UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2013

 

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: 001-08594

 

PRESIDENTIAL REALTY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		13-1954619
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

1430 Broadway Suite 503

New York, NY 10018

(Address of Principal Executive Office)

 

Registrant’s Telephone Number, Including Area Code:  (914) 948-1300

 

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ¨	Accelerated filer  ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

As of November 19, 2013, there were 442,533 shares of Class A common stock and 3,227,147 shares of Class B common stock outstanding.  

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES 

 

Index to Form 10-Q

For the Quarterly Period Ended

September 30, 2013

 

			Page
Part I		Financial Information (Unaudited)
Item 1.		Financial Statements
		Consolidated Balance Sheets (Unaudited)	1
		Consolidated Statements of Operations (Unaudited)	2
		Consolidated Statements of Cash Flows (Unaudited)	3
		Notes to Consolidated Financial Statements (Unaudited)	4-12
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.		Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.		Controls and Procedures	18
Part II		Other Information	18
Item 6.		Exhibits	19

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

 

										September 30,				December 31,
										2013				2012
										(Unaudited)
Assets
Real estate (Note 2)										$	1,114,413			$	1,111,534
Less: accumulated depreciation											501,398				465,016
Net real estate											613,015				646,518
Net mortgage portfolio											1,954				14,654
Prepaid expenses											175,373				253,330
Other receivables (net of valuation allowance of $9,395 in 2013 and  $7,506 in 2012 )											25,349				31,825
Cash											703,635				852,674
Assets related to discontinued operations											49,881				14,198,806
Other assets											16,636				11,988
Total Assets										$	1,585,843			$	16,009,795
Liabilities and Equity
Liabilities:
Liabilities related to discontinued operations										$	18,867			$	17,843,489
Mortgage payable											471,296				488,748
Line of Credit											300,000				-
Accrued liabilities											477,594				337,827
Accounts payable											-				7,559
Other liabilities											657,400				633,815
Total Liabilities											1,925,157				19,311,438
Presidential Stockholders' Deficit:
Common stock: par value $.00001 per share
		September 30, 2013				December 31, 2012
Class A
Authorized:			700,000				700,000
Issued:			471,633				471,633				5				5
Treasury:			29,100				29,100
Class B
Authorized:			999,300,000				999,300,000
Issued:			3,756,842				3,756,842				38				38
Treasury:			529,695				529,695
Additional paid-in capital											5,254,135				5,254,135
Accumulated deficit											(2,221,402	)			(3,717,861	)
Treasury stock (at cost)											(2,879,354	)			(2,879,354	)
Total Presidential stockholders' deficit											153,422				(1,343,037	)
Non-controlling interest											(492,736	)			(1,958,606	)
Total Deficit											(339,314	)			(3,301,643	)
Total Liabilities and Stockholders' Deficit										$	1,585,843			$	16,009,795

 

See notes to consolidated financial statements.

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2013				2012				2013				2012
Revenues:
Rental		$	207,377			$	193,585			$	635,050			$	570,025
Interest on mortgages - notes receivable			2,313				617				4,547				9,037
Total			209,690				194,202				639,597				579,062
Costs and Expenses:
General and administrative			260,259				225,238				879,782				767,343
Stock Based Compensation			-				-				-				98,667
Rental property:
Operating expenses			123,649				130,586				397,623				360,018
Interest and fees on mortgage debt			10,652				8,499				22,885				9,333
Real estate taxes			9,597				12,165				28,539				35,452
Depreciation on real estate			16,251				12,141				40,641				36,855
Amortization of in-place lease values and mortgage costs			-				-				-				132
Total			420,408				388,629				1,369,470				1,307,800
Other Income:
Interest income			1,135				2,456				3,634				5,654
Loss from continuing operations			(209,583	)			(191,971	)			(726,239	)			(723,084	)
Discontinued Operations (Note 3):
Loss from discontinued operations			(315,749	)			(436,277	)			(995,444	)			(1,009,050	)
Net gain from foreclosure of discontinued operations			4,684,012				-				4,684,012				-
Net Income (loss) from discontinued operations			4,368,263				(436,277	)			3,688,568				(1,009,050	)
Net Income (loss)			4,158,680				(628,248	)			2,962,329				(1,732,134	)
Net (Income) loss from non-controlling interest (Note 3) and (Note 5)			(1,737,748	)			172,066				(1,465,870	)			435,708
Net Income (loss)  attributable to Presidential		$	2,420,932			$	(456,182	)		$	1,496,459			$	(1,296,426	)
Earnings per Common Share attributable to Presidential basic :
Loss from continuing operations		$	(0.06	)		$	(0.05	)		$	(0.20	)		$	(0.20	)
Discontinued Operations:
Loss from discontinued operations			(0.05	)			(0.07	)			(0.16	)			(0.15	)
Net gain from foreclosure of discontinued operations			0.77				-				0.77				-
Total earnings per share from discontinued operations			0.72				(0.07	)			0.61				(0.15	)
Net Income (loss) per Common Share - basic		$	0.66			$	(0.12	)		$	0.41			$	(0.35	)
Net Income (loss) per Common Share -diluted		$	0.66			$	(0.12	)		$	0.41			$	(0.35	)
Weighted Average Number of Shares Outstanding -
basic			3,669,680				3,657,369				3,669,680				3,656,243
diluted			3,669,680				3,657,369				3,669,680				3,656,243

 

See notes to consolidated financial statements.

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS   (UNAUDITED)

 

		NINE MONTHS ENDED SEPTEMBER 30,
		2013				2012
Net income (loss)		$	2,962,329				(1,732,134	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization			43,480				36,855
Amortization of discounts on notes and fees			1,670				1,237
Stock Based compensation			-				101,467
Net gain from discontinued operations			(4,684,012	)			-
Changes in assets and liabilities:
Decrease (Increase) in:
Other receivables			6,476				(5,389	)
Discontinued operations assets			3,066,917				68,013
Prepaid expenses			75,117				159,481
Other assets			(4,648	)			-
Increase (decreases) in:
Accounts payable and accrued liabilities			132,209				(17,235	)
Discontinued operations liabilities			(2,058,602	)			1,006,748
Other liabilities			23,585				14,214
Total adjustments			(3,397,808	)			1,365,391
Net cash used in operating activities			(435,479	)			(366,743	)
Cash Flows from Investing Activities:
Payments received on notes receivable			11,030				10,363
Payments disbursed for capital improvements			(7,138	)			(3,932	)
Net cash provided by investing activities			3,892				6,431
Cash Flows from Financing Activities:
Proceeds of Line of credit			300,000				-
Proceeds of mortgage financing			-				459,620
Principal payments on mortgage debt			(17,452	)			(7,392	)
Net cash  provided by financing activities			282,548				452,228
Net (decrease) increase in Cash			(149,039	)			91,916
Cash, Beginning of period			852,674				961,240
Cash, End of period		$	703,635			$	1,053,156
Supplemental cash flow information:
Interest paid in cash		$	22,885			$	9,333

 

See notes to consolidated financial statements.

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. Organization and Summary of Significant Accounting Policies

 

Organization

 

Presidential Realty Corporation (“Presidential” or “the Company”) is a Delaware corporation organized in 1983 to succeed to the business of a company of the same name which was organized in 1961 to succeed to the business of a closely held real estate business founded in 1911. Since 1982, we have elected to be treated as a real estate investment trust (“REIT”) for Federal and State income tax purposes. We own, directly or indirectly, interests in real estate and interests in entities which own real estate.

 

On November 8, 2011, we and PDL Partnership, a New York general partnership (“PDL Partnership”), the general partners of which are Jeffrey F. Joseph (a director and former officer), Steven Baruch (a former director and former officer) and Thomas Viertel (a former director and former officer), entered into a series of transactions with certain investors and Signature Community Investment Group LLC (together with its affiliates, “Signature”)(“Strategic Transaction”). Signature is owned by Nickolas W. Jekogian, III, the promoter of the stock transactions included in the Strategic Transaction. The Strategic Transaction among other things resulted in the termination of our plan of liquidation.

 

Basis of Presentation and Going Concern Considerations

 

For the nine months ended September 30, 2013, the Company had a loss from continuing operations. This combined with a history of operating losses and working capital deficiency have been detrimental to our operations and could potentially affect our ability to meet our obligations and continue as a going concern. (See Note 7A3 of Notes to Consolidated Financial Statements). If the Company is required to pay any significant amounts under its guaranty related to our Hato Rey property, such a payment would also adversely impact our liquidity.  Our ability to continue as a going concern is dependent upon management’s successful execution of our business plan to achieve profitability, to increase working capital through raising debt and or equity and a successful defense of the claims against the Company under its guaranty related to the Hato Rey property. The accompanying consolidated financial statements do not include any adjustments that may result from this uncertainty.

 

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include all normal and recurring adjustments that are necessary for a fair presentation of the Company’s financial position and operating results. 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, 2012.

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. Organization and Summary of Significant Accounting Policies (Continued)

 

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 PDL, Inc. and Associates Limited Co-Partnership (the “Hato Rey Partnership”). PDL, Inc. (a wholly owned subsidiary of Presidential and the general partner of the Hato Rey Partnership) and Presidential own an aggregate 60% general and limited partnership interest in the Hato Rey Partnership (see Note 5). All significant intercompany balances and transactions have been eliminated.

 

Rental Revenue Recognition

 

The Company acts as lessor under operating leases. Rental revenue is recorded on the straight-line basis from the later of the date of the commencement of the lease or the date of acquisition of the property subject to existing leases, which averages minimum rents over the terms of the leases. Certain leases require the tenants to reimburse a pro rata share of real estate taxes, utilities and maintenance costs. Recognition of rental revenue is generally discontinued when the rental is delinquent for ninety days or more, or earlier if management determines that collection is doubtful.

 

Allowance for Doubtful Accounts

 

The Company assesses the collectability of amounts due from tenants and other receivables, using indicators such as past-due accounts, the nature and age of the receivable, the payment history and the ability of the tenant or debtor to meet its payment obligations. Management’s estimate of allowances for doubtful accounts is subject to revision as these factors change. Rental revenue is recorded on the accrual method and rental revenue recognition is generally discontinued when the tenant in occupancy is delinquent for ninety days or more. Bad debt expense is charged for vacated tenant accounts and subsequent receipts collected for those receivables will reduce bad debt expense. As of September 30, 2013 and December 31, 2012, the allowance for doubtful accounts for continuing operations relating to tenant obligations was $9,395 and $7,506, respectively.

 

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 (excluding nonvested stock options and shares) during each period. Diluted net loss per share is computed by dividing net income by the weighted average shares outstanding, including the dilutive effect, if any, of nonvested stock options and shares. For the three and nine months ended September 30, 2013 and 2012, the weighted average shares outstanding as used in the calculation of diluted income per share included 148,000 of vested stock options.

 

Cash

 

Cash includes cash on hand; cash in banks and money market funds.

 

Management Estimates

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In preparing the consolidated financial statements, 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.

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1.

Organization and Summary of Significant Accounting Policies (Continued)

 

Discontinued Operations

 

The Company follows the guidance of the presentation and property, plant, and equipment, with respect to long-lived assets classified as held for sale. The Accounting Standards Codification 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 the 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.

 

Accounting for Uncertainty in Income Taxes

 

The Company follows the guidance of the recognition of current and deferred income tax accounts, including accrued interest and penalties, in accordance with ASC 740-10-25. Under this guidance, if the Company’s tax positions in relation to certain transactions were examined and were not ultimately upheld, the Company would be required to pay an income tax assessment and related interest. Alternatively, the Company could elect to pay a deficiency dividend to its shareholders in order to continue to qualify as a REIT and the related interest assessment to the taxing authorities.

 

2.

Real Estate

 

Real estate included in continuing operations is comprised of the Maple Tree property as follows:

 

		September 30,				December 31,
		2013				2012
Land		$	79,100			$	79,100
Buildings			985,287				982,408
Furniture and equipment			50,026				50,026
			1,114,413				1,111,534
Accumulated depreciation			(501,398	)			(465,016	)
Total		$	613,015			$	646,518

 

Rental revenue from the Maple Tree property constituted all of the rental revenue for the Company during the three and nine months ended September 30, 2013 and 2012.

 

3.

Discontinued Operations

 

During the quarter ended March 31, 2012, the Company designated PDL, Inc. & Associates, Limited Co-partnership, Presidential Matmor Corp. and PDL, Inc. as discontinued operations. (see Note 4A)

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

3.

Discontinued Operations (continued)

  

The following table summarizes operations for the property discontinued:

 

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2013				2012				2013				2012
Revenues:
Rental		$	858,109			$	860,954			$	2,656,689			$	2,755,212
Expenses:
General and administrative expenes			-				2,371				-				6,004
Rental property expenses:
Operating			539,657				714,851				1,744,117				1,859,873
Interest on mortgage debt			556,131				502,028				1,673,956				1,661,279
Real estate taxes			78,742				78,742				236,122				236,227
Amortization of in place lease values			-				-				-				3,456
Total expense			1,174,530				1,297,992				3,654,195				3,766,839
Investment income			672				761				2,062				2,577
Loss from discontinued operations			(315,749	)			(436,277	)			(995,444	)			(1,009,050	)
Net gain from foreclosure of discontinued operations			4,684,012				-				4,684,012				-
Net Income (loss) from discontinued operations		$	4,368,263			$	(436,277	)		$	3,688,568			$	(1,009,050	)

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

3.

Discontinued Operations (continued)

 

The following table summarized the assets and liabilities for property discontinued:

 

		September 30,				December 31,
		2013				2012
Assets related to discontinued operations:
Land			-			$	1,905,985
Buildings			-				13,829,390
Furniture and equipment			-				6,375
Less: accumulated depreciation			-				(2,087,424	)
Net real estate			-				13,654,326
Other assets			49,881				544,480
Total assets related to discontinued operations		$	49,881			$	14,198,806
Liabilities related to discontinued operations:
Mortgage debt		$	-			$	14,009,797
Mortgage related interest and fees			-				3,287,507
Other liabilities			18,867				546,185
Total liabilities related to discontinued operations		$	18,867			$	17,843,489

 

4.

Mortgage Debt

 

A.

PDL, Inc. & Associates, Limited Co-partnership.

 

On September 23, 2013, U.S. Bank National Association, as trustee, as successor-in-interest to Bank of America, National Association, as trustee for the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 1998-C1, acting by and through Berkadia Commercial Mortgage LLC in its capacity as special servicer pursuant to the pooling and servicing agreement dated October 11, 1998 took possession of the Hato Rey Center property pursuant to the foreclosure judgment. We have been advised that the foreclosure sale price was less than the amount of the judgment. In connection with the foreclosure action we recorded a net gain of $4,684,012 on the foreclosure of the Hato Rey Center. We have reported the Hato Rey property since March 31, 2012 as a discontinued operation. At December 31, 2012, the principal balance on the mortgage was $14,009,797.

 

B.

Mapletree Industrial Center

 

On June 8, 2012, we closed on a mortgage and line of credit for a combined total of $1,000,000 with Country Bank for Savings on the Mapletree Industrial Center. The mortgage is for $500,000 at a 5% interest rate, for a term of 5 years. Thereafter the interest will adjust monthly equal to the bank’s Prime Rate, plus 1% with an interest rate floor of 5%, for a term of 15 years. We received $459,620 of net proceeds. The balance at September 30, 2013 and December 31, 2012 was $471,296 and $488,748, respectively. The line of credit is for $500,000, with an interest rate of 1% over the bank’s Prime Rate or 4.25%. At September 30, 2013, there was $300,000 outstanding on the line of credit. The line of credit is due on demand. Both the mortgage and the line of credit are secured by the Mapletree Industrial Center in Palmer, Massachusetts.

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

5.

Hato Rey Partnership

 

PDL, Inc. (a wholly owned subsidiary of Presidential) is the general partner of the Hato Rey Partnership. Pres Matmor Corp. and PDL, Inc. have an aggregate 60% general and limited partner interest in the Hato Rey Partnership. The Company exercises effective control over the partnership through its ability to manage the affairs of the partnership in the ordinary course of business. Accordingly, the Company consolidates the Hato Rey Partnership in the accompanying consolidated financial statements. As of March 2012, the Company has reported the partnership as a discontinued operation.

 

The Company advanced $2,670,000 to the partnership to be used for building improvements and for operations. The loan, which was advanced to the partnership, as needed, bared interest at the rate of 13% per annum, with interest and principal to be paid out of the positive cash flow from the property or upon a refinancing of the First Mortgage on the property. On November 12, 2013 we contributed the entire loan balance of $2,670,000 and accrued interest of $1,614,941 to the Hato Rey Partnership.

 

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 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.

 

ASC 740 prescribes a more likely than not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken. If the Company’s tax position in relation to a transaction was not likely to be upheld, the Company would be required to record the accrual for the tax and interest thereon. As of September 30, 2013, the tax years that remain open to examination by the federal, state and local taxing authorities are the 2010 – 2012 tax years. The Company was not required to accrue any liability for those tax years.

 

For the nine months ended September 30, 2013, the Company had taxable income from the foreclosure of the Hato Rey property of approximately $3,800,000 or $1 .03 per share, and a capital gain of approximately $280,000 or $0.08 per share. On a consolidated basis the Company had taxable income of $3,000,000 or $0.82 per share and a capital gain of approximately $280,000 or $0.08 per share. Due to the net operating carryforward losses no provision for income taxes was required. The Company has approximately $18,500,000 of remaining tax loss carry forwards available for future use.

 

7.

Commitments, Contingencies and Related parties

 

A.

Commitments and Contingencies

 

1)

Except as described in item 3 below, Presidential is not a party to any material legal proceedings. The Company may from time to time be a party to routine litigation incidental to the ordinary course of its business.

 

2)

In the opinion of management, all of the Company’s properties are adequately covered by insurance in accordance with normal insurance practices.

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

7.

Commitments, Contingencies and Related parties (continued)

 

3)  As previously reported, a judgment of foreclosure was granted against PDL, Inc. & Associates, Limited Co-Partnership against the Hato Rey property in Puerto Rico. On September 23, 2013, U.S. Bank National Association, as trustee, as successor-in-interest to Bank of America, National Association, as trustee for the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 1998-C1, acting by and through Berkadia Commercial Mortgage LLC in its capacity as special servicer pursuant to the pooling and servicing agreement dated October 11, 1998 took possession of the Hato Rey property pursuant to the foreclosure judgment. We have been advised that the foreclosure sale price was less than the amount of the judgment. We have reported the Hato Rey property since March 31, 2012 as a discontinued operation.

The claims brought in the foreclosure action against PDL, Inc., the Company, Lester Cohen and F.D. Rich Company of Puerto Rico, Inc., with liability among them to be allocated 1%, 45%, 9% and 45%, respectively, under the terms of certain guarantees issued by them in connection with the mortgage loans, for alleged physical waste to the Property and, the costs of certain repairs to the property of not less than $1,100,000 and the reasonable legal costs and expenses in connection with the enforcement of the loan documents remain outstanding.  The lender has not asserted any claims against the Company other than those asserted under the guarantees as referenced above. The Company believes that the likelihood that the Company will be held liable for the claims asserted under the guarantees is remote.

 

B.

Related Parties

 

Property Management Agreement

 

On November 8, 2011, the Company and Signature entered into a Property Management Agreement pursuant to which the Company retained Signature as the exclusive managing and leasing agent for the Company’s Mapletree Industrial Center property in Palmer, Massachusetts (the “Mapletree Property”). Signature manages the Mapletree Property in accordance with specific management guidelines and leasing guidelines and meets specific reporting requirements and vendor insurance requirements. Signature receives compensation of 5% of monthly rental income actually received from tenants at the Mapletree Property. The Company reimburses Signature for all reasonable expenses incurred by Signature in performance of its duties under the Property Management Agreement that are either in accordance with the annual budget or which have been approved in writing by the Company. Such expense shall include, but not be limited to, Signature’s costs of the salaries, benefits and appropriate and prudent training for Signature’s employees who are engaged solely in management or operation of the Mapletree Property, but excluding certain expenses that will be borne by Signature, as specified in the Property Management Agreement. The property Management Agreement renewed for a one year term on November 8, 2012 and will be automatically renewable for one year terms until it is terminated by either party upon written notice. For the three months ended September 30, 2013 and 2012 the Company incurred management fees of approximately $9,200 and $6,400, respectively. For the nine months ended September 30, 2013 and 2012 the Company incurred management fees of approximately $27,800 and $24,100, respectively.

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

7.

Commitments, Contingencies and Related parties (continued)

 

Asset Management Agreement

 

On November 8, 2011, the Company and Signature entered into an Asset Management Agreement pursuant to which the Company engaged Signature to oversee the Company’s Mapletree Industrial Center property in Palmer, Massachusetts and an office building in Hato Rey, Puerto Rico (the “Properties”). Signature’s duties include leasing, marketing and advertising, financing, construction and dispositions of the Properties. Signature will receive a construction fee for any major renovations or capital projects, subject to the approval of the Company’s Board of Directors, an asset management fee of 1.5% of the monthly gross rental revenues collected for the Properties, a finance fee of 1% on any debt placement, and a disposition fee of 1% on the sale of any assets, as specified in the Asset Management Agreement. The Asset Management Agreement renewed for a one year term on November 8, 2012 and will be automatically renewable for one year terms until it is terminated by either party upon written notice. For the three months ended September 30, 2013 and 2012 the Company incurred an asset management fee of approximately $12,600 and $10,300, respectively. For the nine months ended September 30, 2013 and 2012 the Company incurred an asset management fee of approximately $39,000 and $35,000, respectively. On September 23, 2013 the Asset Management fee associated with the Hato Rey Center was terminated due to the foreclosure and loss of the property. No additional fees are due for the Hato Rey Center.

 

Sublease

 

The Company subleases their executive office space under a month to month lease with Signature for a monthly rental payment of $433 or $5,200 per year. Either party may terminate the sublease upon 30 days prior written notice. For each of the three and nine month periods ended September 30, 2013 and 2012 the Company incurred approximately $3,300 and $1,300, and $4,600 and $3,900, respectively, in rent expense. On July 1, 2013 the Company moved their executive offices and amended its lease agreement with Signature for a monthly rental payment of $1,100 or $13,200 per year. All other terms of the sublease remained the same.

 

8.

Stock Options

 

In connection with the November 8, 2011 Strategic Transactions the Company issued 740,000 options at an exercise price of $1.25. A total of 148,000 shares vested after six months after the grant date. At September 30, 2013, the aggregate intrinsic value was $0. The remaining options vest upon the achievement of performance milestones. Options vesting on the achievement of performance milestones will not be recognized as compensation until such milestones are deemed probable of achievement. For the three and nine months ended September 30, 2013 and 2012, compensation expense was $0 and $0, and $0 and $98,667, respectively. The Company has approximately $592,000 of unrecognized compensation expense related to unvested share-based compensation awards, which will vest upon the achievement of performance milestones.

 

 

PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

9.

Estimated Fair Value of Financial Instruments

 

Estimated fair values of the Company’s financial instruments as of September 30, 2013 and December 31, 2012 were determined using available market information and various valuation estimation methodologies. Considerable judgment was required to interpret the effects on fair value of such items as future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. The estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a errant market exchange. Also, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair values.

 

		September 30, 2013								December 31, 2012
		(Amounts in thousands)								(Amounts in thousands)
		Net Carrying				Estimated				Net Carrying				Estimated
		Value (1)				Fair Value				Value (1)				Fair Value
Assets:
Cash and cash equivalents		$	704			$	704			$	853			$	853
Notes Receivable			2				2				15				15
Liabilities:
Mortgage debt			471				471				489				489
Line of credit			300				300				-				-

 

(1) Net carrying value is net of valuation reserves and discounts where applicable.

 

The fair value estimates presented above were based on pertinent information available to management as of September 30, 2013 and December 31, 2012.

 

Fair value methods and assumptions were as follows:

 

Cash– The estimated fair value approximated carrying value, due to the short maturity of these investments.

 

Notes Receivable – The fair value of notes receivable was estimated by discounting projected cash flows using current rates for similar notes receivable.

 

Mortgage Debt and line of credit – The fair value of mortgage debt was estimated by discounting projected cash flows using current rates for similar debt.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

Forward-Looking Statements

 

This report contains statements that do not relate to historical facts, but are “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. These statements relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to future events or trends, our future prospects and proposed development or business strategies, among other things. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate, appear, believe, continue, could, estimate, expect, indicate, intend, may, plan, possible, predict, project, pursue, will, would and other similar terms and phrases, as well as the use of the future tense. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward looking statements in documents incorporated by reference speak only as of the date of those documents. Unless otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

 

Examples of forward-looking statements in this report include, but are not limited to, the following categories of expectations about:

 

	·	Our ability to implement plans for growth;
	·	Our ability to finance the acquisition of new real estate assets;
	·	Our ability to manage growth;
	·	Our ability to generate operating liquidity;
	·	Our ability to attract and maintain tenants for our rental properties;
	·	The demand for rental properties and the creditworthiness of tenants;
	·	The continuing adverse conditions in the real estate markets, which affect the ability of the Company to sell the properties, or refinance the mortgages on their properties and which may also affect the ability or willingness of prospective tenants to rent space at these properties;
	·	Governmental actions and initiatives;
	·	Financial results for 2013 and beyond, environmental and safety requirements;
	·	The form, timing and/or amount of dividend distributions in future periods; and
	·	The outcome of any litigation.

  

Overview

 

Presidential is a Delaware corporation organized in 1983 to succeed to the business of a company of the same name which was organized in 1961 to succeed to the business of a closely held real estate business founded in 1911. Since 1982, we have elected to be treated as a real estate investment trust (“REIT”) for Federal and State income tax purposes. We own, directly or indirectly, interests in real estate and interests in entities which own real estate.

 

On November 8, 2011, we and PDL Partnership, a New York general partnership (“PDL Partnership”), the general partners of which are Jeffrey F. Joseph (a director and former officer), Steven Baruch (a former director and former officer) and Thomas Viertel (a former director and former officer), entered into a series of transactions with the certain investors and Signature Community Investment Group LLC (together with its affiliates, “Signature”)(“Strategic Transaction”). Signature is owned by Nickolas W. Jekogian, III, the promoter of the stock transactions included in the Strategic Transaction. The Strategic Transaction among other things resulted in the termination of our plan of liquidation.

 

As previously reported, a judgment of foreclosure was granted against the Hato Rey property in Puerto Rico owed by PDL, Inc. & Associates, Limited Co-Partnership. On September 23, 2013, U.S. Bank National Association, as trustee, as successor-in-interest to Bank of America, National Association, as trustee for the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 1998-C1, acting by and through Berkadia Commercial Mortgage LLC in its capacity as special servicer pursuant to the pooling and servicing agreement dated October 11, 1998 took possession of the Hato Rey property pursuant to the foreclosure judgment. We have been advised that the foreclosure sale price was less than the amount of the judgment. We have reported the Hato Rey property since March 31, 2012 as a discontinued operation.

 

 

We outsource the management of the Mapletree Industrial Center to Signature Community Management. We managed the Hato Ray Center, which was owned by PDL, Inc. and Associates Limited Co-Partnership (the “Hato Rey Partnership”) in which we are the general partner and have a 60% partnership interest until September 23, 2013 when the property was foreclosed on.

 

We obtain funds for working capital and investment from our available cash and line credit. Due to the claims against the Company related to its guaranty given in connection with the mortgage on the Hato Rey Property, the current ongoing economic downturn, our continuing decline in revenues, expected losses from continuing operations and negative cash flows from operating activities management believes that we might have insufficient working capital for the next twelve months (See Liquidity and Capital Resources below).

  

On June 8, 2012, we closed on a mortgage and line of credit for a combined total of $1,000,000 with Country Bank for Savings on the Mapletree Industrial Center. The mortgage is for $500,000 at a 5% interest rate, for a term of 5 years. Thereafter the interest will adjust monthly equal to the bank’s Prime Rate, plus 1% with an interest rate floor of 5%, for a term of 15 years. We received $459,620 of net proceeds. The line of credit is for $500,000, with an interest rate of 1% over the bank’s Prime Rate. At September 30, 2013, there was $300,000 outstanding on the line of credit. The line of credit is due on demand. Both the mortgage and the line of credit are secured by the Mapletree Industrial Center in Palmer, Massachusetts.

 

Critical Accounting Policies

 

For the nine months ended September 30, 2013, the Company had a loss from continuing operations. This combined with a history of operating losses and working capital deficiency have been detrimental to our operations and could potentially affect our ability to meet our obligations and continue as a going concern. See Note 7A3 of Notes to Consolidated Financial Statements. If the Company is required to pay any significant amounts under its guaranty related to our Hato Rey property, such a payment would also adversely impact our liquidity. Our ability to continue as a going concern is dependent upon management’s successful execution of our business plan to achieve profitability, to increase working capital through raising debt and or equity and a successful defense of the claims against the Company under its guaranty related to the Hato Rey property. The accompanying financial statements do not include any adjustments that may result from this uncertainty.

 

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 difficult, complex and subjective judgments. Management has discussed with the Audit Committee the implementation of the critical accounting policies described below and the estimates required with respect to such policies.

 

Real Estate

 

Real estate is carried at cost, net of accumulated depreciation and amortization. Additions and improvements are capitalized and repairs and maintenance are charged to rental property operating expenses as incurred. Depreciation is generally provided on the straight-line method over the estimated useful life of the asset. The useful life of each property, as well as the allocation of the costs associated with a property to its various components, requires estimates by management. If management incorrectly estimates the allocation of those costs or incorrectly estimates the useful lives of its real estate, depreciation expense may be miscalculated.

 

The Company reviews each of its properties for impairment if events or changes in circumstances warrant. If impairment were to occur, the property would be written down to its estimated fair value. The Company assesses the recoverability of its investment in real estate based on undiscounted cash flow estimates. The future estimated cash flows of a property are based on current rental revenues and operating expenses, as well as the current local economic climate affecting the property. Considerable judgment is required in making these estimates and changes in these estimates could cause the estimated cash flows to change and impairment could occur. As of September 30, 2013, the Company’s net real estate was carried at approximately $613,000.

 

 

Rental Revenue Recognition

 

The Company recognizes rental revenue on the straight-line basis from the later of the date of the commencement of the lease or the date of acquisition of the property subject to existing leases, which averages minimum rents over the terms of the leases. Certain leases require the tenants to reimburse a pro rata share of real estate taxes, utilities and maintenance costs.

 

Income Taxes

 

We operate in a manner intended to enable us to continue to qualify as a Real Estate Investment Trust under Sections 856 to 860 of the Code. Under those sections, a REIT which meets certain requirements is not subject to Federal income tax on that portion of its taxable income which is distributed to its shareholders, if at least 90% of its REIT taxable income (exclusive of capital gains) is so distributed. We had taxable income of approximately $3,000,000 for the nine months ended September 30, 2013. Due to the net operating loss carry forward available to us there is no requirement to make a distribution in 2014. In addition, no provision for income taxes was required at September 30, 2013.

 

Results of Operations

 

Results of operations for the three and nine months ended September 30, 2013 compared to the three and nine months ended September 30, 2012:

 

		Three Months Ended								Nine Months Ended
		2013				2012				2013				2012
Revenue		$	209,690			$	194,202			$	639,597			$	579,062
Operating expenses			123,649				130,586				397,623				360,018
Loss from continuing operations			(209,583	)			(191,971	)			(726,239	)			(723,084	)
Discontinued operations:
Loss from discontinued operations			(315,749	)			(436,277	)			(995,444	)			(1,009,050	)
Gain from disposal of discontinued operations			4,684,012				-				4,684,012				-
Net income (loss) from discontinued operations			4,368,263				(436,277	)			3,688,568				(1,009,050	)
Net income (loss)			4,158,680				(628,248	)			2,962,329				(17,332,134	)
Net (income) loss from noncontolling interest			(1,747,305	)			172,066				(1,465,870	)			435,708
Net income (loss) attributable to Presidential
Realty Corporation		$	2,420,932			$	(456,182	)		$	1,496,459			$	(1,296,426	)

 

 

Continuing Operations:

 

Rental revenues increased by approximately $14,000 and $65,000 for the three and nine months ended September 30, 2013, respectively, compared to the three and nine months ended September 30, 2012 primarily as a result of increased occupancy at the MapleTree Industrial Center. There was also an increase in interest income from mortgage notes receivable of $1,700. For the nine months ended September 30, 2013 compared to September 30, 2012, there was a decrease of $4,500 in interest income from mortgage notes receivable as a result of mortgage amortization.

 

Loss from continuing operations increased by approximately $18,000 for the three months ended September 30, 2013 compared to the three months ended September 30, 2012. The increase is primarily due to payroll expense of $41,000 primarily related to the hiring of an analyst and consultant to assist in the implementation of management’s growth strategy (included in general and administrative expenses), offset by a decrease in operating expenses of $6,000, and an increase in rental revenue of $14,000 due to increased occupancy at the MapleTree Industrial Center.

 

Loss from continuing operations increased by approximately $3,000 for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012. The increase is primarily due to an increase in payroll expense of $118,000 primarily related to the hiring of an analyst and consultant to assist in the implementation of management’s growth strategy (included in general and administrative expenses), operating expenses of $37,000 and mortgage interest expense of $13,000 from the Maple Tree Industrial Center, offset by an increase in rental revenue of $65,000 at the MapleTree Industrial Center and a reduction in stock based compensation of $98,667.

 

Discontinued operations attributable to Presidential:

 

Due to the foreclosure of the Hato Rey property we had income of approximately $2,200,000 for the nine months ended September 30, 2013, compared to a loss of approximately $570,000 for the nine months ended September 30, 2012.

 

Balance Sheet

 

September 30, 2013 compared to December 31, 2012

 

Net real estate decreased by $33,500 primarily as a result of depreciation expense of $41,000 recorded during the nine months ended September 30, 2013, offset by capital improvements of $7,000 at the MapleTree Industrial Center.

 

Net mortgage portfolio decreased by $12,700 as a result of prepayments and final amortization of loans paid during the nine months ended September 30, 2013.

 

Assets related to discontinued operations decreased by $14,148,925 due to the foreclosure on September 23, 2013 of the Hato Rey Center.

 

Prepaid expenses decreased by $77,957 primarily due to the amortization of insurance.

 

Accrued liabilities increased by $139,768 primarily as a result of accrued officer salaries of $187,500 due to Nicholas W. Jekogian which is deferred in accordance with his employment agreement, offset by decreases in professional fee accruals.

 

Liabilities related to discontinued operations decreased by $17,824,621 due to the foreclosure on September 23, 2013 of the Hato Rey Center. (see Note 4a to the notes to consolidated financial statements).

 

Other liabilities remained consistent from period to period. Other liabilities primarily consist of $593,750 of payables to the former officers of the Company.

 

The Line of credit increased $300,000 for the nine months ended September 30, 2013.

 

 

Liquidity and Capital Resources

 

We obtain funds for working capital, investment from our available cash, cash equivalents and our credit facilities.

 

At September 30, 2013, the Company had a loss from continuing operations. This combined with a history of operating losses and working capital deficiency, has been detrimental to our operations and could potentially affect our ability to meet our obligations and continue as a going concern. See Note 7A3 of Notes to Consolidated Financial Statements. If the Company is required to pay any significant amounts under its guaranty related to our Hato Rey property, such a payment would also adversely impact our liquidity.  Our ability to continue as a going concern is dependent upon management’s successful execution of our business plan to achieve profitability, to increase working capital through raising debt and or equity and a successful defense of the claims against the Company under its guaranty related to the Hato Rey property. The accompanying financial statements do not include any adjustments that may result from this uncertainty.

 

At September 30, 2013, we had $703,635 in available cash and cash equivalents, a decrease of $149,039 from $852,674 available at December 31, 2012. This decrease in cash was due to cash used in operating activities of $435,479 offset by $300,000 of financing provided by a drawdown of the MapleTree Industrial Center line of credit. We have $200,000 of availability on the Maple Tree Industrial Center line of credit for working capital.

 

Operating Activities

 

Cash from operating activities includes interest on the Company’s mortgage portfolio and net cash received from rental property operations. For the nine months ended September 30, 2013, cash received from interest on the Company’s mortgage portfolio was $11,030. Net cash received from rental property operations was approximately $192,000. Net cash received from rental property operations is before additions and improvements and mortgage amortization.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

While we are not required as a smaller reporting company to comply with this Item 3, we are providing the following general discussion of qualitative market risk.

 

Our financial instruments consist primarily of notes receivable and mortgage notes payable. Substantially all of these instruments bear interest at fixed rates, so our cash flows from them are not directly impacted by changes in market rates of interest. However, changes in market rates of interest impact the fair values of these fixed rate assets and liabilities. We generally hold our notes receivable until maturity or prepayment and repay our notes payable at maturity or upon sale of the related properties, and, accordingly, any fluctuations in values do not impact our earnings, balance sheet or cash flows. We also have investments in securities available for sale, which are reported at fair value. We evaluate these instruments for other-than-temporary declines in value, and, if such declines were other than temporary, would record a loss on the investments. We do not own any derivative financial instruments or engage in hedging activities.

 

 

Item 4. Controls and Procedures

 

(a)

Evaluation of Disclosure Controls and Procedures

 

The Company, under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, herein referred to as the Exchange Act) as of the end of the period covered by this report. The purpose of disclosure controls is to ensure that information required to be disclosed in our reports filed with or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

 

(b)

Changes in Internal Control over Financial Reporting

 

The principal executive officer and principal financial officer also conducted an evaluation of internal control over financial reporting, herein referred to as internal control, to determine whether any changes in internal control occurred during the nine months ended September 30, 2013 that may have materially affected or which are reasonably likely to materially affect internal control. Based on that evaluation, there has been no change in the Company’s internal control during the nine months ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

 

	As previously reported, a judgment of foreclosure was granted against PDL, Inc. & Associates, Limited Co-Partnership against our Hato Rey property in Puerto Rico. On September 23, 2013, U.S. Bank National Association, as trustee, as successor-in-interest to Bank of America, National Association, as trustee for the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 1998-C1, acting by and through Berkadia Commercial Mortgage LLC in its capacity as special servicer pursuant to the pooling and servicing agreement dated October 11, 1998 took possession of the Hato Rey property pursuant to the foreclosure judgment. We have been advised that the foreclosure sale price was less than the amount of the judgment. We have reported the Hato Rey property since March 31, 2012 as a discontinued operation.
	The claims brought in the foreclosure action against PDL, Inc., the Company, Lester Cohen and F.D. Rich Company of Puerto Rico, Inc., with liability among them to be allocated 1%, 45%, 9% and 45%, respectively, under the terms of certain guarantees issued by them in connection with the mortgage loans, for alleged physical waste to the Property and, the costs of certain repairs to the property of not less than $1,100,000 and the reasonable legal costs and expenses in connection with the enforcement of the loan documents remain outstanding.  The lender has not asserted any claims against the Company other than those asserted under the guarantees as referenced above. The Company believes that the likelihood that the Company will be held liable for the claims asserted under the guarantees is remote.

 

Item 6. 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.
101 .INS	XBRL Instance Document
101 .SCH	XBRL Taxonomy Schema
101 .CAL	XBRL Taxonomy Calculation Linkbase
101 .DEF	XBRL Definition Linkbase
101 .LAB	Taxonomy Label Linkbase
101 .PRE	XBRL Taxonomy Presentation Linkbase

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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 on the 19th day of November 2013.

 

	PRESIDENTIAL REALTY CORPORATION
	By:	/s/ Nickolas W. Jekogian
		Nickolas Jekogian Chief Executive Officer and Chairman of the Board
	By:	/s/ Alexander Ludwig
		Alexander Ludwig
		President, Chief Operating Officer and   Principal Financial Officer