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, 2002
----------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8594
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PRESIDENTIAL REALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-1954619
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 South Broadway, White Plains, New York 10605
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, indicating area code 914-948-1300
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
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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 8, 2002 was 478,840 shares of Class A
common and 3,741,567 shares of Class B common.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
Index to Form 10-Q
For the Nine Months Ended
September 30, 2002
Part I - Financial Information (Unaudited)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Controls and Procedures
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
Assets September 30, December 31,
2002 2001
------------ -------------
Real estate (Note 2) $58,049,587 $57,627,203
Less: accumulated depreciation 12,122,748 11,030,485
------------ -------------
Net real estate 45,926,839 46,596,718
------------ -------------
Mortgage portfolio (Note 3):
Sold properties - net 17,616,398 15,995,237
Related parties - net 393,014 414,692
------------ -------------
Net mortgage portfolio (of which $2,147,260 in 2002
and $315,422 in 2001 are due within one year) 18,009,412 16,409,929
------------ -------------
Minority partners' interest (Note 4) 7,438,826 7,623,061
Assets held for sale (Note 5) 6,219,541
Prepaid expenses and deposits in escrow 2,214,761 1,729,307
Other receivables (net of valuation allowance of
$175,241 in 2002 and $192,094 in 2001) 513,558 787,421
Cash and cash equivalents 7,247,318 2,557,340
Other assets 1,915,131 1,966,653
------------ -------------
Total Assets $83,265,845 $83,889,970
============ =============
Liabilities and Stockholders' Equity
Liabilities:
Mortgage debt (of which $636,782 in 2002 and
$604,394 in 2001 are due within one year) $54,087,453 $54,534,762
Liabilities related to assets held for sale (Note 5) 4,779,989
Contractual pension and postretirement benefits liabilities 2,243,332 2,123,250
Defined benefit plan liability 875,032 1,014,780
Accrued liabilities 1,611,147 1,429,279
Accrued taxes payable (Note 6) 315,000
Accounts payable 366,014 304,586
Other liabilities 1,093,236 967,590
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Total Liabilities 60,591,214 65,154,236
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Stockholders' Equity:
Common stock; par value $.10 per share
Class A, authorized 700,000 shares, issued 478,940 shares
and 100 shares held in treasury 47,894 47,894
Class B September 30, 2002 December 31, 2001 326,458 324,717
----------- ------------------ -----------------
Authorized: 10,000,000 10,000,000
Issued: 3,264,579 3,247,166
Treasury: 1,897 1,897
Additional paid-in capital 2,890,968 2,779,100
Retained earnings 20,123,016 16,298,261
Accumulated other comprehensive loss (Note 7) (324,797) (325,330)
Treasury stock (at cost) (21,408) (21,408)
Notes receivable for exercise of stock options (367,500) (367,500)
------------ -------------
Total Stockholders' Equity 22,674,631 18,735,734
------------ -------------
Total Liabilities and Stockholders' Equity $83,265,845 $83,889,970
============ =============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
2002 2001
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Income:
Rental $10,755,282 $10,717,598
Interest on mortgages - sold properties 1,963,268 2,408,673
Interest on mortgages - related parties 282,938 164,021
Investment income 80,280 101,809
Other 15,450 22,899
------------ ------------
Total 13,097,218 13,415,000
------------ ------------
Costs and Expenses:
General and administrative 2,524,489 2,341,534
Depreciation on non-rental property 20,928 20,283
Rental property:
Operating expenses 4,387,932 4,157,812
Interest on mortgage debt 3,175,564 3,213,001
Real estate taxes 914,205 891,788
Depreciation on real estate 1,211,120 1,181,467
Amortization of mortgage costs 74,559 71,028
Minority interest share of partnership income 508,758 536,098
------------ ------------
Total 12,817,555 12,413,011
------------ ------------
Income before net gain from sales of properties 279,663 1,001,989
Net gain from sales of properties 3,840,654 1,113,303
------------ ------------
Income from continuing operations 4,120,317 2,115,292
------------ ------------
Discontinued operations (Note 5):
Income from discontinued operations 165,128 189,989
Net gain from sale of discontinued operations (includes a
provision for Federal taxes of $315,000) 1,331,194
------------ ------------
Total income from discontinued operations 1,496,322 189,989
------------ ------------
Net Income $5,616,639 $2,305,281
============ ============
Earnings per Common Share (basic and diluted) (Note 1-C):
Income before net gain from sales of properties $0.07 $0.27
Net gain from sales of properties 1.03 0.30
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Income from continuing operations 1.10 0.57
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Discontinued operations:
Income from discontinued operations 0.04 0.05
Net gain from sale of discontinued operations 0.36
------------ ------------
Total income from discontinued operations 0.40 0.05
------------ ------------
Net Income per Common Share $1.50 $0.62
============ ============
Cash Distributions per Common Share $0.48 $0.48
============ ============
Weighted Average Number of Shares Outstanding 3,733,158 3,714,157
============ ============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
THREE MONTHS ENDED
SEPTEMBER 30,
----------------------------
2002 2001
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Income:
Rental $3,611,665 $3,554,051
Interest on mortgages - sold properties 625,954 725,657
Interest on mortgages - related parties 126,370 66,439
Investment income 30,828 31,102
Other 5,393 4,183
------------ ------------
Total 4,400,210 4,381,432
------------ ------------
Costs and Expenses:
General and administrative 874,301 759,573
Depreciation on non-rental property 6,975 8,910
Rental property:
Operating expenses 1,464,216 1,308,708
Interest on mortgage debt 1,063,639 1,076,247
Real estate taxes 305,425 302,172
Depreciation on real estate 407,776 397,313
Amortization of mortgage costs 21,863 20,628
Minority interest share of partnership income 181,570 167,117
------------ ------------
Total 4,325,765 4,040,668
------------ ------------
Income before net gain from sales of properties 74,445 340,764
Net gain from sales of properties 69,612 134,705
------------ ------------
Income from continuing operations 144,057 475,469
------------ ------------
Discontinued operations (Note 5):
Income from discontinued operations 44,704 36,446
Net gain from sale of discontinued operations (includes a
provision for Federal taxes of $315,000) 1,331,194
------------ ------------
Total income from discontinued operations 1,375,898 36,446
------------ ------------
Net Income $1,519,955 $511,915
============ ============
Earnings per Common Share (basic and diluted) (Note 1-C):
Income before net gain from sales of properties $0.02 $0.09
Net gain from sales of properties 0.02 0.04
------------ ------------
Income from continuing operations 0.04 0.13
------------ ------------
Discontinued operations:
Income from discontinued operations 0.01 0.01
Net gain from sale of discontinued operations 0.36
------------ ------------
Total income from discontinued operations 0.37 0.01
------------ ------------
Net Income per Common Share $0.41 $0.14
============ ============
Cash Distributions per Common Share $0.16 $0.16
============ ============
Weighted Average Number of Shares Outstanding 3,738,100 3,718,129
============ ============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
2002 2001
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Cash Flows from Operating Activities:
Cash received from rental properties $10,782,848 $10,750,097
Interest received 2,523,940 2,314,899
Miscellaneous income 13,578 21,027
Interest paid on rental property mortgage debt (3,212,596) (3,224,678)
Cash disbursed for rental property operations (5,505,596) (5,338,134)
Cash disbursed for general and administrative costs (2,562,730) (2,202,445)
-------------- --------------
Net cash provided by continuing operations 2,039,444 2,320,766
Net cash provided by discontinued operations 253,584 348,655
-------------- --------------
Net cash provided by operating activities 2,293,028 2,669,421
-------------- --------------
Cash Flows from Investing Activities:
Cash flows from continuing operations:
Payments received on notes receivable 4,373,276 1,845,174
Payments disbursed for investments in notes receivable (1,775,000) (1,100,000)
Payments disbursed for additions and improvements (438,257) (391,975)
Purchase of 2% interest in partnership (118,000)
Other 40,187 (50,319)
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2,082,206 302,880
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Cash flows from discontinued operations:
Proceeds from sale of property 7,725,571
Payments disbursed for sales of properties (28,705)
Payments disbursed for additions and improvements (8,806) (19,236)
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7,688,060 (19,236)
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Net cash provided by investing activities 9,770,266 283,644
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Cash Flows from Financing Activities:
Cash flows from continuing operations:
Principal payments on mortgage debt (447,309) (412,574)
Cash distributions on common stock (1,791,884) (1,782,877)
Proceeds from dividend reinvestment and share purchase plan 94,076 65,463
Distributions to minority partners (542,313) (483,807)
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(2,687,430) (2,613,795)
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Cash flows from discontinued operations:
Principal payments on mortgage debt (44,007) (50,765)
Repayment of mortgage debt from sale of property (4,641,879)
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(4,685,886) (50,765)
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Net cash used in financing activities (7,373,316) (2,664,560)
-------------- --------------
Net Increase in Cash and Cash Equivalents 4,689,978 288,505
Cash and Cash Equivalents, Beginning of Period 2,557,340 2,159,661
-------------- --------------
Cash and Cash Equivalents, End of Period $7,247,318 $2,448,166
============== ==============
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------
2002 2001
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Reconciliation of Net Income to Net Cash
Provided by Operating Activities
Net Income $5,616,639 $2,305,281
---------------- ----------------
Adjustments to reconcile net income to net cash provided by continuing
operations:
Gain from sales of properties (3,840,654) (1,113,303)
Gain from sale of discontinued operations (1,331,194)
Income from discontinued operations (165,128) (189,989)
Depreciation and amortization 1,306,607 1,272,778
Issuance of stock for fees and expenses 14,650 12,701
Amortization of discounts on notes and fees (137,272) (414,273)
Minority interest share of partnership income 508,758 536,098
Changes in assets and liabilities:
Decrease in accounts receivable 282,146 33,576
Increase in accounts payable and accrued liabilities 285,388 185,649
Increase (decrease) in deferred income 84,960 (7,481)
Increase in prepaid expenses, deposits in escrow
and deferred charges (584,017) (287,666)
Increase (decrease) in security deposit liabilities 433 (12,770)
Other (1,872) 165
---------------- ----------------
Total adjustments (3,577,195) 15,485
---------------- ----------------
Net cash provided by continuing operations 2,039,444 2,320,766
---------------- ----------------
Discontinued operations:
Income from Discontinued Operations 165,128 189,989
---------------- ----------------
Adjustments to reconcile income to net
cash provided by discontinued operations:
Depreciation and amortization 51,026 158,856
Minority interest share of partnership income 3,116 16,469
Net change in assets and liabilities 34,314 (16,659)
---------------- ----------------
Total adjustments 88,456 158,666
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Net cash provided by discontinued operations 253,584 348,655
---------------- ----------------
Net cash provided by operating activities $2,293,028 $2,669,421
================ ================
See notes to consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. General - Presidential Realty Corporation ("Presidential" or the "Company"),
a Real Estate Investment Trust ("REIT"), is engaged principally in the ownership
of income producing real estate and in the holding of notes and mortgages
secured by real estate. Presidential operates in a single business segment,
investments in real estate related assets.
B. Principles of Consolidation - The consolidated financial statements include
the accounts of Presidential Realty Corporation and its wholly owned
subsidiaries. Additionally, the consolidated financial statements include 100%
of the account balances of UTB Associates and PDL, Inc. and Associates Limited
Co-Partnership ("Home Mortgage Partnership"), partnerships in which Presidential
or PDL, Inc., a wholly owned subsidiary of Presidential, is the General Partner.
All significant intercompany balances and transactions have been eliminated.
C. Net Income Per Share - Basic net income per share data is computed by
dividing the net income by the weighted average number of shares of Class A and
Class B common stock outstanding during each period. Basic net income per share
and diluted income per share are the same for the nine months ended September
30, 2002 and 2001. The dilutive effect of stock options is calculated using the
treasury stock method.
D. Basis of Presentation - The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information. The
results for such interim periods are not necessarily indicative of the results
to be expected for the year. In the opinion of management, all adjustments
(consisting of only normal recurring accruals) considered necessary for a fair
presentation of the results for the respective periods have been reflected.
These consolidated financial statements and accompanying notes should be read in
conjunction with the Company's Form 10-K for the year ended December 31, 2001.
E. Management Estimates - In preparing the consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the date of the consolidated balance sheets and the
reported amounts of income and expense for the reporting period. Actual results
could differ from those estimates.
F. Adoption of Recent Accounting Pronouncements - The Company adopted Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets" on January 1, 2002. Implementation of this statement did not
have a material impact on the Company's financial statements. On January 1,
2002, the Company also adopted SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". This statement requires that the operations
related to the properties that have been sold or properties that are intended to
be sold be presented as discontinued operations in the statements of operations
for all periods presented and properties intended to be sold are to be
designated as "held for sale" on the balance sheet.
G. New Accounting Pronouncements - In April, 2002, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 145, "Rescission of SFAS No. 4, 44 and
64, Amendment of SFAS No. 13, and Technical Corrections". SFAS No. 145, among
other things, rescinds SFAS No. 4 "Reporting Gains and Losses from
Extinguishment of Debt", and accordingly, the reporting of gains or losses from
the early extinguishment of debt as extraordinary items will only be required
if they meet the specific criteria for extraordinary items included in
Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations". The rescission of SFAS No. 4 is effective January 1, 2003.
Management believes that adoption of this statement will not have a material
effect on the Company's financial statements.
In July, 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" (effective January 1, 2003). SFAS No. 146
replaces current accounting literature and requires the recognition of costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. The Company does not
anticipate the adoption of this statement will have a material effect on the
Company's financial statements.
H. Reclassification - Certain prior year amounts have been reclassified to
conform with the 2002 presentation for discontinued operations and assets held
for sale (see Note 1-F).
2. REAL ESTATE
Real estate is comprised of the following:
September30, December 31,
2002 2001
------------ ------------
Land $ 7,918,688 $ 7,919,970
Buildings and leaseholds 49,735,141 49,326,264
Furniture and equipment 395,758 380,969
----------- ------------
Total real estate $58,049,587 $57,627,203
=========== ============
For the nine months ended September 30, 2002, four of the properties owned by
the Company represented 30%, 17%, 14% and 12% of total rental income. Four
properties represented 29%, 19%, 14% and 11% of total rental income for the nine
months ended September 30, 2001.
3. MORTGAGE PORTFOLIO
The components of the net mortgage portfolio at September 30, 2002 and December
31, 2001 are as follows:
Sold Related
September 30, 2002 Properties Parties Total
- ------------------ ----------- ---------- -----------
Notes receivable $25,600,127 $1,334,960 $26,935,087
Less: Discounts 1,428,581 104,027 1,532,608
Deferred gains 6,555,148 837,919 7,393,067
----------- ---------- -----------
Net mortgage portfolio $17,616,398 $ 393,014 $18,009,412
=========== ========== ===========
December 31, 2001
- -----------------
Notes receivable $27,304,364 $1,378,999 $28,683,363
Less: Discounts 1,256,682 106,451 1,363,133
Deferred gains 10,052,445 857,856 10,910,301
----------- ---------- -----------
Net mortgage portfolio $15,995,237 $ 414,692 $16,409,929
=========== ========== ===========
At September 30, 2002, all of the notes in the Company's mortgage portfolio are
current.
During the nine months ended September 30, 2002, the Company received $256,000
in principal payments on its Mark Terrace note.
In April, 2002, the $12,300,000 New Haven note secured by a second mortgage on
the Encore Apartments in New York, New York was modified. Under the terms of the
modification, Presidential received a principal repayment of $3,750,000 and
additional interest of $369,000 (which was due under the terms of the original
note). The $8,550,000 balance of the $12,300,000 note was modified to extend the
maturity date from June 29, 2002 until April 30, 2009 and to provide for
interest payable monthly at annual rates of 11% through June 30, 2002, 9% from
July 1, 2002 through April 18, 2004, 10% from April 19, 2004 through April 18,
2007 and 10-1/2% from April 19, 2007 through maturity and additional interest of
$171,000 due at maturity, which will increase the effective interest rate to
10.17% per annum. The $8,550,000 note is secured in part by a second mortgage on
the Encore apartment property and by a pledge of the ownership interests in the
entity owning the Encore Apartments. In connection with the modification,
Presidential received a $21,375 commitment fee and recognized a previously
deferred gain of $3,750,000.
In May, 2002, UTB Associates, a partnership in which the Company holds a
66-2/3% interest, finalized a settlement of certain litigation issues with
University Towers Owners Corp. UTB Associates was a tenant under a lease (the
"Professional Space Lease") of 24,400 square feet of professional office space
at University Towers, a cooperative apartment building in New Haven,
Connecticut. Since 1999, UTB Associates and University Towers Owners Corp., the
cooperative corporation, had been in litigation regarding the termination of the
Professional Space Lease. In September, 2001, the court terminated the
Professional Space Lease and, as a result, effective September 1, 2001,
operation of the Professional Space Lease property was relinquished to the
cooperative corporation. UTB Associates appealed the decision and pending the
outcome of the appeal, UTB Associates and the cooperative corporation reached an
agreement to settle the various issues involved in the litigation. Under the
terms of the settlement, UTB Associates agreed to the cancellation of the lease
and the cooperative corporation received rights to the subleases and the
associated tenant improvements. In return, UTB Associates will receive payments
from the cooperative corporation (that effectively began April 1, 2002 under the
terms of a $660,000 non-interest bearing promissory note) over a nine-year
period in the amount of approximately $5,833 per month for the first three years
and $6,250 per month for the last six years. As part of the settlement,
Presidential transferred to the cooperative corporation its interest in the
Towers Shopping Parcade property which is used for parking for tenants at the
professional space property and in return will receive under the terms of a
$190,000 non-interest bearing promissory note a monthly payment of approximately
$1,759 for the next nine years starting April 1, 2002.
The net book value of the assets transferred to the cooperative corporation in
May, 2002 was $212,488 and $3,146 by UTB Associates and Presidential,
respectively. After closing costs, UTB Associates recorded a deferred gain on
sale of $171,191 and a discount of $211,607. Presidential recorded a deferred
gain on sale of $121,757 and a discount of $60,097.
In July, 2002, the Company made a $1,775,000 loan secured by three apartment
properties located in New Jersey and a $887,500 personal guarantee from the
borrowers. These properties also secure the $4,000,000 Fairfield Towers Second
Mortgage and a $1,100,000 loan to the same borrowers. The new loan requires
monthly interest payments at the rate of 11.5% per annum and the entire
principal amount is due at maturity in July, 2003.
4. MINORITY PARTNERS' INTEREST
Presidential is the General Partner of UTB Associates and PDL, Inc. (a wholly
owned subsidiary of Presidential) is the General Partner of Home Mortgage
Partnership. Presidential has a 66-2/3% interest in UTB Associates, and
Presidential and PDL, Inc. had an aggregate 27% interest in Home Mortgage
Partnership at December 31, 2001 and purchased an additional 2% interest in
January, 2002 for a purchase price of $118,000. As the General Partner of these
partnerships, Presidential and PDL, Inc., respectively, exercise effective
control over the business of these partnerships and, accordingly, Presidential
consolidates these partnerships in the accompanying financial statements. The
minority partners' interest reflects the minority partners' equity in the
partnerships.
The minority partners' interest in the Home Mortgage Partnership is a negative
interest and therefore, minority partners' interest is a net asset on the
Company's financial statements. The negative basis for each partner's interest
in the Home Mortgage Partnership is due to the refinancing of the mortgage on
the property and the distribution of the proceeds to the partners in prior
years. The nonrecourse mortgage debt, which is included in the Company's
financial statements, is substantially in excess of the net carrying amount of
the property, but the Company's management believes that the estimated fair
value of the property is greater than the mortgage debt. Thus, the asset
recorded as minority partners' interest should be realized upon any sale of the
property.
Minority partners' interest is comprised of the following:
September 30, December 31,
2002 2001
------------ ------------
Home Mortgage Partnership $7,651,480 $7,835,035
UTB Associates (212,654) (211,974)
------------ ------------
Total minority partners' interest $7,438,826 $7,623,061
============ ============
5. DISCONTINUED OPERATIONS
For the periods ending September 30, 2002 and 2001, income from discontinued
operations relates to the University Towers Professional Space Lease property
and the Towers Shoppers Parcade property, which were sold during the second
quarter of 2002 as discussed in Note 3, and the Sunwood Apartments property
located in Miami, Florida, which was sold in August of 2002. In April, 2002, the
Sunwood Apartments property was classified as assets held for sale and the
Company discontinued depreciation on the property as of March 31, 2002. The
following table summarizes income and expense for the properties sold.
Nine Months Ended Three Months Ended
September 30, September 30,
----------------- ------------------
2002 2001 2002 2001
---- ---- ---- ----
Income:
Rental income $749,857 $1,182,892 $190,088 $357,406
Investment income 731 2,550 (291) 383
-------- ---------- -------- --------
Total 750,588 1,185,442 189,797 357,789
-------- ---------- -------- --------
Rental property expenses:
Operating expenses 246,852 493,360 72,797 159,492
Interest on mortgage debt 204,388 232,128 51,549 77,084
Real estate taxes 80,078 94,640 19,137 31,547
Depreciation on real estate 44,528 151,869 51,336
Amortization of mortgage
costs 6,498 6,987 1,643 2,357
Minority interest share of
partnership income 3,116 16,469 (33) (473)
-------- ---------- -------- --------
Total 585,460 995,453 145,093 321,343
-------- ---------- -------- --------
Income from discontinued
operations $165,128 $ 189,989 $ 44,704 $ 36,446
======== ========== ======== =========
On August 30, 2002, the Company consummated the sale of its Sunwood Apartments
property in Miami, Florida to Sunwood Development LLC for a sales price of
$8,000,000 pursuant to a contract for the sale executed in February, 2002. The
net cash proceeds of sale, after repayment of the $4,641,879 first mortgage
loan, a brokerage fee of $240,000 and other expenses of sale of $34,429, were
$3,083,692. The carrying value of the Sunwood Apartments property was $6,009,837
(net of accumulated deprecation of $611,303). Presidential has, for financial
reporting purposes, recognized a gain from the sale of $1,331,194 net of Federal
taxes of $315,000. For the nine months ended September 30, 2002, this property
had gross revenues of $750,637 and operating income of $165,729.
The assets and liabilities of the Sunwood Apartments property are segregated in
the consolidated balance sheet at December 31, 2001. The components are as
follows:
December 31,
2001
------------
Assets held for sale:
Land $1,680,000
Building 4,924,189
Furniture and equipment 8,145
Less: accumulated depreciation (567,195)
------------
Net real estate 6,045,139
Other assets 174,402
------------
Total $6,219,541
============
Liabilities related to assets held for sale:
Mortgage debt $4,685,886
Other liabilities 94,103
-----------
Total $4,779,989
===========
6. INCOME TAXES
Presidential has elected to qualify as a Real Estate Investment Trust under the
Internal Revenue Code. A REIT which distributes at least 95% of its real estate
investment trust taxable income to its shareholders each year by the end of the
following year and which meets certain other conditions will not be taxed on
that portion of its taxable income which is distributed to its shareholders.
Upon filing the Company's income tax return for the year ended December 31,
2001, Presidential applied its available 2001 stockholders' distributions and
elected to apply (under Section 858 of the Internal Revenue Code) approximately
$838,000 of its 2002 stockholders' distributions to reduce its taxable income
for 2001 to zero.
Furthermore, the Company had taxable income (before distributions to
stockholders) for the nine months ended September 30, 2002 of approximately
$4,847,000 ($1.30 per share), which included approximately $4,478,000 ($1.20 per
share) of capital gains. This amount will be reduced by the amount of
undistributed capital gains designated as paid under Section 857(b)(3)(D) (see
below) and by the 2002 distributions that were not utilized in reducing the
Company's 2001 taxable income. In addition, the Company may elect to apply any
eligible year 2003 distributions to reduce its 2002 taxable income.
Under the provisions of the Internal Revenue Code, Section 857(b)(3)(D),
Presidential may elect to designate and retain net long-term capital gains
received in 2002. The Company currently expects to designate and retain
approximately $900,000 ($0.24 per share) of net long-term capital gains and has
accrued $315,000 ($0.08 per share) of income tax at September 30, 2002. If such
election is made, each shareholder will (i) include its pro rata share of the
Company's retained capital gain in computing its long-term capital gain, (ii)
receive a tax credit for its pro rata share of the tax paid by Presidential and
(iii) increase the tax basis of its shares by the difference between the amount
of capital gain allocated to it and the tax credit received. Retaining this
capital gain will not affect Presidential's REIT status which it intends to
maintain. In addition, although no assurances can be given, the Company
currently expects to distribute all of its remaining 2002 taxable income (after
the $900,000 capital gain expected to be retained) during 2002 and 2003.
Presidential has, for tax purposes, reported the gain from the sale of certain
of its properties using the installment method.
7. COMPREHENSIVE INCOME
The Company's other comprehensive income or loss consists of the changes in
unrealized gain (loss) on the Company's securities available for sale and the
change in the minimum pension liability adjustment. Thus, comprehensive income,
which consists of net income plus or minus other comprehensive income, for the
nine months ended September 30, 2002 and 2001 was $5,617,172 and $2,306,521,
respectively.
8. COMMITMENTS AND CONTINGENCIES
Presidential is not a party to any material legal proceedings. The Company may
be a party to routine litigation incidental to the ordinary course of its
business.
In the opinion of management, all of the Company's properties are adequately
covered by insurance in accordance with normal insurance practices. The Company
is not aware of any environmental issues at any of its properties. The presence,
with or without the Company's knowledge, of hazardous substances at any of its
properties could have an adverse effect on the Company's operating results and
financial condition.
9. SUBSEQUENT EVENT
Subsequent to September 30, 2002, the notes due from University Towers Owners
Corp. were repaid in full. Under the terms of the notes, the prepayment price
was equal to the present value of the projected note payments calculated at a
discount rate of 3% per annum. As a result, UTB Associates and the Company
received a total prepayment of $696,624 after a discount of $92,635. UTB
Associates and the Company will recognize deferred gains of $275,356 and
$146,815 from the sale of the Professional Space Lease property and the Towers
Shopping Parcade property, respectively.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
Results of Operations
Financial Information for the nine months ended September 30, 2002 and 2001:
- ----------------------------------------------------------------------------
Revenue decreased by $317,782 primarily as a result of decreases in interest
income on mortgages-sold properties and in investment income. These decreases
were partially offset by increases in interest income on mortgages-related
parties and rental income.
Rental income increased by $37,684. Although rental income increased at a
majority of the Company's rental properties, rental income at Preston Lake
Apartments decreased by $240,451 due to an increase in vacancy losses of
$131,297 and decreases in rental income of $108,754. The rental market in the
Tucker, Georgia area continues to be plagued by a struggling economy and in
order to increase the occupancy level at this property, the Company has reduced
the rental rates for new occupancies.
Interest on mortgages-sold properties decreased by $445,405 primarily due to the
$255,281 amortization of discount in 2001 on the Woodgate note as a result of
the principal payment received on that note in 2001. Interest income decreased
by $202,012 on the New Haven note receivable as a result of the $3,750,000
principal payment received on that note in April, 2002. In addition, interest
income on the Westgate note receivable decreased by $50,750 as a result of a
decrease in the interest rate which occurred in August 2001, in accordance with
the terms of the note. The interest rate on the note for the period August 1,
2001 through July 31, 2006 is 6.45% per annum and is based on the yield of
United States Treasury bills maturing on July 1, 2006 plus 150 basis points. The
prior interest rate was 7.9% per annum. These decreases were offset by interest
income of $41,959 earned on a new $1,775,000 loan made in July, 2002 with an
interest rate of 11.5% per annum.
Interest on mortgages - related parties increased by $118,917 primarily as a
result of an increase of $124,761 in payments of interest income received on the
Consolidated Loans.
Investment income decreased by $21,529 primarily as a result of a decrease in
interest rates on short term cash investments.
Costs and expenses increased by $404,544 primarily due to increases in a
majority of all categories of costs and expenses, offset by decreases in
interest on mortgages and minority interest share of partnership income.
General and administrative expenses increased by $182,955 primarily as a result
of increases of $130,109 in contractual pension and postretirement benefits
expenses and defined benefit plan expenses. In addition, listing and filing fee
expenses increased by $14,993, professional services increased by $20,193 and
franchise tax expense increased by $11,436.
Rental property operating expenses increased by $230,120 primarily as a result
of a $95,465 increase in insurance expense. In addition, bad debt expense
increased by $64,830, legal and professional fees increased by $31,988 and
repairs and maintenance expense increased by $85,550. These increases were
offset by decreases of $30,261 in payroll expense and $24,638 in snow removal
expense.
Real estate tax expense increased by $22,417 primarily as a result of increased
real estate taxes on five properties.
Minority interest share of partnership income decreased by $27,340 primarily due
to a decrease in partnership income on the Home Mortgage Plaza property as a
result of an increase in bad debt expense. In addition, the minority partners'
ownership percentage of the Home Mortgage Partnership decreased by 2% in
January, 2002.
Net gain from sales of properties are sporadic (as they depend on the timing of
sales or the receipt of installments or prepayments on purchase money notes). In
2002, the net gain from sales of properties was $3,840,654 compared with
$1,113,303 in 2001:
Gain from sales recognized at September 30, 2002 2001
---- ----
Deferred gains recognized upon receipt of
principal payments on notes:
New Haven - $3,750,000 principal payment $3,750,000 $
Woodgate - $1,175,500 principal payment 684,991
Mark Terrace 384,000
Overlook 19,937 19,625
Towers Shopping Parcade 6,764
University Towers Professional Space 9,078
330 West 72nd St. - co-op apt. notes 24,402 24,687
Sale of property:
6300 Riverdale Ave. apartment unit 30,473
----------- ----------
Net gain $3,840,654 $1,113,303
=========== ==========
Income from discontinued operations, net of minority interest, decreased by
$24,861 primarily due to decreased income of $26,696 from the Professional Space
Lease property in 2002 (see below).
The net gain from sale of discontinued operations of $1,331,194 in 2002
represents the net gain from the sale of the Sunwood Apartments property in
August, 2002 (see below).
Financial Information for the three months ended September 30, 2002 and 2001:
- ----------------------------------------------------------------------------
Revenue increased by $18,778 primarily as a result of increases in rental income
and interest income on mortgages-related parties, offset by decreases in
interest income on mortgages-sold properties.
Rental income increased by $57,614 as a result of increased rental income at a
majority of the Company's properties. Rental income at Preston Lake Apartments
decreased by $90,227 as a result of increased vacancy losses and decreased
rental income.
Interest on mortgages-sold properties decreased by $99,703 primarily due to a
decrease in interest income of $149,117 on the New Haven note receivable which
was partially offset by interest income of $41,959 earned on the new $1,775,000
loan.
Interest on mortgages-related parties increased by $59,931 primarily as a result
of an increase of $62,485 in payments of interest income received on the
Consolidated Loans.
Costs and expenses increased by $285,097 primarily due to increases in general
and administrative expenses, rental property operating expenses and minority
interest share of partnership income.
General and administrative expenses increased by $114,728 primarily as a result
of increases of $43,368 in contractual pension and postretirement benefits
expenses and defined benefit plan expenses. Salaries increased by $49,149 as a
result of a $21,067 increase in contractual executive bonuses and a $28,082
increase in salary expenses for the quarter. In addition, professional services
increased by $13,960 and travel and meals expenses increased by $8,610 as a
result of expenditures for the proposed acquisition of a new rental property
which was not consummated.
Rental property operating expenses increased by $155,508 primarily as a result
of a $72,620 increase in repairs and maintenance, a $40,357 increase in bad debt
expense, a $22,750 increase in utility expenses and increases of $19,781 in
other operating expenses.
Minority interest share of partnership income increased by $14,453 primarily due
to an increase in partnership income on the Home Mortgage Plaza property as a
result of an increase in rental income, offset by an increase in bad debt
expense and a decrease in minority partners' ownership percentage.
Net gain from sales of properties are sporadic (as they depend on the timing of
sales or the receipt of installments or prepayments on purchase money notes). In
2002, the net gain from sales of properties was $69,612 compared with $134,705
in 2001:
Gain from sales recognized at September 30, 2002 2001
---- ----
Deferred gains recognized upon receipt of
principal payments on notes:
Towers Shopping Parcade $ 3,382 $
University Towers Professional Space 4,539
Mark Terrace 128,000
Overlook 6,816 6,705
330 West 72nd St. - co-op apt. note 24,402
Sale of property:
6300 Riverdale Ave. apartment unit 30,473
------- --------
Net gain $69,612 $134,705
======= ========
The net gain from sale of discontinued operations of $1,331,194 in 2002
represents the net gain from the sale of the Sunwood Apartments property in
August, 2002 (see below).
Funds From Operations
Funds from operations ("FFO") represents net income computed in accordance with
accounting principles generally accepted in the United States of America
("GAAP"), excluding gains (losses) from sales of properties, plus depreciation
and amortization on real estate. FFO is calculated in accordance with the
National Association of Real Estate Investment Trusts ("NAREIT") definition. FFO
does not represent cash generated from operating activities in accordance with
GAAP, which is disclosed in the Consolidated Statements of Cash Flows included
in the financial statements, and is not necessarily indicative of cash available
to fund cash requirements. There are no material legal or functional
restrictions on the use of FFO. FFO should not be considered as an alternative
to net income as an indicator of the Company's operating performance or as an
alternative to cash flows as a measure of liquidity. Management considers FFO a
supplemental measure of operating performance and along with cash flow from
operating activities, financing activities and investing activities, it provides
investors with an indication of the ability of the Company to incur and service
debt, to make capital expenditures and to fund other cash requirements.
FFO, as calculated in accordance with the NAREIT definition, is summarized in
the following table:
Nine months ended Three months ended
September 30, September 30,
----------------- ------------------
2002 2001 2002 2001
---- ---- ---- ----
Net Income $5,616,639 $2,305,281 $1,519,955 $511,915
Net gain from sale of properties (3,840,654) (1,113,303) (69,612) (134,705)
Net gain from sale of
discontinued operations (1,331,194) (1,331,194)
Depreciation and amortization
on real estate 1,211,120 1,181,467 407,776 397,313
Depreciation and amortization
on real estate of
discontinued operations 44,528 151,869 51,336
---------- ---------- ---------- --------
Funds From Operations $1,700,439 $2,525,314 $ 526,925 $825,859
========== ========== ========== ========
Distributions paid to
shareholders at September 30 $1,791,884 $1,782,877 $ 598,008 $594,821
========== ========== ========== ========
FFO payout ratio 105.4% 70.6% 113.5% 72.0%
========== ========== ========== ========
Cash flows from:
Operating activities $ 2,293,028 $ 2,669,421
=========== ===========
Investing activities $ 9,770,266 $ 283,644
=========== ===========
Financing activities $(7,373,316) $(2,664,560)
=========== ===========
Balance Sheet
Net mortgage portfolio increased by $1,599,483 primarily as a result of a
$1,775,000 loan made in July, 2002. The $1,775,000 loan is secured by three
apartment properties in New Jersey and a $887,500 personal guarantee from the
borrowers. The loan has an interest rate of 11.50% per annum and matures in
July, 2003. In connection with the sale of the Professional Space Lease property
and the Towers Shopping Parcade property, the Company received $850,000 in
non-interest bearing notes and recorded discounts of $271,704 and deferred gains
on sale of $292,948, for a net increase of $285,348. These increases were
partially offset by principal payments of $256,000 received on the Mark Terrace
note and principal payments of $246,435 received on sold co-op apartment notes.
In addition, in April, 2002, the Company received a $3,750,000 principal payment
on the $12,300,000 New Haven note receivable and recognized a deferred gain of
$3,750,000.
At December 31, 2001 assets held for sale were $6,219,541 and liabilities
related to assets held for sale were $4,779,989. These assets and liabilities
were related to the Sunwood Apartments property which was sold on August 30,
2002 (see below).
Prepaid expenses and deposits in escrow increased by $485,454 as a result of
increases of $131,868 in prepaid expenses (primarily insurance and real estate
tax) and increases of $353,586 in deposits in escrow.
Other receivables decreased by $273,863 primarily as a result of the receipt of
$369,000 of additional interest due on the New Haven note receivable.
Cash and cash equivalents increased by $4,689,978 primarily as a result of the
receipt of the $3,083,692 net proceeds from the sale of the Sunwood Apartments
property and a principal repayment of $3,750,000 received on the New Haven note.
These increases were partially offset by a $1,775,000 loan made in July, 2002.
Accrued liabilities increased by $181,868 primarily as a result of a $283,257
increase in accrued real estate taxes, which taxes are paid from escrow accounts
when they become due. This increase was partially offset by decreases in other
accrued liabilities.
The Company currently expects to designate an undistributed capital gain
dividend of approximately $900,000 for the taxable year ended December 31, 2002.
As a result, $315,000 has been accrued for federal income taxes payable on the
estimated $900,000 undistributed long-term capital gain.
Other liabilities increased by $125,646 as a result of an increase of $83,089 in
deferred income and an increase of $42,557 in tenant security deposits.
In January, 2002, three directors of the Company were each given 1,000 shares of
the Company's Class B common stock as partial payment for directors fees for the
2002 year. The shares were valued at $6.511 per share, which was the average
market value for the previous month of the Class B common stock, and,
accordingly, the Company recorded $19,533 in prepaid directors fees (to be
amortized during 2002) based on the average market value of the stock. The
Company recorded additions to the Company's Class B common stock of $300 at par
value of $.10 per share and $19,233 to additional paid-in capital.
Forward-Looking Statements
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include statements regarding the intent, belief or
current expectations of the Company and its management and involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among other things, the
following: general economic and business conditions, which will, among other
things, affect the demand for apartments or commercial space, availability and
creditworthiness of prospective tenants, lease rents and the terms and
availability of financing; adverse changes in the real estate markets including,
among other things, competition with other companies; risks of real estate
development and acquisition; governmental actions and initiatives; and
environment/safety requirements.
Liquidity and Capital Resources
Management believes that the Company has sufficient liquidity and capital
resources to carry on its existing business and, barring any unforeseen
circumstances, to pay the dividends required to maintain REIT status in the
foreseeable future. Except as discussed herein, management is not aware of any
other trends, events, commitments or uncertainties that will have a significant
effect on liquidity.
Presidential obtains funds for working capital and investment from its
available cash and cash equivalents, from operating activities, from refinancing
of mortgage loans on its real estate equities or from sales of such equities,
and from repayments on its mortgage portfolio. The Company also has at its
disposal a presently unused $250,000 unsecured line of credit from a lending
institution.
At September 30, 2002, Presidential had $7,247,318 in available cash and cash
equivalents, an increase of $4,689,978 from the $2,557,340 at December 31, 2001.
This increase in cash and cash equivalents was due to cash provided by operating
activities of $2,293,028 and cash provided by investing activities of
$9,770,266, offset by cash used in financing activities of $7,373,316.
Operating Activities
Cash from operating activities includes interest on the Company's mortgage
portfolio and net cash received from rental property operations, which were
$2,523,940 and $1,522,343 in 2002, respectively. Net cash received from rental
property operations is net of distributions from partnership operations to
minority partners but before additions and improvements and mortgage
amortization.
Investing Activities
Presidential holds a portfolio of mortgage notes receivable. During 2002, the
Company received principal payments of $4,373,276 on its mortgage portfolio of
which $4,227,745 represented prepayments and balloon payments. Prepayments and
balloon payments are sporadic and cannot be relied upon as a regular source of
liquidity.
In July, 2002, the Company made a $1,775,000 mortgage loan. The loan has an
annual interest rate of 11.50% and the entire principal balance is due at
maturity in July, 2003.
During 2002, the Company invested $438,257 in additions and improvements to
its properties and purchased an additional 2% interest in the Home Mortgage
Partnership for a purchase price of $118,000.
Financing Activities
The Company's indebtedness at September 30, 2002, consisted of $54,087,453 of
mortgage debt. The mortgage debt, which is collateralized by individual
properties, is nonrecourse to the Company with the exception of the $216,274
Mapletree Industrial Center mortgage, which is collateralized by the property
and a guarantee of repayment by Presidential. In addition, some of the Company's
mortgages provide for recourse against the borrower for damages resulting from
specified acts or circumstances, such as for environmental liabilities and
fraud. Generally, mortgage debt repayment is serviced with cash flow from the
operations of the individual properties. During 2002, the Company made $447,309
of principal payments on mortgage debt.
The mortgages on the Company's properties are at fixed rates of interest. The
majority of the mortgages have balloon payments due at maturity with the
exception of three mortgages which are self-liquidating.
During the first nine months of 2002, Presidential declared and paid cash
distributions of $1,791,884 to its shareholders and received proceeds from its
dividend reinvestment and share purchase plan of $94,076.
Discontinued Operations
Effective January 1, 2002, the Company adopted the Financial Accounting
Standards Board Statement No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", which requires that the operations of properties that have
been sold or are being held for sale be presented as discontinued operations in
the statement of operations for all periods presented and properties that are
being held for sale be designated as assets "held for sale" on the balance
sheet.
During the nine months ended September 30, 2002, the Company sold the University
Towers Professional Space Lease, the Towers Shopping Parcade property and the
Sunwood Apartments property. Income from discontinued operations for the nine
months ended September 30, 2002 and 2001 was $165,128 and $189,989,
respectively. Income from discontinued operations for the three months ended
September 30, 2002 and 2001 was $44,704 and $36,446, respectively. Net gain from
the sale of discontinued operations for the nine months and the three months
ended September 30, 2002, was $1,331,994. The net gain from sale includes a
provision for income taxes of $315,000 (see below).
The assets and related liabilities of the Sunwood Apartments property had been
designated as "held for sale". Assets held for sale at December 31, 2001 were
$6,219,541. Liabilities related to assets held for sale at December 31, 2001
were $4,779,989. The Sunwood Apartments property was sold on August 30, 2002.
Cash from discontinued operations for the periods ended September 30, 2002 and
2001 was as follows: cash provided by operating activities was $253,584 and
$348,655, cash provided by (used in) investing activities was $7,688,060 and
$(19,236) and cash used in financing activities was $4,685,886 and $50,765,
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, 2002, the Consolidated Loans
have an outstanding principal balance of $4,770,050 and a zero net carrying
value. Pursuant to existing agreements, the Company is entitled to receive, as
payments of principal and interest on the Consolidated Loans, 25% of the cash
flow of Scorpio Entertainment, Inc. ("Scorpio"), a company owned by two of the
Ivy principals (Messrs. Baruch and Viertel), to carry on theatrical productions.
Scorpio is one of the producers of "The Producers", a much acclaimed Broadway
show which opened in April of 2001. Presidential expects to receive from Scorpio
approximately $210,000 per year for as long as "The Producers" continues to run
at capacity on Broadway, which amount will be applied to unpaid and unaccrued
interest on the Consolidated Loans and recognized as income. The $210,000
projected amount is an estimate only and assumes that the cash flow from
Scorpio's other activities continues to be sufficient to satisfy its overhead
requirements. While the continued profitability of any Broadway production is by
its nature uncertain and any estimate of Presidential's future cash flow from
"The Producers" must be viewed as speculative, it is also possible that
Presidential could receive substantially more than $210,000 per year from
Scorpio as a result of Scorpio's interest in future tours and overseas
productions of the show, although any income from these sources is too
speculative to project. During the nine months ended September 30, 2002, the
Company received $168,069 of interest income on the Consolidated Loans.
Loan Modification
The Company's $12,300,000 note secured by a second mortgage on the Encore
Apartments in New York, New York was due to mature on June 29, 2002. In April,
2002, the Company modified the terms of this note with the borrower. Under the
terms of the modification, Presidential received a $3,750,000 principal
repayment, a $21,375 commitment fee on the $8,550,000 outstanding balance and
additional interest of $369,000 (which was due under the terms of the original
note). The $8,550,000 balance of the $12,300,000 note was modified to extend the
maturity date from June 29, 2002 to April 30, 2009 and to provide for interest
payable monthly at annual interest rates of 11% through June 30, 2002, 9% from
July 1, 2002 through April 18, 2004, 10% from April 19, 2004 through April 18,
2007 and 10-1/2% from April 19, 2007 through maturity. Presidential will also
receive an additional interest payment of $171,000 at maturity, which will
increase the effective interest rate for the modified loan term to 10.17% per
annum.
Professional Space Lease Property
UTB Associates, a partnership in which the Company holds a 66-2/3% interest, was
a tenant under a lease (the "Professional Space Lease") of 24,400 square feet of
professional office space at University Towers, a cooperative apartment building
in New Haven, Connecticut. From 1999 through 2001, UTB Associates and University
Towers Owners Corp., the cooperative corporation, were in litigation regarding
the termination of the Professional Space Lease, and in September, 2001, the
court terminated the Professional Space Lease. As a result of the outcome of the
litigation, effective September 1, 2001, operation of the Professional Space
Lease property was relinquished to the cooperative corporation. UTB Associates
appealed the decision and pending the outcome of the appeal, UTB Associates and
the cooperative corporation reached an agreement to settle the various issues
involved in the litigation and a settlement was finalized in May, 2002. Under
the terms of the settlement, UTB Associates agreed to the cancellation of the
lease and the cooperative corporation received rights to the subleases and the
associated tenant improvements. As a part of the settlement, Presidential
transferred its interest in the Towers Shopping Parcade property, which is used
for parking for tenants at the Professional Space Lease property, to the
cooperative corporation. UTB Associates and the Company received non-interest
bearing notes from the cooperative corporation in the total amount of $850,000
for the transfers of the Professional Space Lease and the Towers Shopping
Parcade property.
As a result of the settlement, UTB Associates recorded a $660,000 note
receivable, a discount of $211,607 and a deferred gain on sale of $171,191 for a
net carrying value of $277,202. The book basis of the assets transferred was
$212,488 and expenses of sale were $64,714. UTB Associates will receive monthly
payments on the note over a nine-year period in the amount of $70,000 per year
for the first three years and $75,000 per year for the last six years.
As a result of the transfer of the Towers Shopping Parcade property, the Company
recorded a $190,000 note receivable, a discount of $60,097 and a deferred gain
on sale of $121,757 for a net carrying value of $8,146. The book basis of the
assets transferred was $3,146 and the expenses of sale were $5,000. The Company
will receive monthly payments on the note over the next nine years in the amount
of $21,111 per year.
Sale of Sunwood Apartments
On August 30, 2002, the Company consummated the sale of its Sunwood Apartments
property in Miami, Florida to Sunwood Development LLC for a sales price of
$8,000,000 pursuant to a contract for the sale executed in February, 2002. The
net cash proceeds of sale, after repayment of the $4,641,879 first mortgage
loan, a brokerage fee of $240,000 and other expenses of sale of $34,429, were
$3,083,692. Presidential had intended to purchase an exchange property pursuant
to a tax free exchange under Section 1031 of the Internal Revenue Code, however,
Presidential did not find a suitable property in the allotted time frame and the
proceeds from the sale were released from escrow.
The taxable capital gain from the sale of Sunwood Apartments property is
approximately $1,849,000 ($0.49 per share). In addition to its regular annual
cash distribution of $.64 per share, Presidential expects to elect to designate
an undistributed capital gain dividend of approximately $900,000 ($0.24 per
share) and pay federal income taxes of $315,000 ($0.08 per share) on the
retained dividend. Under the provisions of the Internal Revenue Code, Section
857(b)(3)(D), Presidential may elect to designate and retain long-term capital
gains. If such election is made, each shareholder will (i) include its pro rata
share of the retained capital gain in computing its long-term capital gain, (ii)
receive a tax credit for its pro rata share of the tax paid by Presidential and
(iii) increase the tax basis of its shares by the difference between the amount
of the capital gain allocated to it and the tax credit received.
The carrying value of the Sunwood Apartments property was $6,009,837 (net of
accumulated deprecation of $611,303). Presidential has, for financial reporting
purposes, recognized a gain from the sale (after a $315,000 provision for income
taxes) of $1,331,194. For the nine months ended September 30, 2002, this
property had gross revenues of $750,637 and operating income of $165,729.
Subsequent Event
Subsequent to September 30, 2002, the notes due from University Towers Owners
Corp. were repaid in full. Under the terms of the notes, the prepayment price
was equal to the present value of the projected note payments calculated at a
discount rate of 3% per annum. As a result, UTB Associates and the Company
received a total prepayment of $696,624 after a discount of $92,635. UTB
Associates and the Company will recognize deferred gains of $275,356 and
$146,815 from the sale of the Professional Space Lease property and the Towers
Shopping Parcade property, respectively.
CONTROLS AND PROCEDURES
(a) Within the 90 days prior to the filing of this quarterly report on Form
10-Q, the Company carried out an evaluation, under the supervision and
with the participation of our Chief Executive Officer and Chief
Financial Officer of the effectiveness of the design and operation of
its disclosure controls and procedures. Based on this evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting
them to material information required to be included in this report.
(b) There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal
controls subsequent to the date we carried out this evaluation.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
99.1 Certification of Chief Executive Officer of the Company pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer of the Company pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(b) During the calendar quarter ender September 30, 2002, the Company filed
a Form 8-K on September 11, 2002 which disclosed under Item 5 - Other
Events and Regulation FD Disclosure the sale of Sunwood Apartments.
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, 2002 By: /s/ Jeffrey F. Joseph
--------------------------
Jeffrey F. Joseph
President and Chief Executive Officer
DATE: November 12, 2002 By: /s/ Elizabeth Delgado
--------------------------
Elizabeth Delgado
Treasurer
CERTIFICATION
I, Jeffrey F. Joseph, Chief Executive Officer of Presidential Realty
Corporation (the "Company") certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the Audit Committee
of the Board of Directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to
record, process, summarize and report financial data and have
identified for the Company's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's
internal controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
DATE: November 12, 2002 By: /s/ Jeffrey F. Joseph
--------------------------
Jeffrey F. Joseph
Chief Executive Officer
CERTIFICATION
I, Thomas Viertel, Chief Financial Officer of Presidential Realty Corporation
(the "Company") certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the Audit Committee
of the Board of Directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to
record, process, summarize and report financial data and have
identified for the Company's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's
internal controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
DATE: November 12, 2002 By: /s/ Thomas Viertel
--------------------------
Thomas Viertel
Chief Financial Officer