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 June 30, 1997
--------------------
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
-------
PRESIDENTIAL REALTY CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-1954619
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 South Broadway, White Plains, New York 10605
------------------------------------------ ------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, indicating area code 914-948-1300
------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No
------ ------
The number of shares outstanding of each of the issuer's classes of common
stock as of the close of business on August 7, 1997 was 478,940 shares of
Class A common and 3,087,075 shares of Class B common.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
Index to 10-Q
For the Six Months Ended
June 30, 1997
Part I - Financial Information (Unaudited)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
<TABLE>
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
<CAPTION>
Assets June 30, December 31,
<S> 1997 1996
------------ ------------
Mortgage portfolio (Note 2): <C> <C>
Sold properties, accrual $47,893,622 $46,522,752
Related parties, accrual 957,211 976,141
Sold properties, impaired 14,587,008 14,659,841
Related parties, impaired 1,555,641 1,567,400
------------ ------------
Total mortgage portfolio 64,993,482 63,726,134
------------ ------------
Less discounts:
Sold properties, accrual 5,497,355 6,322,402
Related parties, accrual 139,466 145,915
Sold properties, impaired 7,727,382 7,765,964
------------ ------------
Total discounts 13,364,203 14,234,281
------------ ------------
Less deferred gains:
Sold properties, accrual 13,573,927 14,046,423
Sold properties, impaired 5,454,862 5,489,113
Related parties, impaired 1,555,641 1,567,400
------------ ------------
Total deferred gains 20,584,430 21,102,936
------------ ------------
Net mortgage portfolio (of which $602,047 in 1997
and $587,839 in 1996 are due within one year) 31,044,849 28,388,917
------------ ------------
Real estate (Note 3) 27,006,889 25,369,405
Less: accumulated depreciation 6,020,230 5,680,108
------------ ------------
Net real estate 20,986,659 19,689,297
------------ ------------
Foreclosed properties (Note 4) 588,683
Minority partners' interest (Note 5) 3,804,783 3,830,024
Prepaid expenses and deposits in escrow 1,179,111 1,123,697
Other receivables (net of valuation allowance of
$158,638 in 1997 and $184,790 in 1996) 523,711 635,848
Other receivables (related party) 9,878 10,109
Securities available for sale (Note 6) 511,532 975,208
Cash and cash equivalents 1,362,404 1,392,135
Other assets 1,315,193 1,166,115
------------ ------------
Total Assets $60,738,120 $57,800,033
============ ============
<FN>
See notes to consolidated financial statements.
</TABLE>
<TABLE>
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
<CAPTION>
Liabilities and Stockholders' Equity
June 30, December 31,
1997 1996
------------- -------------
<S> <C> <C>
Liabilities:
Mortgage debt :
Properties owned $26,225,160 $26,513,465
Wrap mortgage debt on sold properties 5,383,207 5,613,041
------------- -------------
Total (of which $1,089,105 in 1997 and $1,053,553
in 1996 are due within one year) 31,608,367 32,126,506
Note payable to bank (of which $141,262 in 1997
and $93,377 in 1996 are due within one year) (Note 7) 10,848,325 8,642,600
Executive pension plan liability 1,659,371 1,716,112
Accrued liabilities 2,254,213 2,092,876
Accrued postretirement costs 579,318 592,453
Deferred income 401,429 395,677
Accounts payable 536,840 271,126
Other liabilities 622,070 524,526
------------- -------------
Total Liabilities 48,509,933 46,361,876
------------- -------------
Stockholders' Equity:
Common stock; par value $.10 a share (Note 1-C)
Class A, authorized 700,000 shares, issued and
outstanding 478,940 shares 47,894 47,894
Class B June 30, 1997 December 31, 1996 309,979 308,675
----------- --------------- ---------------
Authorized: 10,000,000 10,000,000
Issued: 3,099,793 3,086,750
Treasury: 14,221 14,221
Additional paid-in capital 1,955,217 1,874,341
Retained earnings 10,067,107 9,350,801
Net unrealized gain on securities available for sale (Note 6) 40,558 49,014
Class B, treasury stock (at cost) (192,568) (192,568)
------------- -------------
Total Stockholders' Equity 12,228,187 11,438,157
------------- -------------
Total Liabilities and Stockholders' Equity $60,738,120 $57,800,033
============= =============
<FN>
See notes to consolidated financial statements.
</TABLE>
<TABLE>
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------
1997 1996
Income: ------------ -------------
<S> <C> <C>
Rental $4,040,286 $4,348,245
Interest on mortgages - sold properties 2,182,126 1,162,452
Interest on wrap mortgages 652,233 700,083
Interest on mortgages - related parties 115,357 137,312
Investment income 87,220 142,185
Other 34,482 29,075
------------ -------------
Total 7,111,704 6,519,352
------------ -------------
Costs and Expenses:
General and administrative 1,129,095 1,144,975
Interest on note payable and other 477,080 70,852
Interest on wrap mortgage debt 116,104 126,454
Amortization of loan acquisition costs 14,040
Depreciation on non-rental property 13,083 12,061
Rental property:
Operating expenses 2,017,307 1,792,343
Interest on mortgages 1,083,567 1,101,237
Real estate taxes 349,338 400,732
Depreciation on real estate 353,427 319,941
Amortization of mortgage costs 67,476 64,135
Minority interest share of partnership income 215,656 475,651
Loss from operations of foreclosed properties (Note 4) 17,473
------------ -------------
Total 5,836,173 5,525,854
------------ -------------
Income before net gain from sales of properties and securities 1,275,531 993,498
Net gain from sales of properties and securities 507,873 856,093
------------ -------------
Net Income $1,783,404 $1,849,591
============ =============
Earnings per Common Share (Note 1-C):
Income before net gain from sales of properties and securities $0.36 $0.28
Net gain from sales of properties and securities 0.14 0.24
------------ -------------
Net Income per Common Share $0.50 $0.52
============ =============
Cash Distributions per Common Share $0.30 $0.30
============ =============
Weighted Average Number of Shares Outstanding 3,557,194 3,532,942
============ =============
<FN>
See notes to consolidated financial statements.
</TABLE>
<TABLE>
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<CAPTION>
THREE MONTHS ENDED JUNE 30,
----------------------------
1997 1996
Income: ------------ -------------
<S> <C> <C>
Rental $2,017,982 $2,118,388
Interest on mortgages - sold properties 892,497 625,661
Interest on wrap mortgages 306,708 349,406
Interest on mortgages - related parties 57,571 69,202
Investment income 42,538 72,823
Other 10,066 13,992
------------ -------------
Total 3,327,362 3,249,472
------------ -------------
Costs and Expenses:
General and administrative 539,541 507,099
Interest on note payable and other 248,279 35,426
Interest on wrap mortgage debt 57,393 62,592
Amortization of loan acquisition costs 7,218
Depreciation on non-rental property 6,344 6,052
Rental property:
Operating expenses 1,029,964 903,136
Interest on mortgages 544,918 549,380
Real estate taxes 197,740 201,610
Depreciation on real estate 180,396 160,922
Amortization of mortgage costs 33,738 28,092
Minority interest share of partnership income 69,522 203,881
Loss from operations of foreclosed properties (Note 4) 7,744
------------ -------------
Total 2,915,053 2,665,934
------------ -------------
Income before net gain from sales of properties and securities 412,309 583,538
Net gain from sales of properties and securities 18,497 830,967
------------ -------------
Net Income $430,806 $1,414,505
============ =============
Earnings per Common Share (Note 1-C):
Income before net gain from sales of properties and securities $0.12 $0.16
Net gain from sales of properties and securities 0.00 0.24
------------ -------------
Net Income per Common Share $0.12 $0.40
============ =============
Cash Distributions per Common Share $0.15 $0.15
============ =============
<FN>
See notes to consolidated financial statements.
</TABLE>
<TABLE>
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<CAPTION>
SIX MONTHS ENDED JUNE 30,
---------------------------------
1997 1996
Cash Flows from Operating Activities: ------------ ------------
<S> <C> <C>
Cash received from rental properties $4,220,524 $4,418,059
Interest received 2,144,925 1,761,083
Miscellaneous income (disbursements) 47,569 (30,514)
Interest paid on rental property mortgages (1,059,614) (1,110,848)
Interest paid on wrap mortgage debt (116,104) (126,454)
Interest paid on note payable (369,510)
Cash disbursed for rental and foreclosed property operations (2,074,981) (2,084,106)
Cash disbursed for general and administrative costs (1,223,336) (1,209,612)
------------ ------------
Net cash provided by operating activities 1,569,473 1,617,608
------------ ------------
Cash Flows from Investing Activities:
Payments received on notes receivable 1,693,330 2,634,243
Payments disbursed for investments in notes receivable (3,006,442) (11,096)
Payments disbursed for additions and improvements (911,061) (308,765)
Proceeds from sales of securities 523,790 100,496
Purchases of securities (79,202) (40,000)
Purchase of 1% interest in partnership (60,000)
Net cash receipts from operations of foreclosed properties 3,705
------------ ------------
Net cash provided by (used in) investing activities (1,839,585) 2,378,583
------------ ------------
Cash Flows from Financing Activities:
Principal payments on mortgage debt:
Properties owned (288,305) (271,697)
Wrap mortgage debt on sold properties (229,834) (221,744)
Mortgage debt payment from proceeds of mortgage refinancing (238,181)
Mortgage proceeds 300,000
Note payable proceeds 2,500,000
Principal payments on note payable (294,275)
Mortgage costs (218,046) (9,264)
Cash distributions on common stock (1,067,098) (1,059,835)
Proceeds from dividend reinvestment and share purchase plan 82,180 72,000
Distributions to minority partners (244,241) (198,591)
------------ ------------
Net cash provided by (used in) financing activities 240,381 (1,627,312)
------------ ------------
Net Increase (Decrease) in Cash and Cash Equivalents (29,731) 2,368,879
Cash and Cash Equivalents, Beginning of Period 1,392,135 1,306,505
------------ ------------
Cash and Cash Equivalents, End of Period $1,362,404 $3,675,384
============ ============
<FN>
See notes to consolidated financial statements.
</TABLE>
<TABLE>
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<CAPTION>
SIX MONTHS ENDED JUNE 30,
---------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Reconciliation of Net Income to Net Cash
Provided by Operating Activities
Net Income $1,783,404 $1,849,591
------------ ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 448,026 396,137
Gain from sales of properties and securities (507,873) (856,093)
Amortization of discounts on notes and fees (870,078) (424,506)
Decrease in accounts receivable 112,368 74,493
Increase (decrease) in accounts payable
and accrued liabilities 357,175 (56,288)
Increase (decrease) in deferred income 5,752 (13,800)
Decrease (increase) in prepaid expenses,
deposits in escrow and deferred charges (55,414) 157,298
Increase (decrease) in security deposit liabilities 67,370 (5,663)
Miscellaneous 13,087 20,788
Minority share of partnership income 215,656 475,651
------------ ------------
Total adjustments (213,931) (231,983)
------------ ------------
Net cash provided by operating activities $1,569,473 $1,617,608
============ ============
Supplemental noncash disclosures:
Net carrying value of foreclosed properties
reclassified to real estate $588,683
============
Property received in satisfaction of debt $45,765
============
<FN>
See notes to consolidated financial statements.
</TABLE>
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. General - Presidential Realty Corporation ("Presidential" or the "Company"),
a Real Estate Investment Trust ("REIT"), is engaged principally in the holding
of notes and mortgages secured by real estate and in the ownership of income
producing real estate.
B. Principles of Consolidation - The consolidated financial statements include
the accounts of Presidential Realty Corporation and its wholly owned
subsidiaries. Additionally, the accompanying consolidated financial statements
include 100% of the account balances of UTB Associates and PDL, Inc. and
Associates Limited Co-Partnership ("Metmor Plaza Associates"), partnerships in
which Presidential is the General Partner. Presidential owns a 66-2/3%
interest in UTB Associates. In January, 1997, Presidential acquired an
additional 1% interest in Metmor Plaza Associates increasing its interest in
this partnership from 25% at December 31, 1996 to 26%. See Note 5.
All significant intercompany balances and transactions have been eliminated.
C. Earnings Per Common Share - Per share data is based on the weighted average
number of shares of Class A and Class B common stock outstanding and common
stock equivalents during each period.
The Company will adopt the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128 "Earnings per Share" in the fourth quarter of 1997.
The standard specifies the computation, presentation and disclosure
requirements for earnings per share. As required by the standard, the Company
will restate all prior period earnings per share data presented. The adoption
of the new standard is not expected to have a material effect on the Company's
consolidated financial statements.
D. Basis of Presentation - The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information. In the opinion of management,
all adjustments (consisting of only normal recurring accruals) considered
necessary for a fair presentation of the results for the respective periods
have been reflected. These financial statements and accompanying notes should
be read in conjunction with the Company's Form 10-K for the year ended December
31, 1996.
E. Management Estimates - In preparing the consolidated financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the consolidated
balance sheets and income and expense for the period. Actual results could
differ from those estimates.
2. MORTGAGE PORTFOLIO
The Company's mortgage portfolio includes notes receivable - sold properties
and notes receivable - related parties and includes both accrual and impaired
loans.
Notes receivable - sold properties consist of:
(1) Long-term purchase money notes from sales of properties previously owned by
the Company. These purchase money notes have varying interest rates with
balloon payments due at maturity. Also included in this category is the
Fairfield Towers First Mortgage which the Company purchased in the fourth
quarter of 1996.
(2) Notes receivable from sales of cooperative apartment units. Substantially
all of these notes were either received from Ivy Properties, Ltd. or its
affiliates (collectively "Ivy") in connection with a settlement agreement
between the Company and Ivy executed in November, 1991 (the "Settlement
Agreement") or from sales of foreclosed cooperative apartments received from
Ivy pursuant to the Settlement Agreement (see Note 4). These notes generally
have market interest rates and the majority of these notes amortize monthly
with balloon payments due at maturity.
Notes receivable - related parties are all due from Ivy and consist of:
(1) Purchase money notes resulting from sales of property or partnership
interests to Ivy.
(2) Notes receivable relating to loans made by the Company to Ivy in connection
with Ivy's cooperative conversion business.
In January, 1997, the Company modified its Woodland notes receivable, extending
the maturity date from 2000 to 2005, with interest rates increasing in 2002
from 9% to 9.25%. In March, 1997, the Company received prepayment of its
$1,074,200 Cedarbrooke note receivable resulting in the recognition of income
from the amortization of discount of $382,796 and recognition of a deferred
gain on sale of $472,497. In addition, in March and May, 1997, the Company
advanced an additional $600,018 and $2,400,000, respectively, on the Fairfield
Towers First Mortgage to the owners of the unsold condominium units to be used
for payment of a portion of the unpaid real estate taxes (and interest accrued
thereon) on these condominium units.
Subsequent to June 30, 1997, the Company modified its $1,175,500 Woodgate note
receivable, reducing the maturity date from 2015 to 2007, with interest rates
of 8.25% through 1999 and 9.25% thereafter.
At June 30, 1997, all of the notes in the Company's mortgage portfolio are
current with the exception of the Fairfield Towers Second Mortgage (sold
properties) and the Overlook loan (related parties), which are classified as
impaired loans. These two loans are in the aggregate amount of $16,142,649 and
have a net carrying value of $1,404,764 after deducting discounts of $7,727,382
and deferred gains of $7,010,503. The Company has determined that no
allowances for credit losses are required for these loans because the net
carrying value of these loans is less than the fair value of the underlying
collateral. The Company recognizes income on the impaired loans only to the
extent that such income is actually received. The average recorded investment
in impaired loans during the six months ended June 30, 1997 and June 30, 1996
was $16,187,019 and $16,734,170, respectively.
There have been no significant changes in the status of the impaired loans
since December 31, 1996. Condominium sales at the Fairfield Towers property
have continued and an additional 11 units were sold during the six months
ended June 30, 1997.
The following table reflects the activity in impaired loans:
<TABLE>
IMPAIRED LOANS
----------------------------
<CAPTION>
Impaired Impaired
Loan Additions Loan
Balance (Payments) Balance
Loan Description 12/31/96 1997 6/30/97
--------------------------------------- ------------- ------------- ------------
<S> <C> <C>
Notes receivable-sold properties:
Properties previously owned-
Fairfield Towers Second Mortgage $14,659,841 ($72,833) $14,587,008
Notes receivable-related parties:
Sold properties-
Overlook 1,567,400 (11,759) 1,555,641
------------- ------------- ------------
Total $16,227,241 ($84,592) $16,142,649
============= ============= ============
Discount Net
on Deferred Carrying
Loans Gain Value
Loan Description 6/30/97 6/30/97 6/30/97
--------------------------------------- ------------- ------------- ------------
Notes receivable-sold properties:
Properties previously owned-
Fairfield Towers Second Mortgage ($7,727,382) ($5,454,862) $1,404,764
Notes receivable-related parties:
Sold properties-
Overlook (1,555,641)
------------- ------------- ------------
Total ($7,727,382) ($7,010,503) $1,404,764
============= ============= ============
Six months ended June 30,
-----------------------------
1997 1996
------------- ------------
Reported Interest Income and
Amortization of Discount (Cash Basis)
------------------------------------------------------
Fairfield Towers Second Mortgage - interest income $58,561 $91,072
Fairfield Towers Second Mortgage - amortization of discount 38,582 24,317
Overlook - interest income 47,077 48,964
Overlook - additional interest income 11,987 22,359
------------- ------------
Total $156,207 $186,712
============= ============
Recognized Gain from Sale of Property
--------------------------------------------------------
Fairfield Towers Second Mortgage $34,251 $21,587
Overlook 11,759 60,751
------------- ------------
Total $46,010 $82,338
============= ============
Nonreported Interest Income and Amortization of Discount
---------------------------------------------------------
The following additional amounts would have been reported
if these loans had been fully performing:
Fairfield Towers Second Mortgage - interest income $436,780 $406,641
Fairfield Towers Second Mortgage - additional interest income 43,213 91,645
Fairfield Towers Second Mortgage - amortization of discount 532,380 460,495
------------- ------------
Total $1,012,373 $958,781
============= ============
</TABLE>
3. REAL ESTATE
Real estate is comprised of the following:
June 30, December 31,
1997 1996
----------- ------------
Land $ 3,773,404 $ 3,664,548
Buildings and leaseholds 23,085,409 21,580,207
Furniture and equipment 148,076 124,650
----------- -----------
Total real estate $27,006,889 $25,369,405
=========== ===========
4. FORECLOSED PROPERTIES
At December 31, 1996, Presidential owned 53 cooperative apartment units which
it had received in satisfaction of certain loans due Presidential. These
cooperative apartment units are located at four locations: Towne House, New
Rochelle, N.Y. (39 units); 6300 Riverdale Avenue, Bronx, N.Y. (8 units);
Sherwood House, Long Beach, N.Y. (3 units) and 330 W. 72nd St., New York, N.Y.
(3 units).
Cooperative apartment units at three of the above properties were received from
Ivy in 1991 and 1992 in connection with the Settlement Agreement. The
cooperative apartment units at Long Beach were received from Ivy in 1994 in
payment of the outstanding loan on that property and other amounts due to
Presidential pursuant to the Settlement Agreement.
At December 31, 1996, these cooperative apartment units were reported as
foreclosed properties on Presidential's consolidated balance sheet and were
carried at the lower of cost or estimated fair value (net of estimated costs to
sell). Net loss from operations of foreclosed properties prior to 1997 was
reported as a separate line item on the statement of operations, while net cash
receipts from operations of foreclosed properties reduced the Company's
carrying value of the foreclosed property. The Company now intends to hold
these cooperative apartment units as rental property and, accordingly,
reclassified them from foreclosed properties to real estate effective January
1, 1997.
The net carrying value of the foreclosed properties reclassified to real estate
on January 1, 1997 was as follows:
Towne House $404,337
6300 Riverdale Avenue 76,196
Sherwood House 59,246
330 W. 72nd Street 48,904
--------
Total net carrying value $588,683
========
Loss from operations of foreclosed properties for the six months ended June
30, 1996 consisted of the following:
6300 Riverdale Avenue $ 8,431
Sherwood House 3,428
Hastings Gardens (1) 5,614
-------
Total loss $17,473
=======
(1) The remaining cooperative apartments at Hastings Gardens, Hastings, N.Y.
were sold in September, 1996.
5. MINORITY PARTNERS' INTEREST
Presidential is the General Partner of UTB Associates and Metmor Plaza
Associates, partnerships in which in 1996 Presidential had a 66-2/3% interest
and a 25% interest, respectively. In January, 1997, Presidential acquired an
additional 1% interest in Metmor Plaza Associates for a purchase price of
$60,000, which increased its interest in this partnership from 25% at December
31, 1996 to 26%. As the General Partner of these partnerships, Presidential
exercises effective control over the business of these partnerships, and,
accordingly, has included 100% of the account balances of these partnerships in
the accompanying financial statements (see Note 1-B). The minority partners'
interest reflects the minority partners' equity in the partnerships.
Included in the Company's mortgage debt is a mortgage note payable by the
Metmor Plaza Associates partnership which is substantially in excess of the
historical cost of the property. This was due to a refinancing of the original
mortgage note on the building and subsequent distribution of these proceeds to
the partners. This event resulted in a negative partnership interest for each
partner and a negative minority partners' interest on the Company's books. The
estimated fair value of the building is significantly greater than the mortgage
debt and the minority partners' interest is expected to be recovered when the
building is sold and the partnership is liquidated.
Minority partners' interest is comprised of the following:
June 30, December 31,
1997 1996
------------- ------------
Metmor Plaza Associates $4,015,991 $4,036,858
UTB Associates (211,208) (206,834)
---------- ----------
Total minority partners' interest $3,804,783 $3,830,024
========== ==========
6. SECURITIES AVAILABLE FOR SALE
The Company's investments are in marketable equity securities consisting of
stocks of listed corporations. The Company does not acquire securities for
purposes of engaging in trading activities and, as a result, the Company's
investments are classified as securities available for sale in accordance with
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities". Disposition of such securities may be appropriate for either
liquidity management or in response to changing economic conditions.
The cost and fair value of securities available for sale are as follows:
June 30, December 31,
1997 1996
--------- ------------
Cost $470,974 $926,194
Gross unrealized gains 42,118 71,033
Gross unrealized losses (1,560) (22,019)
-------- --------
Fair value $511,532 $975,208
======== ========
Net unrealized gain on securities available for sale, which is a separate
component of stockholders' equity on the Company's consolidated balance sheets,
decreased by $8,456 from $49,014 at December 31, 1996 to $40,558 at June 30,
1997.
Sales activity results for securities available for sale are as follows:
Six Months Ended June 30,
------------------------
1997 1996
---- ----
Gross sales proceeds $526,110 $101,500
======== ========
Gross realized gains $ 26,630 $ 496
Gross realized losses (37,264)
-------- --------
Net realized gain (loss) $(10,634) $ 496
======== ========
Gains and losses on sales of securities are determined using the specific
identification method.
7. NOTE PAYABLE TO BANK
The Company obtained an $8,650,000 bank loan in the fourth quarter of 1996 from
Fleet Bank, N.A. ("Fleet") in connection with the purchase of the Fairfield
Towers First Mortgage. The note, which matures on October 30, 2001, is secured
by a collateral assignment of the Fairfield Towers First Mortgage and is
nonrecourse to Presidential except for a limited guarantee, the amount of
which reduces as the principal balance is reduced. This limited guarantee was
$1,459,416 at June 30, 1997. The interest rate is variable and is based at the
Company's election on either the bank's prime rate plus 1%, a cost of funds
rate plus 3%, or various LIBOR rates plus 3%. The note amortizes monthly based
on a 9.25% interest rate for a 25 year term. In addition, upon the sale of
condominium units, the Company is required to make principal payments to Fleet
in an amount equal to the amount of principal payments received by the Company
on the Fairfield Towers First Mortgage. In March and May, 1997, the Company
received additional advances of $600,018 and $1,899,982, respectively, on this
loan from Fleet. These advances were obtained to substantially reimburse the
Company for its $600,018 and $2,400,000 advances on the Fairfield Towers First
Mortgage (see Note 2). At June 30, 1997 payments on the Fleet note payable
were current. The outstanding note balance at June 30, 1997 and December 31,
1996 was $10,848,325 and $8,642,600, respectively.
In January, 1997, the Company obtained a $250,000 line of credit from Citibank,
N.A. The interest rate is 1% above the prime rate and the line of credit
expires in January, 1998. Presidential paid a 1% annual fee for the line of
credit. At June 30, 1997, no advances have been made on this line of credit.
8. INCOME TAXES
Presidential elected to qualify as a Real Estate Investment Trust effective
January 1, 1982 under Sections 856-860 of the Internal Revenue Code. Under
those sections, a REIT which distributes at least 95% of its real estate
investment trust taxable income to its shareholders each year by the end of
the following year and which meets certain other conditions will not be taxed
on that portion of its taxable income which is distributed to its shareholders.
For the year ended December 31, 1996, the Company had taxable income (before
distributions to stockholders) of approximately $2,316,000 ($.65 per share),
which included approximately $1,441,000 ($.41 per share) of capital gains.
This amount will be reduced by approximately $735,000 ($.20 per share) of the
1996 distributions that were not utilized in reducing the Company's 1995
taxable income and by any eligible 1997 distributions that the Company may
elect (under Section 858 of the Internal Revenue Code) to utilize as a
reduction of its 1996 taxable income.
As previously stated, in order to retain REIT status, Presidential is required
to distribute 95% of its REIT taxable income (exclusive of capital gains). As
of June 30, 1997, Presidential has distributed the required 95% of its 1996
REIT taxable income. In addition, although no assurances can be given, it is
the Company's present intention to distribute all of its 1996 taxable income
and, therefore, no provision for income taxes was made at December 31, 1996.
Furthermore, the Company had taxable income (before distributions to
stockholders) for the six months ended June 30, 1997 of approximately
$1,844,000 ($.52 per share), which included approximately $1,238,000 ($.35 per
share) of capital gains. This amount will be reduced by 1997 distributions
that were not utilized in reducing the Company's 1996 taxable income and by any
eligible 1998 distributions that the Company may elect to utilize as a
reduction of its 1997 taxable income.
Presidential has, for tax purposes, reported the gain from the sale of certain
of its properties using the installment method.
9. COMMITMENTS AND CONTINGENCIES
The Company has incurred environmental costs for environmental site
investigations and the related response action outcome for potentially
hazardous drums found at one site on its Mapletree Industrial Center
property in Palmer, Massachusetts. In 1996, the site investigation at this
disposal site had been completed and as a result, in the third quarter of 1996,
the Company accrued $120,500 of environmental costs to complete further site
investigations and cleanup costs at this site. This work, which started in
February, 1997, is scheduled to be accomplished over the next four years. At
June 30, 1997, there have been no changes to the 1996 estimated costs. Actual
costs incurred may vary from these estimates due to the inherent uncertainties
involved.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 1997 AND 1996
Results of Operations
Financial Information for the six months ended June 30, 1997 and 1996:
- ----------------------------------------------------------------------
Income increased by $592,352 from $6,519,352 in 1996 to $7,111,704 in 1997
primarily as a result of an increase in interest on mortgages-sold properties,
partially offset by decreases in rental income, interest on wrap mortgages and
investment income.
Rental income decreased by $307,959 from $4,348,245 in 1996 to $4,040,286 in
1997 primarily as a result of decreases of $345,396 at the Metmor Plaza
property, of which $122,491 is the result of lease cancellation fees received
in 1996, $150,345 is the result of increased vacancy loss in 1997 and $77,380
pertains to decreases in office rental income in 1997. The Kent Terrace
property, which has been undergoing a major upgrading and rerental program, had
a decrease in rental income of $90,507 as a result of such program. In
addition, rental income decreased by $70,052 at the Cambridge Green,
Continental Gardens and Crown Court properties. These decreases were partially
offset by an increase of $195,459 as a result of the reclassification of the
operations of foreclosed properties into rental property operations in 1997.
Interest on mortgages-sold properties increased by $1,019,674 from $1,162,452
in 1996 to $2,182,126 in 1997 primarily due to interest income of $733,486 from
the Fairfield Towers First Mortgage, which the Company purchased in the fourth
quarter of 1996. In addition, the 1997 period had an increase of $451,219 from
amortization of discounts on notes, of which $382,796 pertains to the
Cedarbrooke note which was prepaid in March, 1997. These increases were
partially offset by decreases in interest income of $119,782 as a result of the
prepayments in 1997 and 1996 on the Cedarbrooke, Town House and Hoboken notes
and a decrease in interest income of $32,511 on the Fairfield Towers Second
Mortgage.
Interest on wrap mortgages decreased by $47,850 from $700,083 in 1996 to
$652,233 in 1997 primarily as a result of a $37,500 decrease in interest
income on the Grant Manor purchase money mortgage.
Investment income decreased by $54,965 from $142,185 in 1996 to $87,220 in
1997 primarily as a result of decreased dividend income on securities
available for sale.
Costs and expenses increased by $310,319 from $5,525,854 in 1996 to $5,836,173
in 1997 primarily due to increases in interest on note payable and rental
property operating expenses. These increases were offset by decreases in
general and administrative expenses, real estate taxes and a decrease in
minority interest share of partnership income.
General and administrative expenses decreased by $15,880 from $1,144,975 in
1996 to $1,129,095 in 1997 primarily due to decreases in professional fees of
$56,770, offset by an increase of $32,373 in insurance expense. Insurance
expense increased in the 1997 period as a result of the receipt of insurance
claim refunds of $20,712 received in the 1996 period and an increase in
insurance expense of $11,661 in the 1997 period.
Interest on note payable and other increased by $406,228 from $70,852 in 1996
to $477,080 in 1997 primarily as a result of the note payable to Fleet Bank,
N.A. ("Fleet") obtained in the fourth quarter of 1996.
Rental property operating expenses increased by $224,964 from $1,792,343 in
1996 to $2,017,307 in 1997 primarily as a result of the reclassification of
foreclosed properties operations to rental property operations which resulted
in an increase in rental property operating expenses of $197,099 and increased
operating expenses at the Kent Terrace property of $56,023. These increases
were partially offset by decreases in operating expenses of $12,362 at the
Mapletree Industrial Center property in 1997 and the $22,036 write-off of
vacant land in 1996.
Real estate tax expense decreased by $51,394 from $400,732 in 1996 to $349,338
in 1997 as a result of decreased real estate taxes of $52,736 at the Crown
Court property, as a result of refunds of prior years' taxes.
Minority interest share of partnership income decreased by $259,995 from
$475,651 in 1996 to $215,656 in 1997 as a result of a decrease in
partnership income on the Metmor Plaza property.
Loss from operations of foreclosed properties was $17,473 in 1996. In 1997,
foreclosed properties were reclassified to real estate and their operations are
now included in rental property operations.
Net gain from sales of properties and securities are sporadic (as they depend
on the timing of sales or the receipt of installments or prepayments on
purchase money notes). In 1997, the net gain from sales of properties and
securities was $507,873 compared with $856,093 in 1996. In the 1997 period,
the Company recognized $472,497 of deferred gain from the sale of the
Cedarbrooke property as a result of a $1,074,200 principal prepayment received
on that note. In addition, the Company recognized deferred gains of $34,251
and $11,759, respectively, from principal payments received on the Fairfield
Towers Second Mortgage and the Overlook loan. In the 1996 period, the Company
recognized $773,258 of deferred gain from the sale of the Town House property
as a result of the $1,000,000 principal prepayment received on that note. In
addition, during 1996, the Company recognized deferred gains of $60,751 and
$21,587, respectively, from the Overlook loan and the Fairfield Towers Second
Mortgage.
Financial Information for the three months ended June 30, 1997 and 1996:
- ------------------------------------------------------------------------
Income increased by $77,890 from $3,249,472 in 1996 to $3,327,362 in 1997
primarily as a result of an increase in interest on mortgages-sold properties,
partially offset by decreases in rental income, interest on wrap mortgages and
investment income.
Rental income decreased by $100,406 from $2,118,388 in 1996 to $2,017,982 in
1997 primarily as a result of decreases of $163,850 at the Metmor Plaza
property resulting from increased vacancy loss of $85,262 and decreases of
$68,437 in office rental income. In addition, rental income decreased by
$35,769 at the Kent Terrace property as a result of the upgrading and rerenting
program at the property. These decreases were partially offset by an increase
of $102,119 as a result of the reclassification of the operations of foreclosed
properties into rental property operations in 1997.
Interest on mortgages-sold properties increased by $266,836 from $625,661 in
1996 to $892,497 in 1997 primarily due to interest income of $391,678 from
the Fairfield Towers First Mortgage, which the Company purchased in the fourth
quarter of 1996. This increase was partially offset by decreases in
interest income of $64,030 as a result of the prepayments in 1997 and 1996 on
the Cedarbrooke, Town House and Hoboken notes. In addition, the interest on
the Fairfield Towers Second Mortgage decreased by $61,489.
Interest on wrap mortgages decreased by $42,698 from $349,406 in 1996 to
$306,708 in 1997 primarily as a result of a $37,500 decrease in interest
income on the Grant Manor purchase money mortgage.
Investment income decreased by $30,285 from $72,823 in 1996 to $42,538 in
1997 primarily as a result of decreased dividend income on securities
available for sale.
Costs and expenses increased by $249,119 from $2,665,934 in 1996 to $2,915,053
in 1997 primarily due to increases in interest on note payable, general and
administrative expenses and rental property operating expenses. These
increases were offset by a decrease in minority interest share of partnership
income.
General and administrative expenses increased by $32,442 from $507,099 in
1996 to $539,541 in 1997 primarily due to increases in insurance expense of
$26,940, as a result of the receipt of insurance claim refunds of $20,712
received in the 1996 period and a $6,228 increase of insurance expense in the
1997 period. In addition, pension expenses, professional fees and travel and
auto expenses increased by $33,041. These increases were partially offset by
a $30,096 decrease in salary expense, of which $34,101 pertained to a decrease
in bonuses.
Interest on note payable and other increased by $212,853 from $35,426 in 1996
to $248,279 in 1997 primarily as a result of the note payable to Fleet obtained
in the fourth quarter of 1996.
Rental property operating expenses increased by $126,828 from $903,136 in
1996 to $1,029,964 in 1997 primarily as a result of the reclassification of
foreclosed properties operations to rental property operations which resulted
in an increase in rental property operating expenses of $105,596. In addition,
repairs and maintenance expense increased by $26,398 and advertising expense
increased by $18,105, of which $17,634 pertains to Kent Terrace. These
increases were offset by a decrease of $22,036 pertaining to the write-off of
vacant land in 1996.
Minority interest share of partnership income decreased by $134,359 from
$203,881 in 1996 to $69,522 in 1997 as a result of a decrease in partnership
income on the Metmor Plaza property.
Loss from operations of foreclosed properties was $7,744 in 1996. In 1997,
foreclosed properties were reclassified to real estate and their operations are
now included in rental property operations.
Net gain from sales of properties and securities are sporadic (as they depend
on the timing of sales or the receipt of installments or prepayments on
purchase money notes). In 1997, the net gain from sales of properties and
securities was $18,497 compared with $830,967 in 1996. In the 1997 period,
the Company recognized deferred gains of $17,558 and $5,946, respectively, from
principal payments received on the Fairfield Towers Second Mortgage and the
Overlook loan. In the 1996 period, the Company recognized $773,258 of deferred
gain from the sale of the Town House property as a result of the $1,000,000
principal prepayment received on that note. In addition, the Company
recognized deferred gains of $55,436 and $2,273, respectively, from principal
payments received on the Overlook loan and the Fairfield Towers Second
Mortgage.
Balance Sheet
Net mortgage portfolio increased by $2,655,932 from $28,388,917 at December 31,
1996 to $31,044,849 at June 30, 1997. This increase was primarily the result
of advances to the owners of the Fairfield Towers property in the aggregate
amount of $3,000,018, which was added to the indebtedness secured by the
Fairfield Towers First Mortgage. This increase was offset by a net decrease of
$218,907 resulting from the prepayment in March, 1997 of the $1,074,200
principal balance of the Cedarbrooke note receivable, which also resulted in
the amortization of discount of $382,796 and the recognition of deferred gain
of $472,497.
Real estate increased by $1,637,484 from $25,369,405 at December 31, 1996 to
$27,006,889 at June 30, 1997. This increase was primarily the result of the
January 1, 1997 reclassification of foreclosed properties having a net carrying
value of $588,683 to real estate. The Company also recorded additions and
improvements of $449,744 to the Kent Terrace property and $599,057 to other
properties.
Note payable to bank increased by $2,205,725 from $8,642,600 at December 31,
1996 to $10,848,325 at June 30, 1997. This increase was primarily the result
of an additional $2,500,000 advanced by Fleet.
Accounts payable increased by $265,714 from $271,126 at December 31, 1996 to
$536,840 at June 30, 1997. This increase was primarily the result of an
increase of $243,129 in rental property accounts payable and is due to the
timing of the receipt of invoices as well as the scheduling of payments.
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 and from
repayments of its mortgage portfolio. The Company also has at its disposal a
$250,000 line of credit from Citibank, N.A., which it obtained in January,
1997.
At June 30, 1997, Presidential had $1,362,404 in available cash and cash
equivalents, a decrease of $29,731 from December 31, 1996. This decrease in
cash and cash equivalents was due to cash provided by operating activities
($1,569,473) and financing activities ($240,381) being exceeded by cash used
in investing activities of $1,839,585.
Operating Activities
Presidential's principal source of cash from operating activities is from
interest on its mortgage portfolio, which was $1,659,311 in 1997, net of
interest payments on wrap mortgage debt and note payable. In 1997, net cash
received from rental property operations was $841,688, which is net of
distributions to minority partners but before additions and improvements and
mortgage amortization.
Investing Activities
Presidential holds a portfolio of mortgage notes receivable which consist
primarily of notes arising from sales of real properties previously owned by
the Company. Some of these notes wrap around underlying mortgage debt (the
"Underlying Debt") which is paid by Presidential only out of funds received on
its mortgage portfolio relating to the Underlying Debt. During 1997, the
Company received principal payments of $1,463,496 on its mortgage portfolio
(net of any principal payments attributable to the Underlying Debt), of which
$1,344,605 represented prepayments, which are sporadic and cannot be relied
upon as a regular source of liquidity.
During 1997, the Company advanced an additional $3,000,018 under the Fairfield
Towers First Mortgage which was used by the owners of the property to pay a
portion of unpaid real estate taxes (and interest accrued thereon) on the
unsold Fairfield Towers condominium units which secure the mortgage
indebtedness.
The Company also holds a portfolio of marketable equity securities which
decreased by $463,676 during 1997, to $511,532, due primarily to security
sales.
During 1997, the Company invested $911,061 in additions and improvements to
its properties, which includes $449,744 of additions and improvements at the
Kent Terrace property.
Financing Activities
The Company's indebtedness at June 30, 1997, consisted of $31,608,367 of
mortgages (including $5,383,207 of underlying indebtedness on properties not
owned by the Company but on which the Company holds wraparound mortgages).
The mortgage debt, which is secured by individual properties, is nonrecourse
to the Company with the exception of the Mapletree Industrial Center mortgage,
which is secured by the property and a guarantee of repayment by Presidential.
Generally, mortgage debt repayment is serviced with cash flow from the
operations of the individual properties. During 1997, the Company made
$288,305 of principal payments on mortgage debt on properties which it owns.
The mortgages on the Company's properties are self-liquidating at fixed rates
of interest with the exception of the mortgages on Metmor Plaza, Building
Industries Center and Continental Gardens.
In addition, the Company's indebtedness at June 30, 1997 includes a $10,848,325
bank loan payable to Fleet. This loan was obtained in the fourth quarter of
1996 in connection with the acquisition of the Fairfield Towers First Mortgage.
The note, which matures on October 30, 2001, is nonrecourse to Presidential
except for a limited guarantee, the amount of which reduces as the principal
balance is reduced and was limited to $1,459,416 at June 30, 1997. The
interest rate is variable and is based at the Company's election on either the
bank's prime rate plus 1%, a cost of funds rate plus 3%, or various LIBOR rates
plus 3%. The note amortizes monthly based on a 9.25% interest rate for a 25
year term with additional principal payments due upon the sale of condominium
units. During 1997, the Company made principal payments of $294,275 and
received additional advances of $2,500,000 from Fleet which were added to the
bank loan. These advances were obtained in order to allow Presidential to
advance $3,000,018 on the Fairfield Towers First Mortgage.
During 1997, Presidential declared and paid cash distributions of $1,067,098
to its shareholders and received proceeds from dividend reinvestments of
$82,180.
Fairfield Towers
The Company's financial performance and liquidity in 1997 and subsequent years
will be affected by the results of the condominium conversion of Fairfield
Towers Apartments in Brooklyn, New York by the owner of that property and the
rental operations of the unsold condominium units. At June 30, 1997, the
outstanding principal balances on the Fairfield Towers First Mortgage and the
Fairfield Towers Second Mortgage were $17,413,479 and $14,587,008,
respectively. The Fairfield Towers First Mortgage provides for monthly
interest payments of 1% above Fleet's prime rate and principal repayments prior
to maturity upon the sale of individual condominium units. Until the Fairfield
Towers First Mortgage is repaid, Presidential will receive basic interest on
the Fairfield Towers Second Mortgage only out of net cash flow from operations
of the property and release payments upon the sale of each condominium unit in
the amount of $3,000 per unit. All unpaid basic interest and additional
interest (which is based on percentages of gross sales proceeds) will be
deferred until after repayment of the Fairfield Towers First Mortgage.
In June of 1994, the owners of the Fairfield Towers property closed the first
sales of the condominium units pursuant to the conversion of the property to
condominium status. At June 30, 1997, a total of 146 units had been sold and
1,006 units remained to be sold, the majority of which are occupied as rental
units.
The success of the condominium conversion could be adversely affected by the
existence of unpaid real estate taxes and interest accrued thereon in the
approximate amount, as of December 31, 1996, of $4,800,000 owed by the owners
of the property. Approximately $3,000,000 of this amount arose prior to the
condominium conversion of the property and was covered by a deferred payment
agreement with the City of New York which required payments as condominium
units were sold. However, as a result of the slower than projected pace of
sales, the term of the deferred payment agreement expired. In 1997, the
Company advanced an additional $3,000,018 to the owners of the property to be
used to pay a portion of the unpaid real estate taxes and interest (thus
reducing the $4,800,000 to $1,800,000), which amount was added to the
indebtedness secured by the Fairfield Towers First Mortgage, and Fleet advanced
$2,500,000 to Presidential to substantially reimburse it for its $3,000,018
advance. The owner is in the process of negotiating a new deferment agreement
with the City of New York. However, no assurances can be given that the owner
will be successful in negotiating a satisfactory deferment agreement with the
City of New York, and if a satisfactory agreement is not obtained, a continuing
default in the payment of real estate taxes could adversely affect the success
of the condominium conversion at Fairfield Towers and the value of
Presidential's First and Second Mortgages.
Environmental Matters
At June 30, 1997, the Company is still involved in an environmental project
for the investigation and removal of potentially hazardous drums found at one
site on its Mapletree Industrial Center property in Palmer, Massachusetts.
Accrued liabilities for environmental matters have been recorded in operating
expenses when it is probable that a liability has been incurred and the amount
of the liability can be reasonably estimated. These estimates are exclusive of
claims against third parties and have not been discounted. Actual costs
incurred may vary from these estimates due to the inherent uncertainties
involved. The Company believes that any additional liability in excess of
amounts provided which may result from the resolution of this matter will not
have a material adverse effect on the financial condition, liquidity or the
cash flow of the Company. In 1996, the site investigation at this site had
been completed and, as a result, during the third quarter of 1996, the Company
accrued an additional $120,500 of environmental costs in order to complete
further site investigations and cleanup costs at this disposal site. This
work, which started in February, 1997, is scheduled to be accomplished over the
next four years. For the six months ended June 30, 1997, there were no
environmental costs charged to operations.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27. Financial Data Schedule.
(b) No reports on form 8-K have been filed during the quarter ended
June 30, 1997.
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: August 12, 1997 By: /s/ Jeffrey F. Joseph
---------------------
Jeffrey F. Joseph
President
DATE: August 12, 1997 By: /s/ Elizabeth Delgado
---------------------
Elizabeth Delgado
Treasurer
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,362,404
<SECURITIES> 511,532
<RECEIVABLES> 31,737,076
<ALLOWANCES> 158,638
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<CURRENT-ASSETS> 4,188,683
<PP&E> 27,006,889
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<BONDS> 41,226,325
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<COMMON> 357,873
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<TOTAL-REVENUES> 7,111,704
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