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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
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, including area code 914-948-1300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ----------------
Class A Common Stock American Stock Exchange
Class B Common Stock American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
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 the
filing requirements for the past 90 days.
Yes __x__ No_______
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes ____ No ___X___
The aggregate market value of voting stock held by nonaffiliates of the
registrant based on the closing price of the stock at June 30, 2003 was
$25,525,000. The registrant has no non-voting stock.
The number of shares outstanding of each of the registrant's classes of
common stock on March 5, 2004 was 478,840 shares of Class A common and 3,308,948
shares of Class B common.
Documents Incorporated by Reference: The Company's definitive Proxy
Statement for its Annual Meeting of Shareholders to be held on June 15, 2004,
which Proxy Statement will be filed with the Securities and Exchange Commission
pursuant to Regulation 14A, is incorporated by reference into Part III of this
Form 10-K.
PRESIDENTIAL REALTY CORPORATION
INDEX
FACING PAGE 1
INDEX 2
PART I
Item 1. Business 3
Item 2. Properties 17
Item 3. Legal Proceedings 20
Item 4. Submission of Matters to a Vote of
Security Holders 20
PART II
Item 5. Market for the Registrant's Common Equity,
Related Stockholder Matters and Issuer
Purchases of Equity Securities 20
Item 6. Selected Financial Data 23
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 25
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk 48
Item 8. Financial Statements and Supplementary Data 48
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 48
Item 9A. Controls and Procedures 48
PART III
Item 10. Directors and Executive Officers of the
Registrant 49
Item 11. Executive Compensation 49
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters 49
Item 13. Certain Relationships and Related
Transactions 49
Item 14. Principal Accountant Fees
and Services 49
Part IV.
Item 15. Exhibits, Financial Statement Schedules
and Reports on Form 8-K 49
Table of Contents to Consolidated Financial Statements 55
2
Forward-Looking Statements
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include statements regarding the intent, belief or
current expectations of the Company and its management and involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among other things, the
following: general economic and business conditions, which will, among other
things, affect the demand for apartments or commercial space, availability and
creditworthiness of prospective tenants, lease rents and the terms and
availability of financing; adverse changes in the real estate markets including,
among other things, competition with other companies; risks of real estate
development and acquisition; governmental actions and initiatives; and
environment/safety requirements.
ITEM I. BUSINESS
(a) General
Presidential Realty Corporation 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. The terms "Presidential" or the "Company" refer to the present
Presidential Realty Corporation or its predecessor company of the same name and
to any subsidiaries. Since 1982 the Company has elected to be treated as a real
estate investment trust ("REIT") for Federal and State income tax purposes. See
Qualification as a REIT.
The Company's principal assets fall into the following categories:
(i) Approximately 24% of the Company's assets are equity interests in
twelve rental properties. These properties have an historical cost of
$21,733,005, less accumulated depreciation of $6,617,535, resulting in
a net carrying value of $15,115,470 at December 31, 2003. See
Properties below.
3
(ii) Approximately 35% of the Company's assets are classified as "Assets related
to discontinued operations". This category of assets relates to operating
properties that are being held for sale. The Company estimates that the sale of
these properties will close within one year. These assets are carried at the
lower of cost (net of accumulated depreciation and amortization) or fair value
less costs to sell. Depreciation and amortization are discontinued when the
property is classified as a discontinued operation. At December 31, 2003, assets
related to discontinued operations were $22,158,540. See Management's Discussion
and Analysis of Financial Condition and Results of Operations.
(iii) Approximately 34% of the Company's assets consists of notes receivable,
which are reflected on the Company's Consolidated Balance Sheet at December 31,
2003 as "Mortgage portfolio: sold properties and other - net". The $28,656,210
aggregate principal amount of these notes have been reduced by $1,047,628 of
discounts (which reflect the difference between the stated interest rates on the
notes and the market interest rates at the time the notes were accepted) and
$6,233,390 of gains on sales which have been deferred. See Notes 1-B, 1-C, 1-D
and 3 of Notes to Consolidated Financial Statements. Accordingly, the net
carrying value of the Company's "Mortgage portfolio: sold properties and other"
was $21,375,192 at December 31, 2003.
All of the loans included in this category of assets were current at December
31, 2003.
Notes reflected under "Mortgage portfolio: sold properties and other - net"
consist primarily of notes received from sales of real properties previously
owned by the Company. This category of assets also includes loans originated by
the Company in the aggregate principal amount of $8,875,000 and notes in the
aggregate principal amount of $196,210 which relate to sold cooperative
apartments.
(iv) A small portion of the Company's assets consists of notes receivable in the
aggregate principal amount of $378,524 resulting from loans made to Ivy
Properties, Ltd. ("Ivy") in connection with the conversion of apartment
buildings to cooperative ownership or the sale in 1981 by the Company to Ivy of
an apartment project. These loans are reflected on the Company's Consolidated
Balance Sheet at December 31, 2003 as "Mortgage portfolio: related parties -
net". The principal amounts of these notes have been reduced by discounts and
valuation reserves of $61,951 and these notes have a net carrying value at
December 31, 2003 of $316,573. Management believes that it holds sufficient
collateral to protect its interests in all of the outstanding loans to Ivy to
the extent of the net carrying value of these loans. At December 31, 2003, all
of the loans due from related parties were current. See Relationship with Ivy
Properties, Ltd. and Notes 3 and 19 of Notes to Consolidated Financial
Statements.
4
Under the Internal Revenue Code of 1986, as amended (the "Code"), 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 "real estate investment trust taxable income" (exclusive of capital
gains) is so distributed. Since January 1, 1982, the Company has elected to be
taxed as a REIT and has paid regular quarterly cash distributions. Total
dividends paid by the Company in 2003 were $.64 per share.
While the Company intends to operate in such a manner as to enable it to be
taxed as a REIT, and to pay dividends in an amount sufficient to maintain REIT
status, no assurance can be given that the Company will, in fact, continue to be
taxed as a REIT, that distributions will be maintained at the current rate or
that the Company will have cash available to pay sufficient dividends in order
to maintain REIT status. See Qualification as a REIT and Market for the
Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases
of Equity Securities.
At December 31, 2003, the Company employed twelve persons.
(b) Investment Strategies
The Company's current overall investment strategy is to make investments in real
property which offer attractive current yields with, in some cases, potential
for capital appreciation. The Company's investment policy is not contained in or
subject to restrictions included in the Company's Certificate of Incorporation
or Bylaws, and there are no limits in the Company's Certificate of Incorporation
or Bylaws on the percentage of assets which it may invest in any one type of
asset or the percentage of securities of any one issuer which it may acquire.
The investment policy may, therefore, be changed by the Directors or Officers of
the Company without the concurrence of the holders of its outstanding stock.
However, to continue to qualify as a REIT, the Company must restrict its
activities to those permitted under the Code. See Qualification as a REIT.
5
The Company's current primary investment strategies are as follows:
(i) Equity Properties
The Company's current investment policy is focused on acquiring
additional equity interests in income producing properties, principally
moderate income apartment properties in the eastern United States.
Although the Company's present intention is to acquire additional
moderate income apartment properties, Presidential has in the past
invested in other commercial properties, including office buildings,
shopping centers and light industrial properties, and may do so in the
future. Geographically, the Company expects to invest primarily in the
eastern United States, although Presidential has in the past invested
in other locations and may do so in the future. However, the Company's
plans to expand its portfolio of real estate equities may be adversely
affected by, among other things a) limitations on its ability to obtain
funds for investment on satisfactory terms from external sources and b)
competition for investment properties from other potential purchasers
with greater financial resources.
While it is Presidential's policy to acquire properties for long term
investment, it may from time to time sell its equity interests in such
properties.
While Presidential still seeks to use its funds available for
investment to acquire equity interests in real estate, the Company in
recent years has not found any such investments that offer rates of
return satisfactory to the Company or otherwise meet the Company's
investment criteria. Accordingly, the Company has from time to time
used its funds available for investment to make loans secured by
interests in real estate. See Holding of Notes below.
(ii) Holding of Notes
The Company holds and expects to continue to hold long term mortgage
notes obtained from the sales of real property previously owned by the
Company. These notes provide for balloon principal payments at varying
times. The Company may in appropriate circumstances agree to extend and
modify these notes and may make additional loans secured by interests
in real property. See the table set forth below under Loans and
Investments. It should be noted that there can be no assurance that the
balloon principal payments due in accordance with the purchase money
notes will actually be made when due.
6
The capital gains from sales of real properties previously owned by the
Company are recognized for income tax purposes on the installment
method as principal payments are received. To the extent that any such
gain is recognized by Presidential, or to the extent that Presidential
incurs a capital gain from the sale of a property, it may, as a REIT,
either (i) elect to retain such gain, in which event it will be
required to pay Federal and State income tax on such gain, (ii)
distribute all or a portion of such gain to shareholders, in which
event Presidential will not be required to pay taxes on the gain to the
extent that it is distributed to shareholders or (iii) elect to retain
such gain and designate it as a retained capital gain dividend, in
which event the Company would pay the Federal tax on such gain, the
shareholders would be taxed on their share of the undistributed
long-term capital gain and the shareholders would receive a tax credit
for their share of the Federal tax that the Company paid and increase
the tax basis of their stock for the difference between the long-term
capital gain and the tax credit. To the extent that Presidential
retains any principal payments on notes or proceeds of sale, the
proceeds, after payment of any taxes, will be available for future
investment. Presidential has not adopted a specific policy with respect
to the distribution or retention of capital gains, and its decision as
to any such gain will be made in connection with all of the
circumstances existing at the time the gain is recognized.
The Company has in the last three years made, and may continue to make,
additional loans secured by interests in real property. These loans may
be "mezzanine" type loans which are secured by subordinate security
interests in real property or by ownership interests in entities that
own real property, and may in some cases include personal guarantees
from the borrower. These loans carry interest rates in excess of rates
obtainable on first priority loans. See notes to the Mortgage
portfolio: notes receivable-sold properties and other table under Loans
and Investments.
7
(iii) Funding of Investments
In the past, the Company has obtained funds to make loans and
investments from excess cash from operations or capital transactions,
loans from financial institutions secured by specific real property or
from general corporate borrowings. Such loans have in the past been,
and may in the future be, secured by real property and provide for
recourse to Presidential. However, funds may not be readily available
from these sources and such unavailability may limit the Company's
ability to make new investments. See Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity
and Capital Resources.
(c) Loans and Investments
The following tables set forth information as of December 31, 2003 with respect
to the mortgage loan portfolio resulting from the sale of properties or loans
originated by the Company and the loan portfolio due from Ivy.
8
MORTGAGE PORTFOLIO: NOTES RECEIVABLE - SOLD PROPERTIES AND OTHER
DECEMBER 31, 2003
- --------------------------------------------------------------------------------
Note Deferred
Name of Property Receivable Discount Gain
- --------------------------- ------------ ------------ -----------
Chelsea Village Apartments (a) (1) $4,000,000 (c) $1,039,991 $
Atlantic City, NJ
Liberty Gardens (a) (1) 1,100,000 (c)
Bergenfield, NJ
Town Oaks Apartments (a) (1) 1,775,000 (c)
South Bound Brook, NJ
Encore Apartments (2) 8,550,000 3,241,540
New York, NY
Mark Terrace Associates (3) 935,000
Bronx, NY
Newcastle Apartments 6,000,000 2,991,850
Greece, NY
Pinewood I & II 100,000
Des Moines, IA
Reisterstown Apartments (4) 1,500,000 (c)
Baltimore, MD
Virginia Apartment Properties (5) 4,500,000 (c)
Various Sold Co-op Apartments (b) 196,210 7,637
------------ ------------ -----------
Total Notes Receivable-
Sold Properties and Other $28,656,210 $1,047,628 $6,233,390
============ ============ ===========
Net Interest
Carrying Maturity Rate
Name of Property Value Date 2003
- ----------------------------- --------------- --------- -------------
Chelsea Village Apartments $2,960,009 2009 10.50%
Atlantic City, NJ
Liberty Gardens 1,100,000 2009 13.00-10.50%
Bergenfield, NJ
Town Oaks Apartments 1,775,000 2009 11.50-10.50%
South Bound Brook, NJ
Encore Apartments 5,308,460 2009 10.17%
New York, NY
Mark Terrace Associates 935,000 2005 9.16%
Bronx, NY
Newcastle Apartments 3,008,150 2006 6.45%
Greece, NY
Pinewood I & II 100,000 2008 12.00%
Des Moines, IA
Reisterstown Apartments 1,500,000 2008 10.50%
Baltimore, MD
Virginia Apartment 4,500,000 2013 11.50%
Properties
Various Sold Co-op 188,573 Various Various
Apartments
---------------
Total Notes Receivable-
Sold Properties and Other $21,375,192
===============
(a) These three apartment properties are security for all three loans.
(b) Notes received from the sales of cooperative apartments. Interest rates
and maturity dates vary in accordance with the terms of each individual
note.
(c) These loans were made to various companies that are controlled by David
Lichtenstein. Some, but not all, of these loans are guaranteed in whole or
in part by Mr. Lichtenstein. The aggregate net carrying value of all of
the loans made by Presidential to companies controlled by Mr. Lichtenstein
is approximately $11,835,000 and all such loans are in good standing.
9
(1) The Company obtained security interests in the ownership interests in the
entities that own Chelsea Village Apartments, Liberty Gardens and Town
Oaks Apartments, all of which are located in New Jersey. The Company's
security interests collateralize the following loans:
(i) The $4,000,000 note was received by the Company in 1999 as a result
of the sale of the Fairfield Towers Mortgages. The interest rate is
10.50% per annum and the note matures on February 18, 2009. The
discount on this note was computed at a rate of 18%.
(ii) In July, 2003, the Company modified its $1,100,000 loan, reducing
the interest rate from 13% per annum to 10.50% per annum until June
30, 2006. Thereafter on July 1, 2006 and July 1, 2008 the interest
rate changes to a rate equal to 900 basis points above the six month
LIBOR rate in effect immediately prior to the change, with a minimum
rate of 10.50% per annum. At the Company's request, this loan was
modified to delay the borrower's right to prepay the note and, in
consideration thereof, to reduce the interest rate. The loan is
collateralized by the three apartment properties discussed above and
by a $750,000 personal guarantee by the borrower's principal. The
note matures on February 18, 2009.
(iii) In July, 2003, the Company also modified its $1,775,000 loan. At the
Company's request, the maturity date of the loan was extended from
July 19, 2003 to February 18, 2009 and the interest rate was reduced
from 11.50% per annum to 10.50% per annum until June 30, 2006.
Thereafter on July 1, 2006 and July 1, 2008 the interest rate
changes to a rate equal to 900 basis points above the six month
LIBOR rate in effect immediately prior to the change, with a minimum
rate of 10.50% per annum. This loan was modified to provide for
reduced interest rates in order to extend the maturity date and keep
the loan outstanding at an attractive rate of interest. This loan is
also collateralized by the three apartment properties discussed
above and by an $887,500 personal guarantee by the borrower's
principal.
(2) In April, 2002, the $12,300,000 note secured by a second mortgage on the
Encore Apartments in New York, New York was modified at the Company's
request. Under the terms of the modification, Presidential received a
principal repayment of $3,750,000 and additional interest of $369,000
(which was due under the terms of the original note). The $8,550,000
balance of the note matures on April 30, 2009. The interest rate on the
note is 9% per annum from July 1, 2002 through April 18, 2004, 10% per
annum from April 19, 2004 through April 18, 2007 and 10.5% per annum from
April 19, 2007 through maturity, with additional interest of $171,000 due
at maturity. The effective interest rate over the term of the note is
10.17% per annum. The $8,550,000 note is secured by a second mortgage on
the Encore apartment property and by a pledge of the ownership interests
in the entity owning the Encore Apartments.
10
(3) In March, 2003, in response to the borrower's decision to prepay the Mark
Terrace note, the Company modified the terms of the note. The Company
agreed to give the borrower annual options to extend the maturity date
from November 29, 2005 to November 29, 2008 and to fix the interest rate
at the current 9.16% per annum until maturity. The Company will receive
principal payments of $25,000 each on January 1, 2004 (received) and
November 29, 2004. If the borrower exercises its options to extend the
note, the Company will receive principal payments of $100,000 on each of
November 30, 2005, November 30, 2006 and November 30, 2007. The note is
collateralized by unsold cooperative apartments at the Mark Terrace
property. As apartments are sold, the Company receives principal payments
ranging from $20,000 to $35,000 per unit depending upon the size of the
unit. This represents an increase from the $16,000 payment required to
release units prior to the modification.
(4) In February, 2003, the Company made a $1,500,000 loan collateralized by
ownership interests in Reisterstown Square Associates, LLC, which owns
Reisterstown Apartments in Baltimore, Maryland, and by a personal
guarantee from the borrower. The loan matures on January 31, 2008 and has
an annual interest rate of 10.50% until January 31, 2005. Thereafter, the
interest rate changes every six months to a rate equal to 800 basis points
above the six month LIBOR rate, with a minimum rate of 10.50% per annum.
11
(5) In October, 2003, the Company made a $4,500,000 loan collateralized by
ownership interests in nine apartment properties located in the
Commonwealth of Virginia. The loan matures on October 23, 2013 and basic
interest accrues at an annual rate of 11.50% through October 23, 2007 and
at 11% per annum from October 24, 2007 to maturity. For the first five
years of the loan, a portion of the basic interest equal to 2% per annum
is deferred and is payable on the fifth anniversary of the loan. In
addition to the basic interest accruing on the loan, the Company is
entitled to receive additional interest equal to 25% of any net sales or
refinancing proceeds resulting from sales or refinancing of the nine
properties. In connection with the loan, Presidential received a $22,500
commitment fee.
Presidential has made five loans in the aggregate outstanding principal amount
of $12,875,000 to entities that are controlled by David Lichtenstein. Some, but
not all, of these loans are guaranteed in whole or in part by Mr. Lichtenstein.
At December 31, 2003, the aggregate net carrying value of all of the loans made
by Presidential to entities controlled by Mr. Lichtenstein is approximately
$11,835,000, and all of such loans are in good standing. While the Company
believes that all of these loans are adequately secured, a default by Mr.
Lichtenstein on some or all of these loans could have a material adverse effect
on Presidential's business and operating results.
12
MORTGAGE PORTFOLIO: NOTES RECEIVABLE - RELATED PARTIES
DECEMBER 31, 2003
- --------------------------------------------------------------------------------
Net Interest
Note Carrying Maturity Rate
Name of Property Receivable Discount Value Date 2003
- ---------------- ------------- ------------ ------------- --------- ---------------
UTB End Loans (1) $92,619 $46,720 $45,899 Various Various
Consolidated Loans (2) 0 2016 Chase Prime
University Towers (3) 285,905 15,231 270,674 Various 11.80 to 25.33%
New Haven, CT
------------- ------------ -------------
$378,524 $61,951 $316,573
============= ============ =============
(1) Included in the $46,720 discount on these notes is a valuation reserve of
$26,887. This valuation reserve was recorded by the Company in 1997 to
reflect a decline in the fair value of the underlying collateral.
(2) As part of the Settlement Agreement with Ivy in 1991, certain of
Presidential's outstanding nonrecourse loans (most of which had previously
been written down to zero) were consolidated into two notes which
currently have an aggregate outstanding principal balance of $4,770,050
and a net carrying value of zero. Presidential does not expect to recover
any material principal amounts on these notes. However, to the extent that
Presidential does receive payments, such payments will be applied to
unpaid and unaccrued interest and recognized as income. During 2003, the
Company received interest payments of $275,750 on these notes. At December
31, 2003, the total unpaid and unaccrued interest was $3,497,417 (see
Relationship with Ivy Properties, Ltd. below and Note 19 of Notes to
Consolidated Financial Statements).
(3) These notes represent a 100% interest in notes receivable held by UTB
Associates, a limited partnership in which Presidential has a 75%
interest. These notes are amortized over a period of approximately 28
years from the date of a co-op apartment sale. Included in the $15,231
discount on these notes is a valuation reserve of $9,849. This valuation
reserve was recorded by the Company in 1997 to reflect a decline in the
estimated fair value of the underlying collateral.
13
(d) Qualification as a REIT
Since 1982, the Company has operated in a manner intended to permit it to
qualify as a REIT under Sections 856 to 860 of the Code. The Company intends to
continue to operate in a manner to permit it to qualify as a REIT. However, no
assurance can be given that it will be able to continue to operate in such a
manner or to remain qualified.
In any year that the Company qualifies as a REIT and meets other conditions,
including the distribution to stockholders of at least 90% of its "real estate
investment trust taxable income" (excluding long-term capital gains but before a
deduction for dividends paid), the Company will be entitled to deduct the
distributions that it pays to its stockholders in determining its ordinary
income and capital gains that are subject to federal income taxation (see Note 9
of Notes to Consolidated Financial Statements). Income not distributed is
subject to tax at rates applicable to a domestic corporation. In addition, the
Company is subject to an excise tax (at a rate of 4%) if the amounts actually or
deemed distributed during the year do not meet certain distribution
requirements. In order to receive this favorable tax treatment, the Company must
restrict its operations to those activities which are permitted under the Code
and to restrict itself to the holding of assets that a REIT is permitted to
hold.
No assurance can be given that the Company will, in fact, continue to be taxed
as a REIT; that distributions will be maintained at the current rate; that the
Company will have sufficient cash to pay dividends in order to maintain REIT
status or that it will be able to make cash distributions in the future. In
addition, even if the Company continues to qualify as a REIT, the Board of
Directors has the discretion to determine whether or not to distribute long-term
capital gains and other types of income not required to be distributed in order
to maintain REIT tax treatment.
(e) Relationship with Ivy Properties, Ltd.
From 1979 to 1989, Presidential made loans to Ivy Properties, Ltd. and its
affiliates ("Ivy") in connection with Ivy's cooperative conversions of apartment
properties in the New York metropolitan area. In 1981, UTB Associates, a
partnership controlled by Presidential, sold an apartment property to Ivy in
return for purchase money notes. In addition, in 1984, Presidential sold to
14
Ivy its 50% partnership interest in the partnership which owned Overlook
Gardens, a 308 unit apartment complex in Alexandria, Virginia for a purchase
money note.
Ivy is owned by Thomas Viertel, Steven Baruch and Jeffrey Joseph (the "Ivy
Principals"), who are the sole partners of Pdl Partnership, which owns 198,735
shares of the Company's Class A common stock. As a result of the ownership of
these shares and 24,601 additional shares of Class A common stock owned in the
aggregate individually by the Ivy Principals, Pdl Partnership and the Ivy
Principals have beneficial ownership of an aggregate of approximately 47% of the
outstanding shares of Class A common stock of the Company, which class of stock
is entitled to elect two-thirds of the Board of Directors of the Company. By
reason of such beneficial ownership, the Ivy Principals are in a position
substantially to control elections of the Board of Directors of the Company.
Jeffrey Joseph is the President and a Director of Presidential. Thomas Viertel,
an Executive Vice President and the Chief Financial Officer of Presidential, is
the son of Joseph Viertel, a Director and a former President of Presidential,
and the nephew of Robert E. Shapiro, Chairman of the Board of Directors and a
former President of Presidential. Steven Baruch, an Executive Vice President of
Presidential, is the cousin of Robert E. Shapiro and Joseph Viertel.
In November, 1999, these three officers exercised stock options for the purchase
of an aggregate of 60,000 shares of Class B common stock at an exercise price of
$6.125 per share. Presidential made loans totaling $367,500 to these officers
for the payment of the purchase price of the 60,000 shares. The loans, which are
recourse loans, provide for an interest rate of 8% per annum, mature on November
30, 2004 and are secured by a security interest in the shares. For the year
ended December 31, 2003, interest income on these notes was $29,400. These three
officers own an aggregate of 104,954 shares of the Company's Class B common
stock. In 1999, these officers were granted options to purchase an additional
60,000 shares of Class B common stock.
As a result of the deterioration of the sales market for cooperative apartments
in the New York metropolitan area in 1989 and 1990, Ivy defaulted on certain of
its outstanding loans from Presidential in 1990 and 1991. In November, 1991,
Presidential and Ivy consummated a Settlement Agreement with respect to various
outstanding loans to Ivy. The Settlement Agreement was negotiated for
Presidential by a committee of three members of the Board of Directors with no
affiliations with the Ivy Principals (the "Independent Committee") and an
officer of Presidential who was not affiliated with the Ivy Principals, and was
approved unanimously by the Board of Directors of Presidential.
15
In connection with the Settlement Agreement, most of Ivy's subordinate
nonrecourse debt to Presidential was consolidated, on modified terms, into two
nonrecourse loans (collectively, the "Consolidated Loans") which were
collateralized by substantially all of Ivy's remaining business assets not
otherwise disposed of pursuant to the Settlement Agreement (collectively, the
"Consolidated Collateral") and required payments to be made only from certain
proceeds of sale of the Consolidated Collateral. Since substantially all of the
Consolidated Collateral has been sold and the sales proceeds used to pay other
obligations of Ivy as permitted by the terms of the Settlement Agreement,
Presidential does not expect to recover any material principal amounts on the
Consolidated Loans. However, in 1996 Presidential and the Ivy Principals agreed
to modify the Settlement Agreement to provide that the Ivy Principals will make
payments on the Consolidated Loans in an amount equal to 25% of the operating
cash flow (after provision for certain reserves) of Scorpio Entertainment, Inc.
("Scorpio"), a company owned by two of the Ivy Principals which acts as a
producer of theatrical productions. Scorpio is one of the producers of "The
Producers", a much acclaimed Broadway show which opened in April, 2001, and of
"Hairspray", another highly acclaimed Broadway musical which opened in August,
2002. "The Producers" recouped its original investment on Broadway in November,
2001 and has distributed profits regularly since then. A national tour commenced
performances in September, 2002, recouped its original investment in May, 2003,
and has begun distributing profits. A second tour commenced performances in
June, 2003. A production in Toronto, Canada began performances in November,
2003. Additional tours and productions are scheduled. "Hairspray" recouped its
original investment on Broadway in March, 2003 and began making profit
distributions in June, 2003. A national tour commenced performances in
September, 2003 and additional productions are scheduled. Amounts received by
Presidential from Scorpio will be applied to unpaid and unaccrued interest on
the Consolidated Loans and recognized as income. The Company anticipates that
these amounts will be significant over the next several years. However, the
continued profitability of any theatrical production is by its nature uncertain
and management believes that any estimate of payments from Scorpio on the
Consolidated Loans for future periods is too speculative to project. During
2003, Presidential received $275,750 of interest payments on the Consolidated
Loans. At December 31, 2003, the unpaid and unaccrued interest was $3,497,417.
As of December 31, 2003, the Consolidated Loans had an outstanding principal
balance of $4,770,050 and a net carrying value of zero.
16
The table entitled "Mortgage portfolio: notes receivable - related parties" set
forth under Loans and Investments above reflects all loans to Ivy outstanding at
December 31, 2003. All of such loans are current under their modified terms.
Management believes that it holds sufficient collateral to protect its interests
in the loans that remain outstanding to Ivy to the extent of the net carrying
value of these loans.
Any transactions relating to the implementation of the terms of the Settlement
Agreement, or otherwise involving the Ivy Principals, are subject to the
approval of the Independent Committee.
(f) Competition
The real estate business is highly competitive in all respects. In attempting to
expand its portfolio of owned properties, the Company will be in competition
with other potential purchasers for properties and sources of financing, most of
whom will be larger and have greater financial resources than the Company. As a
result of such competition, there can be no assurance that the Company will be
able to obtain opportunities for new investments at attractive rates of return.
ITEM 2. PROPERTIES
As of December 31, 2003, the Company had an ownership interest in 694 apartment
units and 410,500 square feet of commercial, industrial and professional space,
all of which are carried on the balance sheet at $15,115,470 (net of accumulated
depreciation of $6,617,535). The Company has mortgage debt on the majority of
these properties in the aggregate principal amount of $16,741,884, all of which
is nonrecourse to Presidential with the exception of $1,200,000 secured by the
mortgage on the Building Industries Center property and $190,381 secured by the
mortgage on the Mapletree Industrial Center property.
Included in the 694 apartment units owned by Presidential are 52 cooperative
apartment units. Although it may from time to time sell individual or groups of
these apartments, Presidential intends to continue to hold them as rental
apartments.
17
As of December 31, 2003, the Company also has ownership interests in two
apartment properties that are being held for sale and are classified as assets
related to discontinued operations. At December 31, 2003, the carrying value of
these two properties was $21,666,057 (net of accumulated depreciation of
$3,661,054) and the mortgage debt, which is nonrecourse to Presidential, was
$21,201,234.
In addition, PDL, Inc. (a wholly owned subsidiary of Presidential) is the
general partner of PDL, Inc. and Associates Limited Co-Partnership ("Home
Mortgage Partnership"). PDL, Inc. and Presidential have an aggregate 31% general
and limited partner interest in the Home Mortgage Partnership. The Home Mortgage
Partnership owns and operates an office building, with 211,000 square feet of
commercial space, located in Hato Rey, Puerto Rico. Presidential accounts for
its investment in this partnership under the equity method. At December 31,
2003, the Company's investment in the partnership had a negative basis for
financial reporting purposes of $2,411,112. The negative basis was a result of
distributions received from the partnership in excess of investments and
earnings, and not a result of partnership operating losses. For the year ended
December 31, 2003, the Company's equity in income from the partnership was
$377,953.
The chart below lists the Company's properties as of December 31, 2003.
18
REAL ESTATE
Average
Vacancy Mortgage
Rate Balance
PROPERTY Rentable Percent December 31, Maturity Interest
Space (approx 2003 2003 Date Rate
RESIDENTIAL APARTMENT BUILDINGS
Cambridge Green, Council Bluffs, IA 201 Apt. Units (5) 12.18% $3,011,221 October, 2029 6.65%
Crown Court, New Haven, CT (2) 105 Apt. Units (5) (Net Lease) 2,497,492 November, 2021 7.00%
& 2,000 sq.ft.
of comml. space
Fairlawn Gardens, Martinsburg, WV 112 Apt. Units (5) 9.48% 2,160,997 (1) April, 2008 7.06%
Farrington Apartments, Clearwater, FL 224 Apt. Units (5) 17.17% 7,681,793 (1) May, 2010 8.25%
INDIVIDUAL COOPERATIVE APARTMENTS
Towne House, New Rochelle, NY 42 Apt. Units (5) 4.31%
Various Cooperative Apartments, NY & CT 10 Apt. Units (5) 7.92%
COMMERCIAL BUILDINGS
Building Industries Center,
White Plains, NY 23,500 sq.ft. 0.00% 1,200,000 (1) January, 2009 5.45%
Mapletree Industrial Center, Palmer, MA 385,000 sq.ft. 5.52% 190,381 June, 2011 4.25%
-------------
$16,741,884
=============
REAL ESTATE OF DISCONTINUED OPERATIONS
RESIDENTIAL APARTMENT BUILDINGS
Continental Gardens, Miami, FL (3) 208 Apt. Units (5) 7.27% $7,597,483 (1) August, 2007 8.16%
Preston Lake Apartments, Tucker, GA (4) 320 Apt. Units (5) 19.11% 13,603,751 (1) May, 2010 8.15%
-------------
$21,201,234
=============
(1) These mortgages amortize monthly with a balloon payment due at maturity.
(2) The Crown Court property is subject to a long-term net lease containing
an option to purchase in 2009.
(3) The Continental Gardens property is under contract for sale.
(4) The Preston Lake Apartments property is being held for sale. See
Management's Discussion and Analysis of Financial Condition and Results
of Operations.
(5) With the exception of Crown Court and the individual cooperative
apartments, the apartment properties owned by the Company are
garden-style apartments. Typically apartment units range from one
bedroom/one bath units to three bedroom/two bath units and rentable area
ranges from 517 square feet to 1,352 square feet.
19
In the opinion of management, all of the Company's properties are adequately
covered by insurance in accordance with normal insurance practices. All real
estate owned by the Company is owned in fee simple with title generally insured
for the benefit of the Company by reputable title insurance companies.
The mortgages on the Company's properties have fixed rates of interest and the
majority of the mortgages amortize monthly with balloon payments due at
maturity.
ITEM 3. LEGAL PROCEEDINGS
As a result of continuing operating losses at the Company's Preston
Lake Apartments property in Tucker, Georgia, the Company decided not to make the
monthly payment due February 1, 2004 on the first mortgage note secured by the
property. On February 17, 2004, the Federal National Mortgage Association, the
holder of the mortgage, commenced an action in the Superior Court of Gwinnett
County, Georgia, against Presidential Preston Lake Corp., the Company's
wholly-owned subsidiary that owns the property ("the Owning Entity"), to enforce
an Assignment of Rents and appoint a receiver, and subsequent thereto the Owning
Entity consented to the relief sought. On March 5, 2004, the holder of the
mortgage notified the Owning Entity that it was commencing non-judicial
foreclosure proceedings against the property. The foreclosure sale is currently
scheduled for April 4, 2004. The mortgage note is nonrecourse and the Company
has no liability for repayment of the indebtedness. The Company has advised the
holder of the mortgage that it is willing to transfer ownership of the property
to it in lieu of foreclosure. See Management's Discussion and Analysis of
Financial Condition and Results of Operations - Discontinued Operations below.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) The principal market for the Company's Class A and Class B Common Stock is
the American Stock Exchange (ticker symbols PDL A and PDL B). The high and
low prices for the stock on such principal exchange for each quarterly
period during the past two years, and the per share dividends declared per
quarter, are as follows:
20
Stock Prices Dividends
------------------------------------------------ Declared Per
Class A Class B Share on
--------------------- ---------------------- Class A and
High Low High Low Class B
-------- -------- --------- -------- -------
Calendar 2003
First Quarter $ 7.50 $ 7.05 $ 7.45 $ 6.45 $ .16
Second Quarter 7.60 7.30 8.10 6.85 .16
Third Quarter 9.10 8.00 10.40 8.00 .16
Fourth Quarter 8.70 7.70 8.05 7.00 .16
Calendar 2002
First Quarter $ 9.50 $ 8.00 $ 7.10 $ 6.00 $ .16
Second Quarter 9.00 6.90 7.20 6.10 .16
Third Quarter 7.34 6.70 7.00 6.21 .16
Fourth Quarter 7.35 7.20 7.60 6.55 .16
(b) The number of record holders for the Company's Common Stock at December
31, 2003 was 122 for Class A and 575 for Class B.
(c) Under the Code, 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 "real estate
investment trust taxable income" (exclusive of capital gains) is so
distributed. Since January 1, 1982, the Company has elected to be taxed as
a REIT and has paid regular quarterly cash distributions. No assurance can
be given that the Company will, in fact, continue to be taxed as a REIT,
or that the Company will have sufficient cash to pay dividends in order to
maintain REIT status. See Qualification as a REIT above.
21
(d) Stock Option Plan not approved by security holders (for additional
information on the 1999 Stock Option Plan, see Note 15 of Notes to the
Consolidated Financial Statements):
Number of securities Weighted-average Number of securities
to be issued upon exercise exercise price of remaining available
of outstanding options outstanding options for future issuance
under equity
compensation plans
excluding securities
reflected in column (a)
(a) (b) (c)
60,000 $6.375 90,000
22
ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
2003 2002 2001 2000 1999
--------- -------- --------- -------- ---------
(Amounts in thousands, except per common share data)
Selected Data from Consolidated Statements of Operations:
Revenues:
Rental $ 5,502 $ 5,595 $ 5,451 $4,998 $ 3,485
Interest on mortgages 2,914 2,900 3,330 3,226 3,853
Other 28 21 27 38 71
--------- -------- --------- -------- ---------
Total $8,444 $ 8,516 $8,808 $8,262 $ 7,409
========= ======== ========= ======== =========
Income before net gain (loss) from sales of properties,
notes and securities $ 325 $ 699 $ 950 $ 1,171 $ 1,090
Net gain (loss) from sales of properties, notes
and securities (1)(2) 1,029 3,873 1,198 (5) 7,703
--------- -------- --------- -------- ---------
Income from continuing operations 1,354 4,572 2,148 1,166 8,793
--------- -------- --------- -------- ---------
Discontinued Operations:
Income (loss) from discontinued operations (3) (466) 42 473 47 288
Impairment of real estate held for sale (4) (3,110)
Net gain from sales of discontinued operations (5) 1,486
--------- -------- --------- -------- ---------
Total income (loss) from discontinued operations (3,576) 1,528 473 47 288
--------- -------- --------- -------- ---------
Net Income (Loss) $(2,222) $ 6,100 $ 2,621 $ 1,213 $ 9,081
========= ======== ========= ======== =========
Earnings per common share (basic and diluted):
Income before net gain from sales of properties, notes
and securities $ 0.09 $ 0.18 $ 0.26 $ 0.32 $ 0.30
Net gain from sales of properties, notes and securities 0.27 1.04 0.32 0.00 2.12
--------- -------- --------- -------- ---------
Income from continuing operations 0.36 1.22 0.58 0.32 2.42
--------- -------- --------- -------- ---------
Discontinued Operations:
Income (loss) from discontinued operations (0.12) 0.01 0.13 0.01 0.08
Impairment of real estate held for sale (0.83)
Net gain from sales of discontinued operations 0.40
--------- -------- --------- -------- ---------
Total income (loss) from discontinued operations (0.95) 0.41 0.13 0.01 0.08
--------- -------- --------- -------- ---------
Net Income (Loss) per Common Share - basic $ (0.59) $ 1.63 $ 0.71 $ 0.33 $ 2.50
========= ======== ========= ======== =========
Net Income (Loss) per Common Share - diluted $ (0.59) $ 1.63 $ 0.71 $ 0.33 $ 2.50
========= ======== ========= ======== =========
Cash distributions per common share $ 0.64 $ 0.64 $ 0.64 $ 0.64 $ 0.64
========= ======== ========= ======== =========
Weighted average number of shares outstanding - basic 3,766 3,735 3,716 3,698 3,629
========= ======== ========= ======== =========
Weighted average number of shares outstanding - diluted 3,773 3,739 3,718 3,698 3,633
========= ======== ========= ======== =========
(1) The 2002 net gain from sales of properties, notes and securities
includes a net gain of $3,750,000 from principal payments received on
the New Haven Towers note receivable, which is secured by the Encore
Apartments.
(2) The 1999 net gain from sales of properties, notes and securities
includes a net gain of $7,394,000 from the sale of the Fairfield Towers
First and Second Mortgage Notes and a net gain of $1,000,000 from
principal repayments received on the Crown Tower and Madison Towers
Notes. These gains were partially offset by a $1,450,000 loss on the
sale of securities.
(3) Operations of properties held for sale or sold have been reclassified
from rental property operations to discontinued operations for all
prior years presented. In 2003, the Company contracted for the sale of
the Continental Gardens property and decided to sell the Preston Lake
Apartments property. In 2002, the Company sold the Sunwood Apartments
property, the University Towers Professional Space Lease property and
the Towers Shoppers Parcade property.
(4) In 2003, the Company recorded an impairment charge to reduce the
carrying value of the Preston Lake Apartments assets related to
discontinued operations to their estimated fair value less costs to
sell.
(5) The 2002 net gain from sales of discontinued operations includes a net
gain of $1,143,000 from the sale of the Sunwood Apartments property
(net of a $499,000 provision for Federal taxes) and net gains of
$189,000 and $154,000 from the sale of the University Towers
Professional Space Lease property and the Towers Shoppers Parcade
property, respectively.
23
ITEM 6. SELECTED FINANCIAL DATA (CONCLUDED)
DECEMBER 31,
------------------------------------------------------------
2003 2002 2001 2000 1999
-------- -------- -------- -------- --------
(Amounts in thousands)
Selected Data from Consolidated Balance Sheets:
Real estate(1) $ 21,733 $ 21,524 $ 21,266 $ 20,984 $ 11,002
Less: accumulated depreciation 6,618 6,042 5,477 4,929 4,449
-------- -------- -------- -------- --------
Net real estate $ 15,115 $ 15,482 $ 15,789 $ 16,055 $ 6,553
======== ======== ======== ======== ========
Net mortgage portfolio $ 21,692 $ 17,608 $ 16,410 $ 15,795 $ 15,857
======== ======== ======== ======== ========
Assets related to discontinued operations (2) $ 22,159 $ 25,582 $ 32,678 $ 33,416 $ 16,214
======== ======== ======== ======== ========
Total assets $ 63,111 $ 67,781 $ 69,321 $ 69,252 $ 49,256
======== ======== ======== ======== ========
Mortgage debt - includes amounts due in one year(1) $ 16,742 $ 15,768 $ 15,978 $ 16,171 $ 9,337
======== ======== ======== ======== ========
Liabilities related to discontinued operations(2) $ 21,473 $ 21,719 $ 26,663 $ 26,916 $ 13,049
======== ======== ======== ======== ========
Accumulated other comprehensive loss $ (2,845) $ (2,641) $ (1,752) $ (1,431) $ (1,660)
======== ======== ======== ======== ========
Stockholders' equity $ 15,708 $ 20,272 $ 17,309 $ 17,284 $ 18,108
======== ======== ======== ======== ========
(1) In March, 2000, the Company acquired Farrington Apartments for a
purchase price of $9,796,000 and obtained a $7,900,000 first mortgage
loan on the property.
(2) Assets and related liabilities applicable to properties held for sale or
sold have been reclassified to assets related to discontinued operations
and liabilities related to discontinued operations for all prior years
presented. In 2003, the Company contracted for the sale of the
Continental Gardens property and decided to sell the Preston Lake
Apartments property. In 2002, the Company sold the Sunwood Apartments
property, the University Towers Professional Space Lease property and
the Towers Shoppers Parcade property.
24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
Presidential Realty Corporation is taxed for federal income tax purposes as a
real estate investment trust and owns real estate and makes loans secured by
interests in real estate.
Real Estate Loans
During 2003, the Company made two new loans in the aggregate principal amount of
$6,000,000, which loans are secured by the ownership interests in entities that
own real property. Management believes that under current market conditions it
can obtain better returns from these types of investments, which have current
interest rates ranging from 10.5% to 11.5% per annum, than the returns available
from the ownership and operation of real estate. In addition, in 2003, in order
to deter some borrowers from prepaying loans that were outstanding at favorable
interest rates, the Company modified three loans, which modifications, while
slightly reducing the interest rates on the notes, extended the maturity dates
and restricted prepayment for additional periods. In addition, the Company
received repayments of $2,954,882 on its loan portfolio.
Rental Property Operations
The Company's income from rental property operations was adversely affected
during 2003 as a result of increasing vacancy losses and expenses at its
Farrington Apartments property. In an effort to improve vacancy levels at this
property, the Company has offered reduced rents and rental concessions.
Discontinued Operations
In 2003, the Company contracted to sell its Continental Gardens property for a
sales price of $21,500,000 and the sale is expected to close in the second or
third quarter of 2004. The Company estimates the net cash proceeds of sale to be
approximately $12,200,000 and expects to utilize all or a portion of the
proceeds to purchase other properties and treat the sale and purchase as a tax
free exchange to the extent necessary to defer taxes on the sale.
25
As a result of the poor performance of the Company's Preston Lake Apartments
property, the Company decided in the third quarter of 2003, to sell that
property and has classified the property as a discontinued operation. As a
result of this decision to sell the property, the Company was required to record
the asset at the lower of the carrying value or the fair value less costs to
sell. Therefore, the Company recorded a $3,110,000 impairment charge to reduce
the carrying value of the property to its estimated fair value less costs to
sell.
Critical Accounting Policies
In preparing the consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America ("GAAP"),
management is required to make estimates and assumptions that affect the
financial statements and disclosures. These estimates require management's most
difficult, complex or subjective judgments. Management has discussed with the
Company's Audit Committee the implementation of the critical accounting policies
described below and the estimates required with respect thereto.
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 misstated.
The Company reviews each of its properties, including the property held by PDL,
Inc. and Associates Limited Co-Partnership ("Home Mortgage Partnership"), for
impairment at least annually or more often 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 impairment based on undiscounted cash
flow estimates that utilize appropriate capitalization rates. 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 of 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 December 31, 2003, the Company's net real estate
was $15,115,470 and the Home Mortgage Partnership's net real estate was
$4,295,672. No impairments have been recorded on any of these properties
(exclusive of assets included in discontinued operations).
26
Assets and Liabilities Related to Discontinued Operations
Assets related to discontinued operations are carried at the lower of cost(net
of accumulated depreciation and amortization) or fair value less costs to sell.
An operating property is classified as held for sale and, accordingly, as a
discontinued operation when, in the judgment of management, a sale that will
close within one year is probable. The Company discontinues depreciation and
amortization when a property is classified as a discontinued operation. At
December 31, 2003, assets related to discontinued operations were $22,158,540,
after an impairment charge of $3,110,000 which reduced the carrying value of a
property held for sale to its estimated fair value less costs to sell. The
amount ultimately realized upon disposition of that property could vary
materially from this estimate.
Liabilities related to assets held for sale consist primarily of the $21,201,234
nonrecourse mortgage debt on the properties, which will either be assumed by the
purchaser or repaid from the proceeds of the sale. At December 31, 2003, total
liabilities related to discontinued operations were $21,472,782 (see
Discontinued Operations below).
Mortgage Portfolio
The Company evaluates the collectibility of both accrued interest and principal
on its $29,034,734 mortgage portfolio to determine whether there are any
impaired loans. If a mortgage loan were considered to be impaired, the Company
would establish a valuation allowance equal to the difference between a) the
carrying value of the loan, and b) the present value of the expected cash flows
from the loan at its effective interest rate, or at the estimated fair value of
the real estate collateralizing the loan. Although, a loan modification could be
an indicator of a possible impairment, the Company has in the past, and may in
the future, modify loans for business purposes and not as a result of debtor
financial difficulties. Income on impaired loans is recognized only as cash is
received. All loans are current as to payment of principal and interest
according to their terms, as modified, and no loans have been classified as
impaired.
27
Allowance for Doubtful Accounts
Management assesses the collectibility 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
and bad debt expense is charged for vacated tenant accounts. At December 31,
2003, other receivables, net of an allowance for doubtful accounts of $180,613,
were $770,360. For the year ended December 31, 2003, bad debt expense (all of
which was for tenant obligations) was $91,218, less than 2% of total rental
revenues.
Pension Plans
The Company maintains a qualified defined benefit pension plan, which covers
substantially all of its employees. The plan provides for monthly retirement
benefits commencing at age 65. The Company makes annual contributions that meet
the minimum funding requirements and the maximum contribution levels under the
Internal Revenue Code. Contributions for the years ended December 31, 2003, 2002
and 2001 were $1,070,951, $740,536 and $407,204, respectively. Required
contributions for 2004 are approximately $544,000 (see Defined Benefit Plan
below). Net periodic benefit costs for the years ended December 31, 2003, 2002
and 2001 were $635,062, $508,000 and $431,576, respectively. The accumulated
benefit obligation at December 31, 2003 was $5,485,431 and the fair value of the
plan assets was $4,087,727. At December 31, 2003 and 2002, the discount rate
used in computing the accumulated benefit obligation was 6.25% and 6.50%,
respectively. The expected rate of return on plan assets was 7% for both years.
Management regularly reviews the plan assets, the actuarial assumptions and the
expected rate of return. Changes in actuarial assumptions, interest rates or
changes in the fair value of the plan assets can materially affect the benefit
obligation, the required funding and the benefit costs.
28
In addition, the Company has contractual retirement agreements with certain
active and retired officers providing for unfunded pension benefits. The Company
accrues on an actuarial basis the estimated costs of these benefits during the
years the employee provides services. The benefits generally provide for annual
payments in specified amounts for each participant for life, commencing upon
retirement, with an annual cost of living increase. Pursuant to a January 1,
2002 amendment, the benefit commencement date for three active officers was
changed to four years after they actually retire. Benefits paid for the years
ended December 31, 2003, 2002 and 2001 were $445,683, $435,286, and $427,235,
respectively. Benefit costs for the years ended December 31, 2003, 2002 and 2001
were $360,365, $320,716 and $512,680, respectively. The accumulated contractual
pension benefit obligation at December 31, 2003 was $2,866,504. At December 31,
2003 and 2002, the discount rate used in computing the accumulated benefit
obligation was 6.25% and 6.50%, respectively. Changes in interest rates and
actuarial assumptions, amendments to the plan and life expectancies could
materially affect benefit costs and the contractual accumulated pension benefit
obligation.
Income Taxes
The Company operates in a manner intended to enable it to continue to qualify as
a Real Estate Investment Trust ("REIT") under Sections 856-860 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. The Company has distributed 100% of its REIT
taxable income (exclusive of capital gains) for the 2003 year and expects to
distribute all of its remaining 2003 taxable income during 2004 and,
accordingly, has made no provision for income taxes. If the Company failed to
distribute the required amounts of income to its shareholders, or otherwise
fails to meet the REIT requirements, it would fail to qualify as a REIT and
substantial adverse tax consequences could result.
Results of Operations
2003 vs 2002
Revenues decreased by $72,204 primarily as a result of decreases in rental
revenues.
Rental revenues decreased by $93,974 primarily due to a decrease in rental
revenue of $105,753 at the Farrington Apartments property as a result of
increased vacancies at that property. These decreases were offset by net
increases of $11,779 at all other rental properties.
29
Interest on mortgages-related parties increased by $18,014 primarily as a result
of an increase of $80,000 in payments of interest income received on the
Consolidated Loans and an increase in amortization of discounts of $20,974 on
the UTB End Loans and the UTB Associates notes receivable. These increases were
partially offset by a decrease of $73,426 in interest income on the Overlook
note receivable which was repaid in March, 2003. In addition, there was a $9,463
decrease in interest income on the UTB Associates notes receivable as a result
of prepayments received on those notes in 2003.
Costs and expenses increased by $394,689 primarily due to increases in general
and administrative expenses, rental property operating expenses and real estate
tax expense.
General and administrative expenses increased by $50,143 primarily as a result
of a $182,373 increase in defined benefit plan expenses and contractual pension
and postretirement benefits expenses. In addition, there was a $67,321 increase
in professional fees. These increases were partially offset by a $191,271
decrease in salary expense (of which $211,263 pertains to a decrease in
executive bonuses).
Rental property operating expenses increased by $306,689 as a result of
increased operating expenses in a number of categories. Insurance expense
increased by $152,458, bad debt expense increased by $60,958, snow removal and
fuel and utilities increased by $64,815, payroll expenses increased by $17,244
and professional fees increased by $9,584. The $152,458 increase in insurance
expense was partially the result of insurance claim proceeds of $80,627 which
were received in the 2002 year and reduced insurance expense for 2002.
Real estate tax expense increased by $39,195 primarily as a result of increased
real estate taxes on the Crown Court property, the Building Industries Center
property and the Cambridge Green property.
Other income increased by $88,005 primarily as a result of an $82,389 increase
in equity in income of partnership. During 2002, the Company purchased an
additional 4% interest in the Home Mortgage Partnership increasing its ownership
interest from 27% to 31%. The increase in partnership interest increased the
Company's share of net income from the partnership.
30
Income from continuing operations before net gain from sales of properties
decreased by $373,385, from $698,511 in 2002 to $325,126 in 2003. The $373,385
decrease was primarily a result of a decrease in income from rental property
operations of $439,704, which was partially offset by the increase in equity in
income of partnership of $82,389. The decrease in income from rental property
operations was primarily a result of an increased loss of $158,668 on the
Farrington Apartments property primarily as a result of increased vacancy
losses. The Cambridge Green property had a decrease in operating income of
$131,893, of which $80,627 was due to insurance claim proceeds received in 2002,
which resulted in increased insurance expense in 2003. In addition, the
Mapletree Industrial Center property, the Fairlawn Gardens property and various
cooperative apartment units had decreases in operating income of $139,784, which
were a result of increases in repairs and maintenance expenses, utilities
expenses and insurance expense.
Net gain from sales of properties consists primarily of recognition of deferred
gains from sales in prior years. The recognition of such gains depends on the
timing of sales or the receipt of installments or prepayments on purchase money
notes. In 2003, the net gain from sales of properties was $1,028,596 compared
with $3,873,119 in 2002:
Gain from sales recognized for the
year ended December 31, 2003 2002
---------- ----------
Deferred gains recognized upon receipt
of principal payments on notes:
Overlook $ 880,927 $ 26,929
Cooperative apartment notes 44,652 24,402
Encore 3,750,000
Sale of property:
6300 Riverdale Ave. apartment units 103,017 71,788
---------- ----------
Net gain $1,028,596 $3,873,119
========== ==========
Discontinued Operations:
Loss from discontinued operations before impairment of real estate held for sale
and net gain from sales of discontinued operations was $466,060 in 2003 compared
to income of $42,093 in 2002. In the third quarter of 2003, the Company decided
to sell the Preston Lake Apartments property in Tucker, Georgia because, despite
the Company's efforts to improve occupancy and rent levels, the property
continued to operate at a loss. For the year ended December 31, 2003, the
property had an operating loss of $857,346 (see below). In the second quarter of
2003, the Company decided to sell the Continental Gardens property in Miami,
Florida. In September, 2003, the Company entered into a contract for the sale of
the Continental Gardens property (see below). During 2002, the Company sold the
Sunwood Apartments property in Miami, Florida, the Towers Shoppers Parcade
property in New Haven, Connecticut and the University Towers Professional Space
Lease property in New Haven, Connecticut.
31
During 2003, the Company recorded a $3,110,000 impairment loss on the Preston
Lake Apartments property. As a result, the carrying value of assets related to
discontinued operations were written down by the $3,110,000 and income (loss)
from discontinued operations was charged with an impairment loss on real estate
held for sale (see below).
The following table compares the total loss or income for the years ended
December 31, for properties included in discontinued operations:
2003 2002
----------- -----------
Income (loss) from discontinued operations:
Preston Lake Apartments, Tucker, GA $ (857,346) $ (440,266)
Continental Gardens, Miami, FL 391,286 280,593
Sunwood Apartments, Miami, FL 180,085
University Towers Professional
Space Lease, New Haven, CT 22,086
Towers Shoppers Parcade, New Haven, CT (405)
----------- -----------
Income (loss) from discontinued operations (466,060) 42,093
----------- -----------
Impairment of real estate held for sale:
Preston Lake Apartments, Tucker, GA (3,110,000)
----------- -----------
Net gain from sales of discontinued operations:
Sunwood Apartments, Miami, FL 1,142,734
University Towers Professional
Space Lease, New Haven, CT 189,604
Towers Shoppers Parcade, New Haven, CT 153,579
----------- -----------
Net gain from sales of
discontinued operations 1,485,917
----------- -----------
Total income (loss) from
discontinued operations $(3,576,060) $ 1,528,010
=========== ===========
32
Balance Sheet
Net mortgage portfolio increased by $4,083,975 primarily as a result of a
$4,500,000 loan made in October, 2003 and a $1,500,000 loan made in February,
2003. These increases were partially offset by repayments received on the
mortgage portfolio. In March, 2003, the Company received repayment of its notes
collateralized by Woodland Village, in Hartford, Connecticut. Presidential
received cash of $2,243,190, of which $873,754 repaid the Overlook loan for
which a portion of the Woodland Village notes stood as collateral. As a result,
mortgage receivables decreased by $2,243,190 and deferred gains on sale
decreased by $873,754 (a net effect of $1,369,436 on the mortgage portfolio) and
an $873,754 deferred gain was recognized. In addition, the Company received
principal payments of $365,000 on the Mark Terrace note and principal payments
of $216,079 on sold co-op apartment notes.
The $4,500,000 loan is collateralized by ownership interests in nine apartment
properties located in the Commonwealth of Virginia. The loan matures on October
23, 2013 and basic interest accrues at an annual rate of 11.50% through October
23, 2007 and at 11% per annum from October 24, 2007 to maturity. For the first
five years of the loan, a portion of the basic interest equal to 2% per annum is
deferred and is payable on the fifth anniversary of the loan.
The $1,500,000 loan is collateralized by ownership interests in Reisterstown
Square Associates, LLC, which owns Reisterstown Apartments in Baltimore,
Maryland, and by a personal guarantee from the borrower. The loan matures in
January, 2008 and has an annual interest rate of 10.50% until January, 2005.
Thereafter the interest rate changes every six months to a rate equal to 800
basis points above the six month LIBOR rate, with a minimum rate of 10.50% per
annum.
Assets related to discontinued operations decreased by $3,423,742 primarily due
to the $3,110,000 write-down of the carrying value of the Preston Lake
Apartments property. In addition, depreciation and amortization of mortgage
costs of $507,452 recorded prior to the reclassification of the properties as
"held for sale" decreased assets related to discontinued operations. These
decreases were partially offset by additions and improvements of $221,317.
33
Other receivables increased by $332,376 primarily as a result of increases of
$151,544 in accrued interest receivable and increases in other receivables of
$172,343. Increases in accrued interest receivable are the result of the terms
of the notes receivable and not a result of delinquencies. Increases in other
receivables were primarily due to approximately $155,000 of damage settlement
claims due from insurance carriers for fire and flood damage which occurred at
three properties in 2003.
Mortgage debt increased by $973,508 primarily as a result of a new $1,200,000
mortgage obtained on the Building Industries Center property. The mortgage bears
interest at the rate of 5.45% per annum, requires monthly payments of principal
and interest of $7,333 and has a $1,072,906 balloon payment due at maturity on
January 1, 2009.
Liabilities related to discontinued operations decreased by $245,804 primarily
as a result of principal payments on mortgage debt of $222,206.
Defined benefit plan liability decreased by $379,289 primarily as a result of
the improvement in the return on the pension plan asset portfolio and increased
employer contributions in 2003. The fair value of the pension plan assets
increased from $2,498,859 in 2002 to $4,087,727 in 2003.
Accrued liabilities and accrued taxes payable decreased by $639,265. In 2003,
the Company paid the $498,750 taxes payable which resulted from the $1,425,000
undistributed long-term capital gain dividend designated in 2002. Accrued
liabilities decreased by $140,515 primarily as a result of a $211,263 decrease
in executive bonus accruals.
Accounts payable increased by $125,269 as a result of increased accounts payable
for rental property operations. The increases in accounts payable are the result
of payment timing and not of insufficient cash flows.
Results of Operations
2002 vs 2001
Revenues decreased by $292,064 primarily as a result of decreases in interest
income on mortgages-sold properties and other. These decreases were partially
offset by increases in rental revenues and interest income on mortgages-related
parties.
34
Rental revenues increased by $144,920 primarily as a result of increased rental
revenues at the Company's rental properties.
Interest on mortgages-sold properties and other decreased by $573,045 primarily
due to the $255,281 amortization of discount in 2001 on the Woodgate note as a
result of the principal payment received on that note in 2001. Interest income
and amortization of discount decreased by $359,835 on the Encore note receivable
as a result of the $3,750,000 principal payment received on that note in April,
2002. In addition, interest income on the Westgate note receivable decreased by
$50,750 as a result of a decrease in the interest rate, which occurred in
August, 2001, in accordance with the terms of the note. The interest rate on the
note for the period August 1, 2001 through July 31, 2006 is 6.45% per annum and
is based on the yield of United States Treasury bills maturing on July 1, 2006
plus 150 basis points. The prior interest rate was 7.9% per annum. These
decreases were offset by interest income of $94,124 earned on a new $1,775,000
loan made in July, 2002 with an interest rate of 11.5% per annum.
Interest on mortgages-related parties increased by $142,085 primarily as a
result of an increase of $152,342 in payments of interest income received on the
Consolidated Loans. Payments on the Consolidated Loans are based on a percentage
of operating cash flows of an entity related to the debtor.
Costs and expenses increased by $7,792 primarily due to increases in rental
property operating expenses and real estate tax expenses, offset by a decrease
in general and administrative expenses.
General and administrative expenses decreased by $63,653 primarily as a result
of decreases of $170,580 in contractual pension and postretirement benefits
expenses, as a result of an amendment extending the pension benefit commencement
date for three active officers from age 65 to age 69, or four years after they
actually retire, if later. These decreases were offset by increases of $76,424
in defined benefit plan expenses and an increase of $24,248 in professional
services.
Rental property operating expenses increased by $57,286 primarily as a result of
increases of $22,168 in professional fees, an increase of $22,057 in repairs and
maintenance and an $11,162 increase in bad debts.
Real estate tax expense increased by $12,328 primarily as a result of increased
real estate taxes on the Crown Court property.
35
Other income increased by $48,069 primarily as a result of a $33,583 increase in
equity in income of partnership. During 2002, the Company purchased an
additional 4% interest in the Home Mortgage Partnership increasing its ownership
interest from 27% to 31%. The increase in partnership interest increased the
Company's share of net income from the partnership. In addition, investment
income increased by $14,486 primarily as a result of increased cash investments.
Income from continuing operations before net gain from sales of properties
decreased by $250,726, from $949,237 in 2001 to $698,511 in 2002. The $250,726
decrease was primarily a result of a $430,960 net decrease in interest income on
the Company's mortgage portfolio (sold properties and other and related parties)
as discussed above. This decrease was partially offset by an increase in income
from rental property operations of $72,610, an increase in other income of
$48,069 and a decrease in general and administrative expenses of $63,653.
Net gain from sales of properties consists primarily of recognition of deferred
gains from sales in prior years. The recognition of such gains depends on the
timing of sales or the receipt of installments or prepayments on purchase money
notes. In 2002, the net gain from sales of properties was $3,873,119 compared
with $1,198,428 in 2001:
Gain from sales recognized for the year
ended December 31, 2002 2001
---------- ----------
Deferred gains recognized upon receipt of
principal payments on notes:
Encore - $3,750,000 principal payment $3,750,000
Woodgate - $1,175,500 principal payment $ 684,991
Mark Terrace 462,250
Overlook 26,929 26,500
330 West 72nd St. - co-op apt. notes 24,402 24,687
Sale of property:
6300 Riverdale Ave. apartment units 71,788
---------- ----------
Net gain $3,873,119 $1,198,428
========== ==========
Income from discontinued operations before net gain from sales of discontinued
operations was $42,093 in 2002 compared to $473,370 in 2001. In 2003, the
Company decided to sell the Preston Lake Apartments property and the Continental
Gardens property. The operations of those properties have been reclassified to
discontinued operations for the years 2002 and 2001. During 2002, the Company
sold the Sunwood Apartments property, the Towers Shoppers Parcade property and
the University Towers Professional Space Lease property.
36
The following table compares the total loss or income for the years ended
December 31, for properties included in discontinued operations:
2002 2001
----------- -----------
Income from discontinued
operations:
Preston Lake Apartments, Tucker, GA $ (440,266) $ (48,365)
Continental Gardens, Miami, FL 280,593 289,305
Sunwood Apartments, Miami, FL 180,085 197,884
University Towers Professional
Space Lease, New Haven, CT 22,086 29,569
Towers Shoppers Parcade, New Haven, CT (405) 4,977
----------- -----------
Income from discontinued
operations 42,093 473,370
----------- -----------
Net gain from sales of discontinued operations:
Sunwood Apartments, Miami, FL 1,142,734
University Towers Professional
Space Lease, New Haven, CT 189,604
Towers Shoppers Parcade,
New Haven, CT 153,579
----------- -----------
Net gain from sales of discontinued
operations 1,485,917
----------- -----------
Total income from discontinued
operations $ 1,528,010 $ 473,370
=========== ===========
Funds From Operations
Funds from operations ("FFO") represents net income (loss) computed in
accordance with GAAP, excluding gains or losses from sales of properties
(including properties classified as discontinued operations), plus depreciation
and amortization on real estate. FFO is calculated in accordance with the
National Association of Real Estate Investment Trusts' ("NAREIT") definition.
There are no material legal or functional restrictions on the use of FFO. FFO
should not be considered as an alternative to net income as an indicator of the
Company's operating performance. Management considers FFO a supplemental measure
of operating performance and uses FFO as a measure for reviewing the Company's
operating performance between periods and for comparing performance to other
REITS.
37
FFO is summarized in the following table:
Year ended December 31,
-----------------------
2003 2002 2001
----------- ----------- -----------
Net Income (Loss) $(2,222,338) $ 6,099,640 $ 2,621,035
Net gain from sales of
properties (1,028,596) (3,873,119) (1,198,428)
Net gain from sales of discontinued
operations (1,485,917)
Depreciation and amortization on:
Real estate 581,152 569,015 547,422
Real estate of discontinued operations 486,467 779,890 918,913
Real estate of partnership 96,346 90,704 82,283
----------- ----------- -----------
Funds From (Used In) Operations (1) $(2,086,969) $ 2,180,213 $ 2,971,225
=========== =========== ===========
Distributions paid to shareholders $ 2,410,963 $ 2,390,579 $ 2,378,222
=========== =========== ===========
FFO payout ratio (2) -- 109.6% 80.0%
==== ===== =====
(1) NAREIT's revised guidance, issued in October, 2003, provides that impairment
write-downs should not be added back to net income in calculating FFO.
Accordingly, the Company has not added back the $3,110,000 write-down taken in
2003 to net income in computing FFO for the year ended December 31, 2003.
(2) In 2003, the Company decided to maintain its cash dividend at the annual
rate of $.64 per share despite the fact the dividends paid exceeded funds from
operations. As a result of balloon payments received on the Company's mortgage
portfolio and proceeds from sales of properties, the Company had funds available
to it for distribution to shareholders notwithstanding the fact that there were
no funds from operations in 2003. See Liquidity and Capital Resources below.
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.
38
Presidential obtains funds for working capital and investment from its available
cash and cash equivalents, from operating activities, from refinancing of
mortgage loans on its real estate equities, or from sales of such equities and
from repayments on its mortgage portfolio. The Company also has at its disposal
a $250,000 unsecured line of credit and a $250,000 commercial loan available
from a lending institution. Presidential pays an annual 1% fee for the line of
credit and plans to renew this line of credit when it expires in April, 2004. At
December 31, 2003, there were no outstanding balances due under the line of
credit or the term loan.
If the Company successfully completes the sale of the Continental Gardens
property, the proceeds of sale will substantially improve the Company's
liquidity and capital resources. In addition, if the Company is successful in
selling Preston Lake Apartments, or if the holder of the first mortgage
forecloses on the property, the Company's liquidity will be improved because it
will no longer continue to sustain operating and cash flow losses on that
property. See Discontinued Operations below.
At December 31, 2003, Presidential had $1,372,818 in available cash and cash
equivalents, a decrease of $5,365,950 from the $6,738,768 at December 31, 2002.
This decrease in cash and cash equivalents was due to cash used in investing
activities of $3,908,027 and cash used in financing activities of $1,483,504,
offset by cash provided by operating activities of $25,581.
During 2003 and 2002, the Company paid cash distributions to shareholders which
exceeded cash flows from operating activities. Periodically the Company receives
balloon payments on its mortgage portfolio and net proceeds from sales of
discontinued operations. These payments are available to the Company for
distribution to its shareholders or the Company may retain these payments for
future investment. The Company may in the future, as it did in 2003 and 2002,
pay dividends in excess of its cash flow from operating activities if management
believes that the Company's liquidity and capital resources are sufficient to
pay such dividends.
To the extent that payments received on its mortgage portfolio or payments
received from sales are taxable as capital gains, the Company has the option to
distribute the gain to its shareholders or retain the gain and pay Federal
income tax on it.
The Company does not have a specific policy as to the retention or distribution
of capital gains. The Company's dividend policy regarding capital gains for
future periods will be based upon many factors including, but not limited to,
the Company's present and projected liquidity, its desire to retain funds
available for additional investment, its historical dividend rate and its
ability to reduce taxes by paying dividends. While the Company has maintained
the $.64 dividend rate in 2003, no assurances can be given that the present
dividend rate will be maintained in the future.
39
Insurance
The Company carries comprehensive liability, fire, flood (where necessary),
extended coverage, rental loss and acts of terrorism insurance on all of its
properties. Management believes that all of its properties are adequately
covered by insurance. In 2003, the cost for this insurance was approximately
$398,000. The Company has renewed its insurance coverage for 2004, and the
decrease in premium costs is approximately 4%. Although the Company has been
able to obtain terrorism coverage on its properties in the past, this coverage
may not be available in the future.
Defined Benefit Plan
In 2003, the Company made contributions of approximately $1,071,000 for its
Defined Benefit Plan. Pursuant to its actuary's estimates, the contribution
requirements in 2004 will be approximately $544,000, a decrease of approximately
$527,000. The decrease in pension plan contributions is a result of positive
returns on the pension plan asset portfolio and increased contributions in 2003.
Consolidated Loans
Presidential holds two nonrecourse loans (the "Consolidated Loans"), which were
collateralized by substantially all of the remaining assets of Ivy Properties,
Ltd. and its affiliates ("Ivy"). At December 31, 2003, the Consolidated Loans
have an outstanding principal balance of $4,770,050 and a net carrying value of
zero. Pursuant to existing agreements between the Company and the Ivy
principals, the Company is entitled to receive, as payments of principal and
interest on the Consolidated Loans, 25% of the cash flow of Scorpio
Entertainment, Inc. ("Scorpio"), a company owned by two of the Ivy principals,
(Steven Baruch, Executive Vice President of Presidential, and Thomas Viertel,
Executive Vice President and Chief Financial Officer of Presidential), to carry
on theatrical productions. Amounts received by Presidential from Scorpio will be
applied to unpaid and unaccrued interest on the Consolidated Loans and
recognized as income. The Company anticipates that these amounts could be
significant over the next several years. However, the continued profitability of
any theatrical production is by its nature uncertain and management believes
that any estimate of payments from Scorpio on the Consolidated Loans for future
periods is too speculative to project. Presidential received payments of
$275,750 in 2003, $195,819 in 2002 and $43,477 in 2001 of interest income on the
Consolidated Loans. At December 31, 2003, the unpaid and unaccrued interest was
$3,497,417.
40
Operating Activities
Cash from operating activities includes interest on the Company's mortgage
portfolio, net cash received from rental property operations and distributions
received from partnership, which were $2,736,073, $516,887 and $430,901 in 2003,
respectively. Net cash received from rental property operations is net of
distributions from partnership operations to minority partners but before
additions and improvements and mortgage amortization.
Investing Activities
Presidential holds a portfolio of mortgage notes receivable. During 2003, the
Company received principal payments of $2,954,882 on its mortgage portfolio, of
which $2,889,823 represented prepayments and balloon payments. Prepayments and
balloon payments are sporadic and cannot be relied upon as a regular source of
liquidity.
In February, 2003, the Company made a $1,500,000 loan secured by ownership
interests in Reisterstown Town Square Associates, LLC, which owns Reisterstown
Apartments in Baltimore, Maryland, and by a personal guarantee from the
borrower. The loan matures on January 31, 2008 and has an annual interest rate
of 10.50% until January, 2005 and thereafter the rate is recalculated every six
months with a minimum rate of 10.50% per annum.
In October, 2003, the Company made a $4,500,000 loan collateralized by ownership
interests in nine apartment properties located in the Commonwealth of Virginia.
The loan matures on October 23, 2013 and basic interest accrues at an annual
rate of 11.50% through October 23, 2007 and at 11% per annum from October 24,
2007 to maturity. For the first five years of the loan, a portion of the basic
interest equal to 2% per annum is deferred and is payable on the fifth
anniversary of the loan. In addition to the basic interest accruing on the loan,
the Company is entitled to receive additional interest equal to 25% of any net
sales or refinancing proceeds resulting from sales or refinancing of the nine
properties. In connection with the loan, Presidential received a $22,500
commitment fee. This loan was made to a company controlled by an individual who
also controls other companies to whom Presidential has previously made four
other collateralized loans. Some, but not all, of these other loans are
guaranteed in whole or in part by the individual. The aggregate net carrying
value of all of the loans made by Presidential to companies controlled by the
individual is approximately $11,835,000 and all of such loans are in good
standing.
41
During 2003, the Company invested $223,474 in additions and improvements to its
properties. It is projected that additions and improvements in 2004 will be
approximately at the same level. In 2003, the Company also purchased an
additional 8-1/3% interest in the UTB Associates partnership for a purchase
price of $39,443.
Financing Activities
The Company's indebtedness at December 31, 2003, consisted of $16,741,884 of
mortgage debt. The mortgage debt, which is collateralized by individual
properties, is nonrecourse to the Company with the exception of the $1,200,000
Building Industries Center mortgage and the $190,381 Mapletree Industrial Center
mortgage, which are collateralized by the properties and are recourse to
Presidential. In addition, some of the Company's mortgages provide for Company
liability for damages resulting from specified acts or circumstances, such as
for environmental liabilities and fraud. Generally, mortgage debt repayment is
serviced with cash flow from the operations of the individual properties. During
2003, the Company made $226,492 of principal payments on mortgage debt.
In December, 2003, the Company obtained a new $1,200,000 mortgage on its
Building Industries Center property. The mortgage bears interest at the rate of
5.45% per annum, requires monthly payments of principal and interest of $7,333
and has a balloon payment of $1,072,906 due at maturity on January 1, 2009.
The mortgages on the Company's properties are at fixed rates of interest. With
the exception of three mortgages which will be fully amortized by periodic
principal payments, the remaining mortgages have balloon payments due at
maturity as follows:
42
Outstanding Maturity Interest Balloon
Property Balance Date Rate Payment
-------- ------- ---- ---- -------
Building Industries
Center $1,200,000 Jan., 2009 5.45% $1,072,906
Fairlawn Gardens 2,160,997 April,2008 7.06 2,012,668
Farrington Apts. 7,681,793 May, 2010 8.25 7,106,299
During 2003, Presidential declared and paid cash distributions of $2,410,963 to
its shareholders and received proceeds from its dividend reinvestment and share
purchase plan of $253,606.
Discontinued Operations
For the years ended December 31, 2003, 2002 and 2001, income (loss) from
discontinued operations includes the Continental Gardens property, which is
under contract for sale, and the Preston Lake Apartments property, which is
currently being marketed for sale. Both of these properties have been designated
as held for sale. In addition, income (loss) from discontinued operations in
2002 and 2001 includes the Sunwood Apartments property, the University Towers
Professional Space Lease property and the Towers Shoppers Parcade property, all
of which were sold during the year ended December 31, 2002.
43
The following table summarizes income for the properties sold or held for sale.
Year Ended December 31,
-----------------------
2003 2002 2001
----------- ----------- -----------
Revenues:
Rental $ 4,067,705 $ 5,238,673 $ 6,176,054
Interest 34,004
----------- ----------- -----------
Total 4,067,705 5,272,677 6,176,054
----------- ----------- -----------
Rental property expenses:
Operating expenses 1,873,094 1,956,381 2,145,322
Interest on mortgage debt 1,752,473 1,974,451 2,095,217
Real estate taxes 402,328 478,554 499,301
Depreciation on real estate 486,467 779,890 918,913
Amortization of mortgage costs 20,985 39,189 41,162
----------- ----------- -----------
Total 4,535,347 5,228,465 5,699,915
----------- ----------- -----------
Other income - investment income 1,582 8,927 12,020
----------- ----------- -----------
Income (loss) before minority interest (466,060) 53,139 488,159
Minority interest (11,046) (14,789)
----------- ----------- -----------
Income (loss) from
discontinued operations (466,060) 42,093 473,370
----------- ----------- -----------
Impairment of real estate
held for sale (3,110,000)
----------- ----------- -----------
Gain from sale of discontinued operations:
Net gain before provision
for income taxes and
minority interest 2,079,497
Provision for federal taxes (498,750)
Minority interest (94,830)
----------- ----------- -----------
Net gain from sale of
discontinued operations 1,485,917
----------- ----------- -----------
Total income (loss)
from discontinued operations $(3,576,060) $ 1,528,010 $ 473,370
=========== =========== ===========
During 2003, the Company entered into conditional contracts for the sale of the
Continental Gardens property in Miami, Florida, which contracts were terminated
by the purchasers. In September, 2003, the Company entered into a new contract
for the sale of this property for a sales price of $21,500,000. The contract
became unconditional on November 7, 2003, subject to the Company's obligation to
reduce radon levels at some of the apartments and the purchaser made a contract
deposit of $500,000 in escrow. Subsequent to year end, the Company satisfied the
radon remediation condition and the sale is expected to close in the second or
third quarter of 2004. If the sale is completed pursuant to this contract, the
gain from the sale for financial reporting purposes is estimated to be
approximately $11,089,000. Presidential intends to utilize all or a portion of
the estimated net proceeds of $12,200,000 from the sale to purchase another
property or properties and treat the sale and purchase as a tax free exchange
under Section 1031 of the Internal Revenue Code ("IRC"). There can be no
assurances, however, that the sale will close or that the amount ultimately
realized will not change from the amount described herein or that a satisfactory
exchange property will be found. However, if a successful tax free exchange
under Section 1031 of the IRC does not occur, the Company would be subject to
tax on its undistributed capital gains.
44
In the third quarter of 2003, the Company decided to sell Preston Lake
Apartments, a 320-unit apartment property in Tucker, Georgia. The property has
had consistent vacancy problems and is located in an area that has a struggling
economy. In spite of the Company's efforts to reduce the vacancy levels and to
cut expenses at the property, the occupancy rate for 2003 was approximately 81%.
For the year ended December 31, 2003, gross revenues were $1,999,903 and the
loss from operations was $857,346 (which includes depreciation expense of
$359,484). At December 31, 2003, the outstanding mortgage balance was
$13,603,751, the interest rate is 8.15% per annum and the mortgage matures in
May, 2010.
The property has been listed for sale with a real estate broker and although the
Company has not obtained a firm purchase commitment to date, based upon offers
made by prospective purchasers, the Company estimated that the fair value of the
property, less costs to sell, was below the $16,204,950 carrying value of the
property (net of accumulated depreciation of $1,628,334). Therefore, in 2003,
the Company recorded an impairment charge in the amount of $3,110,000 to reduce
the carrying value of the assets related to discontinued operations to their
fair value less costs to sell. There can be no assurances that the property will
be sold or that the amount ultimately realized will not change from the recorded
fair value less costs to sell.
After December 31, 2003, the Company decided not to make the monthly payment due
February 1, 2004 on the first mortgage note secured by Preston Lake Apartments.
The holder of the first mortgage has commenc