - Basic net income (loss) per share data is
computed by dividing net income (loss) by the weighted average number of shares
of Class A and Class B common stock outstanding during each period. Diluted net
income (loss) per share is computed by dividing net income (loss) 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 results of operations, including impairment, gains and losses 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 the assets and liabilities of properties intended to be sold are
to be separately classified on the balance sheet. Properties designated as held
for sale are carried at the lower of cost or fair value less costs to sell and
are not depreciated.
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.
7
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.
During the nine months ended September 30, 2003 and 2002, there would have been
no additional compensation expense if the Company had applied the fair value
based method of accounting to its existing options, because all were vested.
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 initial
recognition and measurement provisions of this Interpretation did not 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 to all variable
interest entities on December 31, 2003. The adoption of Interpretation No. 46 is
expected to have no impact on the Company's financial statements.
H. New Accounting Pronouncements - In April, 2003, the FASB issued SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities".
SFAS No. 149 amends and clarifies the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities". SFAS No. 149 is generally effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. The adoption of SFAS No. 149 had no impact on
the Company's financial statements.
In May, 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
No. 150 requires that certain financial instruments be classified as liabilities
that were previously considered equity. In October of 2003, the FASB agreed to
defer, indefinitely, the application of paragraphs 9 and 10 of SFAS No. 150
regarding mandatorily redeemable non-controlling interests in subsidiaries that
would not be liabilities under SFAS No. 150 for the subsidiary. The adoption of
the remaining provisions of this pronouncement on July 1, 2003 had no impact on
the Company's financial statements.
8
2. REAL ESTATE
Real estate is comprised of the following:
September 30, December 31,
2003 2002
------------ -------------
Land $ 2,595,475 $ 2,592,424
Buildings 18,953,566 18,767,483
Furniture and equipment 166,860 163,974
----------- -----------
Total real estate $21,715,901 $21,523,881
=========== ===========
For the nine months ended September 30, 2003, four of the properties owned by
the Company represented 28%, 20%, 16% and 13% of total rental revenue. Four
properties represented 30%, 20%, 15% and 13% of total rental revenue for the
nine months ended September 30, 2002.
3. MORTGAGE PORTFOLIO
The components of the net mortgage portfolio at September 30, 2003 and December
31, 2002 are as follows:
Sold
Properties Related
September 30, 2003 and Other Parties Total
- ------------------ --------- ------- -----
Notes receivable $24,284,611 $ 414,257 $24,698,868
Less: Discounts 1,075,026 88,043 1,163,069
Deferred gains 6,233,390 6,233,390
------------ ---------- -----------
Net mortgage portfolio $16,976,195 $ 326,214 $17,302,409
=========== ========== ===========
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 September 30, 2003, all of the notes in the Company's mortgage portfolio are
current in accordance with their terms, as modified.
In February, 2003, the Company made a $1,500,000 loan collateralized 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. Thereafter, the interest rate changes
every six months to a rate equal to 800 basis points above the six month LIBOR
rate, with a minimum rate of 10.50% per annum.
In March, 2003, the Company received repayment of its notes collateralized by
Woodland Village in Hartford, Connecticut. Presidential received cash of
$2,243,190, of which $873,754 was applied to the repayment of the Overlook loan
for which a portion of the Woodland Village notes stood as collateral. As a
result, the Company recognized $873,754 of previously deferred gain.
9
In March, 2003, in response to the borrower's decision to prepay the Mark
Terrace note, the Company modified the terms of the note. The Company agreed to
give the borrower annual 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 each of November 30, 2005, November 30, 2006 and November 30, 2007.
The note is collateralized by unsold cooperative apartments at the Mark Terrace
property. As apartments are sold, the Company receives 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 to release units
prior to the modification. During the nine months ended September 30, 2003, the
Company received $305,000 in principal payments on the Mark Terrace note and the
balance of the note at September 30, 2003 was $995,000.
In July, 2003, the Company modified the terms of its $1,100,000 and $1,775,000
loans, collateralized by ownership interests in three apartment properties
located in New Jersey and by personal guarantees from the borrowers of $750,000
and $887,500, respectively. The maturity date of the $1,775,000 loan was
extended at the Company's request from July 19, 2003 to February 18, 2009, which
is the same maturity date as the $1,100,000 loan. Effective July 1, 2003,
interest on these loans will be payable monthly at the annual rate of 10.50% for
the first three years, and changed thereafter on July 1, 2006 and July 1, 2008
to an annual rate equal to 900 basis points above the six month LIBOR rate in
effect immediately prior to the change, with a minimum rate of 10.50% per annum.
Prior to the modification, the $1,100,000 loan and the $1,775,000 loan had
annual interest rates of 13% and 11.50%, respectively. These loans were modified
to provide for reduced interest rates in order to extend the maturity date of
the $1,775,000 loan and keep the principal balance of that loan outstanding at
an attractive interest rate and to delay the borrower's right to prepay the
$1,100,000 loan from February, 2004 to July, 2006. As a result, both loans will
now have the same interest rates and maturity dates.
4. DISCONTINUED OPERATIONS
For the periods ended September 30, 2003 and 2002, income (loss) from
discontinued operations includes the Continental Gardens property, which is
under contract for sale, and the Preston Lake Apartments property, which is
currently being marketed for sale. Both of these properties have been designated
as held for sale. In addition, income (loss) from discontinued operations in
2002 includes 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.
10
The following table summarizes income and expense for the properties sold or
held for sale.
Nine months ended Three months ended
September 30, September 30,
----------------- ------------------
2003 2002 2003 2002
---- ---- ---- ----
Revenues:
Rental $ 3,107,115 $ 4,121,506 $ 1,003,452 $ 1,295,938
Interest 25,427 12,713
----------- ----------- ----------- -----------
Total 3,107,115 4,146,933 1,003,452 1,308,651
----------- ----------- ----------- -----------
Rental property expenses:
Operating expenses 1,378,575 1,485,663 447,357 523,795
Interest on mortgage debt 1,313,747 1,531,172 439,874 495,883
Real estate taxes 305,868 357,279 101,956 105,144
Depreciation on real estate 486,467 599,243 120,797 186,172
Amortization of mortgage costs 20,985 30,939 4,307 9,876
----------- ----------- ----------- -----------
Total 3,505,642 4,004,296 1,114,291 1,320,870
----------- ----------- ----------- -----------
Other income:
Investment income 331 9,213 511 2,351
----------- ----------- ----------- -----------
Income (loss) before minority interest (398,196) 151,850 (110,328) (9,868)
Minority interest (9,692) (3,253)
----------- ----------- ----------- -----------
Income (loss) from
discontinued operations (398,196) 142,158 (110,328) (13,121)
----------- ----------- ----------- -----------
Impairment of real estate
held for sale (2,527,334) (2,527,334)
----------- ----------- ----------- -----------
Gain from sale of discontinued operations:
Net gain before minority interest 1,347,037 1,339,116
Minority interest (3,027) (1,514)
----------- ----------- ----------- -----------
Net gain from sale of
discontinued operations 1,344,010 1,337,602
----------- ----------- ----------- -----------
Total income (loss) from
discontinued operations $(2,925,530) $ 1,486,168 $(2,637,662) $ 1,324,481
=========== =========== =========== ===========
In April and June, 2003, the Company entered into conditional contracts for the
sale of the Continental Gardens property in Miami, Florida, which contracts were
terminated by the purchasers in May and August, 2003, respectively. In
September, 2003, the Company entered into a new contract for the sale of this
property for a sales price of $21,500,000. The contract was subject to
termination by the purchaser prior to the expiration of the due diligence period
on November 7, 2003. The contract became unconditional on November 7, 2003, and
the purchaser gave the Company a contract deposit of $500,000. The sale is
expected to close in the second or third quarter of 2004. If the sale is
completed pursuant to this contract, the gain from the sale is estimated to be
approximately $11,088,000. Presidential intends to utilize all or a portion of
the net proceeds from the sale to purchase another 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
11
close or that the amount ultimately realized will not change from the amount
described herein or that a satisfactory exchange property will be found.
In the third quarter of 2003, the Company decided to sell Preston Lake
Apartments, a 320-unit apartment property in Tucker, Georgia. The property has
had consistent vacancy problems and is located in an area that has a struggling
economy. In spite of the Company's efforts to reduce the vacancy levels and to
cut expenses at the property, the occupancy rate remains at approximately 84%.
For the nine months ended September 30, 2003, gross revenues were $1,567,025 and
the loss from operations was $649,025 (which includes depreciation expense of
$359,484). At September 30, 2003, the outstanding mortgage balance was
$13,635,640, the interest rate is 8.15% per annum and the mortgage matures in
May, 2010.
The property has been listed for sale with a real estate broker and although the
Company has not obtained a firm purchase commitment to date, based upon offers
made by prospective purchasers, the Company estimates that the fair market value
of the property, less brokerage fees and other closing costs, is below the
$16,171,335 carrying value of the property (net of accumulated depreciation of
$1,628,334). Therefore, at September 30, 2003, the Company recorded an
impairment charge in the amount of $2,527,334 to reduce the carrying value of
the assets related to discontinued operations to their fair value less costs to
sell. There can be no assurances that the property will be sold or that the
amount ultimately realized will not change from the recorded fair value less
costs to sell.
The assets and liabilities of the Continental Gardens and the Preston Lake
Apartments properties are segregated in the consolidated balance sheets. The
components are as follows:
September 30, December 31,
2003 2002
------------- ------------
Assets related to discontinued operations:
Land $ 4,688,000 $ 4,688,000
Buildings 23,375,208 23,302,099
Furniture and equipment 241,016 225,695
Less: accumulated depreciation (3,661,054) (3,174,587)
Impairment of real
estate held for sale (2,527,334)
------------ ------------
Net real estate 22,115,836 25,041,207
Other assets 504,040 541,075
------------ ------------
Total $ 22,619,876 $ 25,582,282
============ ============
Liabilities related to discontinued operations:
Mortgage debt $ 21,259,248 $ 21,423,439
Other liabilities 291,438 295,147
------------ ------------
Total $ 21,550,686 $ 21,718,586
============ ============
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 September 30, 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 has a negative basis and
therefore is classified as a liability on the Company's consolidated balance
sheets, under the caption "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
12
the proceeds to the partners in excess of their investment in prior years, and
not due to partnership operating losses.
Summary financial information for Home Mortgage Partnership is as follows:
September 30, December 31,
2003 2002
------------ ------------
Condensed Balance Sheets:
Net real estate $ 4,357,601 $ 4,471,850
Prepaid expenses and deposits
in escrow 746,261 804,205
Cash and cash equivalents 769,345 696,220
Receivables and other assets 603,790 622,500
------------ ------------
Total Assets $ 6,476,997 $ 6,594,775
============ ============
Nonrecourse mortgage debt $ 16,585,511 $ 16,737,569
Other liabilities 649,958 550,624
------------ ------------
Total Liabilities 17,235,469 17,288,193
Partners' Deficiency (10,758,472) (10,693,418)
------------ ------------
Total Liabilities and
Partners' Deficiency $ 6,476,997 $ 6,594,775
============ ============
On the Company's Consolidated
Balance Sheets:
Distributions from partnership in
excess of investment and earnings $ 2,378,331 $ 2,358,164
============ ============
Nine Months Three Months
Ended Ended
September 30, September 30,
2003 2002 2003 2002
---------- ---------- ---------- ----------
Condensed Statements of
Operations:
Revenues $3,467,878 $3,186,481 $1,103,297 $1,095,979
Interest on
mortgage debt (932,238) (943,243) (313,198) (316,975)
Other expenses (1,677,537) (1,576,293) (562,866) (540,828)
Investment income 6,843 13,248 1,780 4,011
---------- ---------- ---------- ----------
Net Income $ 864,946 $ 680,193 $ 229,013 $ 242,187
========== ========== ========== ==========
On the Company's Consolidated
Statements of Operations:
Equity in income of
partnership $ 268,133 $ 195,672 $ 70,994 $ 70,234
========== ========== ========== ==========
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,
13
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 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.
Upon filing the Company's income tax return for the year ended December 31,
2002, Presidential applied its available 2002 stockholders' distributions and
elected to apply (under Section 858 of the Internal Revenue Code) all but
approximately $153,000 of its year 2003 stockholders' distributions to reduce
its taxable income for 2002 to zero. For the year ended December 31, 2002, the
Company retained undistributed capital gains designated as paid to shareholders
(under Section 857(b)(3)(D) of the Internal Revenue Code) in the amount of
$1,425,000 ($.38 per share) and paid income taxes of $498,750 in January, 2003
on that retained gain.
Furthermore, the Company had taxable income (before distributions to
stockholders) for the nine months ended September 30, 2003 of approximately
$1,175,000 ($.31 per share), which included approximately $719,000 ($.19 per
share) of capital gains. This taxable income 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 and although no
assurances can be given at this time, the Company expects that it will not have
to pay Federal income taxes for 2003 because its present intention is to
distribute all of its 2003 taxable income during 2003 and 2004. Therefore, no
provision for income taxes has been made at September 30, 2003.
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 or loss plus or minus other comprehensive
income, for the nine months ended September 30, 2003 and 2002 was a loss of
$1,731,108 and income of $5,617,172, 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 except that
the Company has become aware of the presence of radon gas at above normal levels
in many of the first floor apartments at its Continental Gardens property in
14
Miami, Florida. The Company is in the process of installing radon mitigation
devices at all of the ground floor apartments at an estimated cost of $90,000.
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 October, 2003, the Company made a $4,500,000 loan collateralized by ownership
interests in nine apartment properties located in the Commonwealth of Virginia.
The loan matures on October 23, 2013 and basic interest accrues at an annual
rate of 11.50% through October 23, 2007 and at 11% per annum from October 24,
2007 to maturity. For the first five years of the loan, a portion of the basic
interest equal to 2% per annum is deferred and is payable on the fifth
anniversary of the loan. In addition to the basic interest accruing on the loan,
the Company is entitled to receive additional interest equal to 25% of any net
sales or refinancing proceeds resulting from sales or refinancing of the nine
properties. In connection with the loan, Presidential received a $22,500
commitment fee. This loan was made to a company controlled by an individual who
also controls other companies to whom Presidential has previously made four
other collateralized loans. Some but not all of these other loans are guaranteed
in whole or in part by the individual. The aggregate net carrying value of all
of the loans made by Presidential to companies controlled by the individual is
approximately $11,808,000 and all of such loans are in good standing.
15
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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. The Company recorded an impairment charge of
$2,527,334 during the third quarter of 2003, to reduce the carrying value of a
property held for sale to its estimated fair value less costs to sell. This
estimate is based on offers received for the property. The amount ultimately
realized upon ultimate disposition of the property could vary materially from
this estimate.
Results of Operations
Financial Information for the nine months ended September 30, 2003 and 2002:
- ----------------------------------------------------------------------------
Continuing Operations:
Revenue decreased by $182,985 primarily as a result of decreases in all
categories of revenue.
Rental revenue decreased by $44,135 primarily due to a decrease in rental
revenue of $96,448 at the Farrington Apartments property as a result of
increased vacancies at that property. These decreases were offset by net
increases of $52,313 at all other rental properties.
Interest on mortgages-sold properties and other decreased by $94,225 primarily
due to a $194,314 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. In addition, interest income on the Woodland Village notes
receivable decreased by $79,514 as a result of the repayment of those notes in
March, 2003. Interest income on sold cooperative apartment notes also decreased
by $22,225 as a result of principal repayments received on that note portfolio
during 2002 and 2003. These decreases were partially offset by interest income
of $209,362 earned on two new loans that the Company 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 decreased by $51,204 primarily as a result
of a decrease of $50,733 in interest income on the Overlook note receivable
which was repaid in March, 2003.
Costs and expenses increased by $58,240 primarily due to increases in rental
property operating expenses and real estate tax expense, partially offset by
decreases in general and administrative expenses.
General and administrative expenses decreased by $165,121 primarily as a result
of a $155,997 decrease in contractual pension and postretirement benefits
expenses and a $157,803 decrease in salary expense (of which $165,089 pertains
to a decrease in executive bonuses). These decreases were partially offset by
increases of $61,284 in professional fees and an $89,025 increase in defined
benefit plan expenses.
16
Rental property operating expenses increased by $205,247 as a result of
increased operating expenses in a number of categories. Insurance expense
increased by $104,710, bad debt expense increased by $45,035, snow removal and
fuel and utilities increased by $42,760 and payroll expenses increased by
$18,404.
Real estate tax expense increased by $21,666 primarily as a result of increased
real estate taxes on the Crown Court and the Cambridge Green properties.
Other income increased by $96,162 primarily as a result of a $72,461 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 $23,701 primarily as a result of increased interest earned
on higher cash investment balances.
Income from continuing operations before net gain from sales of properties
decreased by $141,849, from $305,660 in 2002 to $163,811 in 2003. The $141,849
decrease was primarily a result of a decrease in income from rental property
operations of $268,448, which was partially offset by the decrease in general
and administrative expenses of $165,121. The decrease in income from rental
property operations was primarily a result of an increased loss of $96,862 on
the Farrington Apartments property as a result of increased vacancy losses. The
Cambridge Green property had a decrease in operating income of $91,842, of which
$53,247 was due to insurance claim proceeds received in 2002, which resulted in
increased insurance expense in 2003. In addition, the Palmer Mapletree property
experienced a reduction of $49,872 in operating income primarily as a result of
increases of $24,528 in repairs and maintenance expenses and $19,393 in
insurance expense.
Net gain from sales of properties consists primarily of recognition of deferred
gains from sales in prior years. The recognition of such gains is sporadic (as
it depends on the timing of sales or the receipt of installments or prepayments
on purchase money notes). In 2003, the net gain from sales of properties was
$1,028,596 compared with $3,824,811 in 2002:
Gain from sales recognized for the
nine months ended September 30, 2003 2002
---------- ----------
Deferred gains recognized upon receipt
of principal payments on notes:
Overlook $ 880,927 $ 19,936
Cooperative apartment notes 44,652 24,402
Encore 3,750,000
Sale of property:
6300 Riverdale Ave. apartment units 103,017 30,473
---------- ----------
Net gain $1,028,596 $3,824,811
========== ==========
Discontinued Operations:
Loss from discontinued operations before impairment of real estate held for sale
and net gain from sales of discontinued operations was $398,196 in 2003 compared
to income of $142,158 in 2002. In the third quarter of 2003, the Company decided
to sell the Preston Lake Apartments property in Tucker, Georgia. This property
has had consistent vacancy problems and for the nine months ended September 30,
2003, had an operating loss of $649,025 (see below). In the second quarter of
2003, the Company decided to sell the Continental Gardens property in Miami,
Florida. In September, 2003, the Company entered into a contract for the sale of
17
the Continental Gardens property (see below). 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.
At September 30, 2003, the Company recorded a $2,527,334 impairment loss on the
Preston Lake Apartments property. As a result, the carrying value of assets
related to discontinued operations was written down by the $2,527,334 and income
(loss) from discontinued operations was charged with an impairment loss on real
estate held for sale (see below).
The following table compares the total loss or income for the nine month periods
ended September 30 for properties included in discontinued operations:
2003 2002
----------- -----------
Income (loss) from discontinued operations:
Preston Lake Apartments, Tucker, GA $ (649,025) $ (296,090)
Continental Gardens, Miami, FL 250,829 255,169
Sunwood Apartments, Miami, FL 165,729
University Towers Professional
Space Lease, New Haven, CT 19,380
Towers Shoppers Parcade, New Haven, CT (2,030)
----------- -----------
Income (loss) from discontinued operations (398,196) 142,158
----------- -----------
Impairment of real estate held for sale:
Preston Lake Apartments, Tucker, GA (2,527,334)
----------- -----------
Net gain from sales of discontinued operations:
Sunwood Apartments, Miami, FL 1,331,194
University Towers Professional Space Lease,
New Haven, CT 6,052
Towers Shoppers Parcade, New Haven, CT 6,764
----------- -----------
Net gain from sales of discontinued operations 1,344,010
----------- -----------
Total income (loss) from
discontinued operations $(2,925,530) $ 1,486,168
=========== ===========
Financial Information for the three months ended September 30, 2003 and 2002:
- -----------------------------------------------------------------------------
Continuing Operations:
Revenue decreased by $135,797 primarily as a result of decreases in rental
revenue and decreases in interest income on mortgages-related parties.
Rental revenue decreased by $48,122 primarily due to a decrease in rental
revenue of $31,502 at the Farrington Apartments property as a result of
increased vacancies at that property. In addition, the Cambridge Green property
had a decrease of $18,931 in rental revenue.
Interest on mortgages-related parties decreased by $79,372 primarily as a result
of a $51,000 decrease in interest income received on the Consolidated Loans. In
addition, there was a decrease of $22,870 in interest income received on the
Overlook note, as a result of the principal repayment of that note received in
March, 2003.
Costs and expenses increased by $43,734 primarily due to increases in rental
18
property operating expenses and real estate tax expense, partially offset by
decreases in general and administrative expenses.
General and administrative expenses decreased by $99,916 primarily as a result
of a $51,999 decrease in contractual pension and postretirement benefits
expenses, and an $80,848 decrease in salary expense (of which $75,226 pertains
to a decrease in executive bonuses). These decreases were partially offset by a
$29,676 increase in defined benefit plan expenses.
Rental property operating expenses increased by $137,626 as a result of
increases of operating expenses in a majority of areas. Insurance expense
increased by $63,842, repairs and maintenance increased by $26,071, bad debt
expense increased by $19,481, payroll expense increased by $11,435, and fuel and
utilities increased by $9,271.
Real estate tax expense increased by $6,272 primarily as a result of increased
real estate taxes on the Cambridge Green and the Crown Court properties.
Income (loss) from continuing operations before net gain from sales of
properties decreased by $177,019, from income of $133,784 in 2002 to a loss of
$43,235 in 2003. The $177,019 decrease was primarily a result of decreases in
income from rental property operations of $191,533 and decreased interest income
on mortgages-related parties of $79,372. These decreases were partially offset
by a decrease of $99,916 in general and administrative expenses. The decreases
in income from rental properties was primarily a result of a $110,327 decrease
in operating income on the Cambridge Green property. This $110,327 decrease was
primarily due to $53,247 of insurance claim proceeds which were received in the
2002 period, decreased rental revenue of $18,931 and increases in bad debt
expense of $17,160 and real estate taxes of $5,245. In addition, operating
income for the Farrington Apartments property decreased by $39,313 as a result
of increased vacancy losses, and operating income of the unsold cooperative
apartments at Towne House decreased by $32,066, primarily as a result of
increased repairs and maintenance expenses.
Net gain from sales of properties consists primarily of recognition of deferred
gains from sales in prior years. The recognition of such gains is sporadic (as
it depends on the timing of sales or the receipt of installments or prepayments
on purchase money notes). In 2003, the net gain from sales of properties was
$108,703 compared with $61,690 in 2002:
Gain from sales recognized for the
three months ended September 30, 2003 2002
-------- --------
Deferred gains recognized upon receipt of
principal payments on notes:
Cooperative apartment notes $ 5,686 $ 24,402
Overlook 6,815
Sale of property:
6300 Riverdale Ave. apartment units 103,017 30,473
-------- --------
Net gain $108,703 $ 61,690
======== ========
Discontinued Operations:
Loss from discontinued operations before impairment of real estate held for sale
and net gain from sales of discontinued operations was $110,328 in 2003 compared
to $13,121 in 2002. In the third quarter of 2003, the Company decided to sell
the Preston Lake Apartments property in Tucker, Georgia (see above). This
property has had consistent vacancy problems and for the three month period
ended September 30, 2003, had an operating loss of $245,835. 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.
19
At September 30, 2003, the Company recorded a $2,527,334 impairment loss on the
Preston Lake Apartments property. As a result, the carrying value of assets
related to discontinued operations was written down by the $2,527,334 and income
(loss) from discontinued operations was charged with an impairment loss on real
estate held for sale.
The following table compares the total loss or income for the three month
periods ended September 30 for properties included in discontinued operations:
2003 2002
----------- -----------
Income (loss) from discontinued operations:
Preston Lake Apartments, Tucker, GA $ (245,835) $ (152,596)
Continental Gardens, Miami, FL 135,507 85,644
Sunwood Apartments, Miami, FL 44,769
University Towers Professional
Space Lease, New Haven, CT 6,511
Towers Shoppers Parcade, New Haven, CT 2,551
----------- -----------
Loss from discontinued operations (110,328) (13,121)
----------- -----------
Impairment of real estate held for sale:
Preston Lake Apartments, Tucker, GA (2,527,334)
----------- -----------
Net gain from sales of discontinued operations:
Sunwood Apartments, Miami, FL 1,331,194
University Towers Professional
Space Lease, New Haven, CT 3,026
Towers Shoppers Parcade, New Haven, CT 3,382
----------- -----------
Net gain from sales of
discontinued operations 1,337,602
----------- -----------
Total income (loss) from
discontinued operations $(2,637,662) $ 1,324,481
=========== ===========
Funds from Operations
Funds from operations ("FFO") represents net income (loss) 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.
20
FFO is summarized in the following table:
Nine Months Three Months
Ended Ended
September 30, September 30,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net Income (Loss) $(1,733,123) $ 5,616,639 $(2,572,194) $ 1,519,955
Net gain from sale of properties (1,028,596) (3,824,811) (108,703) (61,690)
Net gain from sale of
discontinued operations (1,344,010) (1,337,602)
Depreciation and amortization on:
Real estate 434,788 424,108 146,666 143,280
Real estate of discontinued
operations 486,467 599,243 120,797 186,172
Real estate of partnership 72,069 66,854 24,356 22,714
----------- ----------- ----------- -----------
Funds From (Used in) Operations (1) $(1,768,395) $ 1,538,023 $(2,389,078) $ 472,829
=========== =========== =========== ===========
Distributions paid to shareholders (2) $ 1,806,299 $ 1,791,884 $ 603,173 $ 598,008
=========== =========== =========== ===========
FFO payout ratio (3) -- 116.5% -- 126.5%
=========== =========== =========== ===========
(1) NAREIT's current implementation guidance, issued in July 2000, indicates
that impairment write-downs should be excluded from FFO (i.e. added
back to net income). The Company understands, however, that the SEC
staff has taken the position that impairment write-downs shall not be
excluded from FFO. Accordingly, the Company has not added back the
$2,527,334 write- down taken in the third quarter of 2003 to net income
in computing FFO for the three and nine months ended September 30,
2003.
(2) In the third quarter of 2003, the Company declared the fourth quarterly
distribution of $.16 per share payable on December 31, 2003; that
distribution is not included in the distributions paid.
(3) In the first three quarters 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 $305,381. In March, 2003, the Company
received repayment of its notes collateralized by Woodland Village, in Hartford,
Connecticut. Presidential received cash of $2,243,190, of which $873,754 repaid
the Overlook loan for which a portion of the Woodland Village notes stood as
collateral. 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 $305,000 on the Mark Terrace note and
principal payments of $147,678 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 collateralized 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 in
January, 2008 and has an annual interest rate of 10.50% until January, 2005 and
thereafter the interest rate changes every six months to a rate equal to 800
basis points above the six month LIBOR rate, with a minimum rate of 10.50% per
annum.
21
Assets related to discontinued operations decreased by $2,962,406 primarily due
to the $2,527,334 write-down of the carrying value of the Preston Lake
Apartments property. At September 30, 2003, the Company recorded an impairment
loss on the carrying value of the Preston Lake Apartments property based on the
Company's estimate of the fair market value of the property (see below). In
addition, depreciation and amortization of $507,472 decreased assets related to
discontinued operations, these decreases were partially offset by additions and
improvements of $88,430.
Prepaid expenses and deposits in escrow increased by $356,410 as a result of
increases of $91,781 in prepaid expenses (primarily insurance and real estate
tax) and increases of $264,629 in deposits in escrow.
Other receivables increased by $190,383 primarily as a result of increases of
$91,844 in accrued interest receivable, increases of $131,020 in tenants
accounts receivable and increases in other receivables of $60,879. These
increases were partially offset by a $93,360 increase in the valuation allowance
for tenants accounts receivable. Increases in accrued interest receivable are
the result of the terms of the notes receivable and not a result of
delinquencies. The increase in tenants accounts receivable is primarily a result
of increases of $115,141 in tenant receivables on the Preston Lake Apartments,
Farrington Apartments and Cambridge Green properties. In addition, the increase
in the valuation allowance is primarily a result of increased valuation reserves
of $91,691 on those three properties.
Accounts payable increased by $77,931 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 the third quarter of 2003, the Company declared the fourth quarter dividend
payable on December 31, 2003. The $603,811 ($.16 per share) dividend was
declared in the third quarter of 2003 to enable the Company to deduct the
dividend from 2002 taxable income in accordance with the provisions of the
Internal Revenue Code applicable to real estate investment trusts.
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.
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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 $250,000 unsecured line of credit from a lending institution.
During the first nine months of 2003 and the year 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 nine months of 2003 and the year 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 has maintained
the annual $.64 dividend rate in 2003, no assurances can be given that the
present dividend rate will be maintained in the future.
At September 30, 2003, Presidential had $5,004,782 in available cash and cash
equivalents, a decrease of $1,733,986 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 $320,963 and cash used in financing activities of $1,995,406,
offset by cash provided by investing activities of $582,383.
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 $2,021,475, $408,605 and $288,300 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 $2,794,436 on its mortgage portfolio of
which $2,734,996 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 advanced a $1,500,000 mortgage loan. The loan has
an annual interest rate of 10.50% until January, 2005 and thereafter the rate is
recalculated every six months with a minimum rate of 10.50% per annum. The
entire principal balance is due at maturity in January, 2008.
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During 2003, the Company invested $205,505 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.
In October, 2003, the Company made a $4,500,000 loan collateralized by ownership
interests in nine apartment properties located in the Commonwealth of Virginia.
The loan matures on October 23, 2013 and basic interest accrues at an annual
rate of 11.50% through October 23, 2007 and at 11% per annum from October 24,
2007 to maturity. For the first five years of the loan, a portion of the basic
interest equal to 2% per annum is deferred and is payable on the fifth
anniversary of the loan. In addition to the basic interest accruing on the loan,
the Company is entitled to receive additional interest equal to 25% of any net
sales or refinancing proceeds resulting from sales or refinancing of the nine
properties. In connection with the loan, Presidential received a $22,500
commitment fee. This loan was made to a company controlled by an individual who
also controls other companies to whom Presidential has previously made four
other collateralized loans. Some but not all of these other loans are guaranteed
in whole or in part by the individual. The aggregate net carrying value of all
of the loans made by Presidential to companies controlled by the individual is
approximately $11,808,000 and all of such loans are in good standing.
Financing Activities
The Company's indebtedness at September 30, 2003, consisted of $15,600,607 of
mortgage debt. The mortgage debt, which is collateralized by individual
properties, is nonrecourse to the Company with the exception of the $195,742
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 Company 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 $167,769
of principal payments on mortgage debt.
The mortgages on the Company's properties are at fixed rates of interest. Two of
the mortgages have balloon payments due at maturity and three mortgages are
self-liquidating.
During the first nine months of 2003, Presidential declared cash distributions
of $2,410,110 (including $603,811 payable in the fourth quarter) to its
shareholders and received proceeds from its dividend reinvestment and share
purchase plan of $181,066.
Discontinued Operations
Cash from discontinued operations for the nine months ended September 30, 2003
and 2002 was as follows: cash provided by operating activities was $61,842 and
$748,086, cash (used in) provided by investing activities was $(88,430) and
$7,647,289 and cash used in financing activities was $164,192 and $4,837,154,
respectively.
Consolidated Loans
Presidential holds two nonrecourse loans (the "Consolidated Loans"), which were
collateralized by substantially all of the remaining assets of Ivy Properties,
Ltd. and its affiliates ("Ivy"). At September 30, 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
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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 in September, 2002, recouped its
original investment in May, 2003, and has begun distributing profits. A second
tour commenced performances in June, 2003. A production in Toronto, Canada
begins performances in November, 2003. Additional tours and productions are
scheduled. "Hairspray" recouped its original investment on Broadway in March,
2003 and made an initial profit distribution in June, 2003. A national tour
commenced in September, 2003 and additional productions are scheduled. 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 nine months ended September 30, 2003 and 2002, the Company
received payments of $169,000 and $168,000, respectively, from Scorpio.
Loan Modifications
In March, 2003, in response to the borrower's decision to prepay the Mark
Terrace note, the Company modified the terms of the note. The Company agreed to
give the borrower annual 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 each of November 30, 2005, November 30, 2006 and November 30, 2007.
The note is collateralized by cooperative apartments at the Mark Terrace
property, and as units are sold, the Company receives principal payments ranging
from $20,000 to $35,000 per unit. This represents an increase from the $16,000
payment required for units sold prior to the modification.
In July, 2003, the Company modified the terms of its $1,100,000 and $1,775,000
loans, collateralized by ownership interests in three apartment properties
located in New Jersey and by personal guarantees from the borrowers of $750,000
and $887,500, respectively. The maturity date of the $1,775,000 loan was
extended at the Company's request from July 19, 2003 to February 18, 2009, which
is the same maturity date as the $1,100,000 loan. Effective July 1, 2003,
interest on these loans is payable monthly at the annual rate of 10.50% for the
first three years, and changed thereafter on July 1, 2006 and July 1, 2008 to an
annual rate equal to 900 basis points above the six month LIBOR rate in effect
immediately prior to the change, with a minimum rate of 10.50% per annum. Prior
to the modification, the $1,100,000 loan and the $1,775,000 loan had annual
interest rates of 13% and 11.50%, respectively. These loans were modified to
provide for reduced interest rates in order to extend the maturity date of the
$1,775,000 loan and keep the principal balance of that loan outstanding at an
attractive interest rate and to delay the borrower's right to prepay the
$1,100,000 loan from February, 2004 to July, 2006. As a result, both loans will
now have the same interest rates and maturity dates.
Proposed Sale of Continental Gardens
In April and June, 2003, the Company entered into conditional contracts for the
sale of the Continental Gardens property in Miami, Florida, which contracts were
terminated by the purchasers in May and August, 2003, respectively. In
September, 2003, the Company entered into a new contract for the sale of this
property for a sales price of $21,500,000. The contract was subject to
termination by the purchaser prior to the expiration of the due diligence period
on November 7, 2003. The contract became unconditional on November 7, 2003, and
the purchaser gave the Company a contract deposit of $500,000. The sale is
25
expected to close in the second or third quarter of 2004. During the nine months
ended September 30, 2003, the Continental Gardens property had gross revenues of
$1,540,090 and net income of $250,829. At September 30, 2003, the carrying value
of the property was $8,471,835 (net of accumulated depreciation of $2,032,720).
The net proceeds of sale are estimated to be approximately $12,167,000 and the
gain from the sale is estimated to be approximately $11,088,000. Presidential
intends to utilize some or all of the net proceeds from the sale to purchase
another 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.
Proposed Sale of Preston Lake Apartments
In the third quarter of 2003, the Company decided to sell Preston Lake
Apartments, a 320 unit apartment property in Tucker, Georgia. The property has
had consistent vacancy problems and is located in an area that has a struggling
economy. In spite of the Company's efforts to reduce the vacancy levels and to
cut expenses at the property, the occupancy levels remain at approximately 84%.
For the nine months ended September 30, 2003, Preston Lake Apartments had gross
revenues of $1,567,025 and a loss from operations of $649,025 (which includes
depreciation expense of $359,484). For the year ended December 31, 2002, gross
revenues were $2,411,245 and the loss from operations was $440,226 (which
includes depreciation expense of $471,796).
The property has been listed for sale with a real estate broker and although the
Company has not obtained a firm purchase commitment to date, based upon offers
made by prospective purchasers, the Company estimates that the fair market value
of the property, less brokerage fees and other closing costs, is below the
$16,171,335 carrying value of the property (net of accumulated depreciation of
$1,628,334). Therefore, at September 30, 2003, the Company recorded an
impairment charge in the amount of $2,527,334 to reduce the carrying value of
the assets related to discontinued operations to their fair value less costs to
sell. There can be no assurances that the property will be sold or that the
amount ultimately realized will not change from the recorded fair value less
costs to sell.
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) As of the end of the period covered by this report, 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 has been no change in the Company's internal control over
financial reporting that occurred during the Company's most recent
26
fiscal quarter that has materially affected or is reasonably likely to
materially affect the Company's internal control over financial
reporting.
27
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
31.1 Certification of Chief Executive Officer of the Company pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
31.2 Certification of Chief Financial Officer of the Company pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
32.1 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.
32.2 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
September 30, 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: November 12, 2003 By: /s/Jeffrey F. Joseph
-----------------------
Jeffrey F. Joseph
President and Chief Executive Officer
DATE: November 12, 2003 By: /s/Elizabeth Delgado
-----------------------
Elizabeth Delgado
Treasurer
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