UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30,
2023
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13
or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-08594
PRESIDENTIAL REALTY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | | 13-1954619 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer
Identification No.) |
530 Seventh Avenue, Suite 407
New York, NY 10018
(Address of Principal Executive Office)
Registrant’s Telephone Number, Including
Area Code: (914) 948-1300
N/A
(Former Name, Former Address and Former Fiscal
Year, If Changed Since Last Report)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock par value $.00001 | | PDNLA | | N/A |
Class B Common Stock par value $.00001 | | PDNLB | | N/A |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date: As of October 31, 2023, there were 442,533 shares of
Class A common stock and 4,746,147 shares of Class B common stock outstanding.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
Index to Form 10-Q
For the Quarterly Period Ended
September 30, 2023
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES |
CONSOLIDATED BALANCE SHEETS |
| |
SEPTEMBER 30, | | |
DECEMBER 31, | |
| |
2023 | | |
2022 | |
Assets | |
(Unaudited) | | |
| |
| |
| | |
| |
Real estate | |
$ | 1,664,537 | | |
$ | 1,626,860 | |
Less: accumulated depreciation | |
| 1,004,683 | | |
| 959,637 | |
| |
| | | |
| | |
Net real estate | |
| 659,854 | | |
| 667,223 | |
Investment in Avalon Jubilee, LLC | |
| - | | |
| - | |
Prepaid expenses | |
| 34,890 | | |
| 78,771 | |
Other receivables (net of valuation allowance of $246 at September 30, 2023 and $3,500 at December 31, 2022) | |
| 28,304 | | |
| 28,001 | |
Cash | |
| 170,285 | | |
| 154,331 | |
Mortgage escrow | |
| 183,671 | | |
| 81,091 | |
Other assets | |
| 5,283 | | |
| 12,857 | |
Total Assets | |
$ | 1,082,287 | | |
$ | 1,022,274 | |
| |
| | | |
| | |
Liabilities and Equity | |
| | | |
| | |
| |
| | | |
| | |
Liabilities: | |
| | | |
| | |
Mortgage payable, net | |
$ | 1,423,421 | | |
$ | 1,445,878 | |
Accounts payable and accrued liabilities | |
| 606,170 | | |
| 540,013 | |
Other liabilities | |
| 56,526 | | |
| 57,453 | |
| |
| | | |
| | |
Total Liabilities | |
| 2,086,117 | | |
| 2,043,344 | |
| |
| | | |
| | |
Presidential Stockholders’ Deficit: | |
| | | |
| | |
Common stock: par value $.00001 per share | |
| | | |
| | |
| |
September 30, 2023 | | |
December 31, 2022 | | |
| | |
| |
Class A | |
| | |
| |
Authorized: | |
| 700,000 | | |
| 700,000 | | |
| | | |
| | |
Issued and Outstanding: | |
| 442,533 | | |
| 442,533 | | |
| 4 | | |
| 4 | |
Class B | |
| | | |
| | | |
| | | |
| | |
Authorized: | |
| 999,300,000 | | |
| 999,300,000 | | |
| | | |
| | |
Issued and Outstanding: | |
| 4,746,147 | | |
| 4,746,147 | | |
| 47 | | |
| 47 | |
Additional paid-in capital | |
| | | |
| | | |
| 8,122,108 | | |
| 8,122,108 | |
Accumulated deficit | |
| | | |
| | | |
| (9,125,989 | ) | |
| (9,143,229 | ) |
Total Stockholders’ Deficit | |
| | | |
| | | |
| (1,003,830 | ) | |
| (1,021,070 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total Liabilities and Stockholders’ Deficit | |
| | | |
| | | |
$ | 1,082,287 | | |
$ | 1,022,274 | |
See
notes to the consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF OPERATIONS |
| |
THREE MONTHS ENDED SEPTEMBER 30, | | |
NINE MONTHS ENDED SEPTEMBER 30, | |
| |
Unaudited | | |
Unaudited | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Revenues: | |
| | |
| | |
| | |
| |
Rental | |
$ | 278,349 | | |
$ | 275,935 | | |
| 855,169 | | |
| 828,708 | |
Total Revenue | |
| 278,349 | | |
| 275,935 | | |
| 855,169 | | |
| 828,708 | |
| |
| | | |
| | | |
| | | |
| | |
Costs and Expenses: | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 76,306 | | |
| 71,987 | | |
| 219,389 | | |
| 352,776 | |
| |
| | | |
| | | |
| | | |
| | |
Rental property: | |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| 147,976 | | |
| 144,062 | | |
| 475,958 | | |
| 442,486 | |
Interest expense and amortization of mortgage costs | |
| 26,369 | | |
| 27,066 | | |
| 78,897 | | |
| 80,721 | |
Real estate taxes | |
| 9,385 | | |
| 10,333 | | |
| 26,265 | | |
| 29,810 | |
Depreciation on real estate | |
| 14,688 | | |
| 16,570 | | |
| 45,046 | | |
| 43,118 | |
| |
| | | |
| | | |
| | | |
| | |
Total Costs and Expenses | |
| 274,724 | | |
| 270,018 | | |
| 845,555 | | |
| 948,911 | |
| |
| | | |
| | | |
| | | |
| | |
Other Income: | |
| | | |
| | | |
| | | |
| | |
Distribution from Avalon Jublee, LLC | |
| 7,574 | | |
| - | | |
| 7,574 | | |
| - | |
Investment income | |
| 21 | | |
| 3 | | |
| 52 | | |
| 8 | |
Total other income | |
| 7,595 | | |
| 3 | | |
| 7,626 | | |
| 8 | |
Net income (loss) | |
$ | 11,220 | | |
$ | 5,920 | | |
$ | 17,240 | | |
$ | (120,195 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) per Common Share -basic | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | (0.02 | ) |
Net income (loss) per Common Share -diluted | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | (0.02 | ) |
Weighted Average Number of Shares Outstanding | |
| | | |
| | | |
| | | |
| | |
basic | |
| 5,188,680 | | |
| 5,188,680 | | |
| 5,188,680 | | |
| 5,188,680 | |
diluted | |
| 5,738,680 | | |
| 5,738,680 | | |
| 5,738,680 | | |
| 5,188,680 | |
See
notes to the consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited) |
| |
Common Stock | | |
Additional Paid-in Capital | | |
Accumulated Deficit | | |
Total Stockholders’ Deficit | |
| |
| | |
| | |
| | |
| |
Balance at December 31, 2022 | |
| 51 | | |
$ | 8,122,108 | | |
$ | (9,143,229 | ) | |
$ | (1,021,070 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| (9,799 | ) | |
| (9,799 | ) |
| |
| | | |
| | | |
| | | |
| | |
Balance at March 31, 2023 | |
| 51 | | |
| 8,122,108 | | |
| (9,153,028 | ) | |
| (1,030,869 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| 15,819 | | |
| 15,819 | |
| |
| | | |
| | | |
| | | |
| | |
Balance at June 30, 2023 | |
| 51 | | |
| 8,122,108 | | |
| (9,137,209 | ) | |
| (1,015,050 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| 11,220 | | |
| 11,220 | |
| |
| | | |
| | | |
| | | |
| | |
Balance at September 30, 2023 | |
| 51 | | |
$ | 8,122,108 | | |
$ | (9,125,989 | ) | |
$ | (1,003,830 | ) |
| |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2021 | |
| 51 | | |
$ | 8,122,108 | | |
$ | (9,023,541 | ) | |
$ | (901,382 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| (120,123 | ) | |
| (120,123 | ) |
| |
| | | |
| | | |
| | | |
| | |
Balance at March 31, 2022 | |
| 51 | | |
| 8,122,108 | | |
| (9,143,664 | ) | |
| (1,021,505 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
| | | |
| | | |
| (5,991 | ) | |
| (5,991 | ) |
| |
| | | |
| | | |
| | | |
| | |
Balance at June 30, 2022 | |
| 51 | | |
| 8,122,108 | | |
| (9,149,655 | ) | |
| (1,027,496 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
| | | |
| | | |
| 5,920 | | |
| 5,920 | |
| |
| | | |
| | | |
| | | |
| | |
Balance at September 30, 2022 | |
| 51 | | |
$ | 8,122,108 | | |
$ | (9,143,735 | ) | |
$ | (1,021,576 | ) |
See
notes to the consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| |
FOR THE NINE MONTHS
ENDED | |
| |
SEPTEMBER 30, | |
| |
2023 | | |
2022 | |
| |
Unaudited | | |
Unaudited | |
| |
| | |
| |
Net income (loss) | |
$ | 17,240 | | |
$ | (120,195 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Adjustments to reconcile net income (loss) to net cash flow from operating
activities: | |
| | | |
| | |
Depreciation and amortization | |
| 56,845 | | |
| 54,917 | |
Bad debt | |
| - | | |
| 15 | |
Changes in assets and liabilities: | |
| | | |
| | |
Decrease (increase) in: | |
| | | |
| | |
Other receivables | |
| (303 | ) | |
| 2,777 | |
Prepaid expenses | |
| 43,881 | | |
| (16,900 | ) |
Other assets | |
| 7,574 | | |
| 21 | |
Increase (decreases) in: | |
| | | |
| | |
Accounts payable and accrued liabilities | |
| 66,157 | | |
| 116,783 | |
Other liabilities | |
| (927 | ) | |
| (18,765 | ) |
| |
| | | |
| | |
Total adjustments | |
| 173,227 | | |
| 138,848 | |
| |
| | | |
| | |
Net cash flow provided by operating activities | |
| 190,467 | | |
| 18,653 | |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Payments disbursed for capital improvements | |
| (37,677 | ) | |
| (34,879 | ) |
| |
| | | |
| | |
Net cash flow used in investing activities | |
| (37,677 | ) | |
| (34,879 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Principal payments on mortgage debt | |
| (34,256 | ) | |
| (32,224 | ) |
| |
| | | |
| | |
Net cash flow used in financing activities | |
| (34,256 | ) | |
| (32,224 | ) |
| |
| | | |
| | |
Net increase (decrease) in cash and restricted cash | |
| 118,534 | | |
| (48,450 | ) |
| |
| | | |
| | |
Cash and restricted cash, Beginning of period | |
| 235,422 | | |
| 284,632 | |
| |
| | | |
| | |
Cash and restricted cash, End of Period (1) | |
$ | 353,956 | | |
$ | 236,182 | |
Supplemental cash flow information: | |
| | | |
| | |
Interest paid in cash | |
$ | 67,519 | | |
$ | 69,552 | |
See
notes to the consolidated financial statements.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
| 1. | Organization and Summary of Significant Accounting Policies |
Organization
Presidential Realty Corporation (“Presidential”
or the “Company”) is operated as a self-administrated, self-managed Real Estate Investment Trust (“REIT”). The
Company is engaged principally in the ownership of income producing real estate. Presidential operates in a single business segment, investments
in real estate related assets.
Basis of Presentation
At September 30, 2023, the Company has had a
history of operating losses and working capital deficiency, which have been detrimental to our operations and could potentially
affect our ability to meet our obligations and continue as a going concern. In addition, on November 1, 2023 the Company was
notified by the loan special servicer that the Company, in its role as a Guarantor of the Loan, was in default of the
Guarantor Liquidity Covenant on the loan. The Company has notified the special servicer that it disagrees with their
calculation of the liquidity covenant and is working with them to resolve this issue. If the Company is not able to cure
the default, it could trigger an acceleration of the outstanding principal amount due under the loan, additional interest, and
penalties. If this were to occur, it would be extremely detrimental to the Company’s financial condition. In the event we are
unable to resolve this dispute with the special servicer, management has the ability and intent to cure the default by lending funds
to the Company.
The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and
the requirements of the Securities and Exchange Commission (“SEC”). The financial statements include all normal and recurring
adjustments that are necessary for a fair presentation of the Company’s financial position and operating results. These consolidated
financial statements and accompanying notes should be read in conjunction with the Company’s Form 10-K for the year ended December
31, 2022 filed on March 31, 2023.
Real Estate
Real estate is stated at cost. Generally, depreciation
is provided on the straight-line method over the assets estimated useful lives, which range from twenty to thirty-nine years for buildings
and improvements and from three to ten years for furniture and equipment. Maintenance and repairs are charged to operations as incurred
and renewals and replacements are capitalized. The Company reviews each of its property investments for possible impairment whenever events
or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment of properties is determined to exist
when estimated amounts recoverable through future operations on an undiscounted basis are below the properties carrying value. If a property
is determined to be impaired, it is written down to its estimated fair value. As of September 30, 2023 and December 31, 2022, the Company
did not identify any indicators of impairment.
Principles of Consolidation
The Company consolidates variable interest entities
(VIEs) for which it is the primary beneficiary, generally as a result of having the power to direct the activities that most significantly
affect the VIE’s economic performance and holding variable interest that convey to the Company the obligation to absorb losses or
the right to receive benefits that could potentially be significant to the VIE.
The accompanying consolidated financial statements
include the accounts of Presidential Realty Corporation and its wholly owned subsidiaries. All significant intercompany balances and transactions
have been eliminated.
Investments in Joint Venture
The Company has an equity investment in a joint
venture and accounts for this investment using the fair value method of accounting.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
| 1. | Organization and Summary of Significant Accounting Policies
(Continued) |
Revenue Recognition
Rental revenues include revenues from the leasing of space at our Mapletree
Property, which primarily consist of monthly base rents in addition to the reimbursement of utilities. Other rental revenues, which are
included as a component of rental revenue, primarily include fees related to build-out or other services performed by the Company on the
property.
The Company adopted ASU 2014-09, Revenue from Contracts with Customers
(ASC 606) effective January 1, 2018, and its adoption did not have a material effect on the consolidated financial statements, as the
majority of the Company’s revenue is recognized under ASC 840, Leases, and subsequently ASU 2016-02, Leases (ASC 842),
upon its adoption, which are scoped out of ASC 606. ASC 606 establishes a single comprehensive model for entities to use in accounting
for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires
us to recognize for certain of our revenue sources the transfer of promised goods or services to customers in an amount that reflects
the consideration we are entitled to in exchange for those goods or services. The Company’s other rental revenues recognized in
accordance with ASC 606 are recognized over time as the performance obligations are satisfied. Such revenues are not material to the consolidated
financial statements.
The Company adopted ASC 842 effective January
1, 2019, and its adoption did not have a material effect on the consolidated financial statements. As a lessor, the adoption of ASC 842
(as amended by subsequent ASUs) did not change the timing of revenue recognition of the Company’s rental revenues. Revenues from
the leasing of space at our property to tenants includes (i) lease components, including fixed and variable lease payments, and nonlease
components which include reimbursement of electric expense and (ii) reimbursement of real estate taxes. As lessor, we have elected to
combine the lease and nonlease components of our operating lease agreements and account for the components as a single lease component
in accordance with ASC 842.
Revenues derived from fixed lease payments are recognized on a straight-line
basis over the non-cancelable period of the lease, together with renewal options that are reasonably certain of being exercised. We commence
rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of real
estate taxes and electric expense are generally recognized in the same period as the related expenses are incurred, which did not change
as a result of the adoption of ASC 842.
The Company assesses the collectability of lease
receivables (including future minimum rental payments) both at commencement and throughout the lease
term. If our assessment of collectability changes during the lease term, any difference between the revenue that would have been received
under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental
revenue. Rental revenue associated with leases where collectability has been deemed less than probable is recognized on a cash basis in
accordance with ASC 842.
Allowance for Doubtful Accounts
The Company assesses the collectability of amounts
due from tenants and other receivables, using indicators such as past-due accounts, the nature and age of the receivable, the payment
history and the ability of the tenant or debtor to meet its payment obligations. Management’s estimate of allowances for doubtful
accounts is subject to revision as these factors change. Any subsequent recovery of tenant receivable that were previously reserved is
recorded as a reduction in the allowance of bad debt. As of September 30, 2023 and December 31, 2022, the allowance relating to tenant
receivables was $246 and $3,500, respectively.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
| 1. | Organization and Summary of Significant Accounting Policies
(Continued) |
Net Income (Loss) Per Share
Basic net income (loss) per share data is computed by dividing net
income (loss) by the weighted average number of shares of Class A and Class B common stock outstanding (excluding non-vested shares) during
each period. Diluted net income (loss) per share is computed by dividing net income by the weighted average shares outstanding, including
the dilutive effect, if any, of non-vested shares. For the three and nine months ended September 30, 2023 and 2022, the weighted average
shares outstanding as used in the calculation of diluted income per share includes 550,000, of outstanding stock options, as their
inclusion would be antidilutive.
Cash and cash equivalents
Cash includes cash on hand, cash in banks and
cash in money market funds. Cash equivalents represent short-term, highly liquid investment which are readily convertible to cash and
have maturities of three months or less.
Management Estimates
The consolidated financial statements have been
prepared in accordance with GAAP. In preparing the consolidated financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated
balance sheets and the reported amounts of income and expense for the reporting period. Actual results could differ from those estimates.
Accounting for Stock Awards
The Company recognizes the cost of employee and
non-employee services received in exchange for awards of equity instruments as stock-based compensation expense. Stock-based compensation
expense is measured at the grant date based on the fair value of the stock award and options, is recognized as an expense, less expected
forfeitures, over the requisite service period, which typically equals the vesting period. Stock-based compensation expense for the three
and nine months ended September 30, 2023 and 2022 was $0.
Accounting for Income Taxes
The Company accounts for income taxes utilizing
the asset and liability approach requiring the recognition of deferred tax assets and liabilities for the expected future tax consequences
of net operating loss carryforwards and temporary differences between the basis of assets and liabilities for financial reporting purposes
and tax purposes and for net operating loss and other carryforwards. A valuation allowance is provided for deferred tax assets based on
the likelihood of realization.
The Company recognizes the benefit of an uncertain
tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained
on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the
largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.
The Company operates in multiple tax jurisdictions
within the United States of America. The Company remains subject to examination in all tax jurisdictions until the applicable statutes
of limitation expire. As of September 30, 2023, the tax years after 2020 remain subject to examination. The Company did not record any
unrecognized tax positions for the three and nine months ended September 30, 2023 and 2022.
Mortgage costs
The Company amortizes mortgage costs over the
life of the loan.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
| 1. | Organization and Summary of Significant Accounting Policies
(Continued) |
Recent Accounting Pronouncements Adopted
In September 2016, the FASB issued ASU 2016-13,
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update requires
immediate recognition of management’s estimates of current expected credit losses (“CECL”). Under the prior model, losses
were recognized only as they were incurred. The new model is applicable to all financial instruments that are not accounted for at fair
value through net income. The standard is effective for fiscal years beginning after December 15, 2022, for public entities qualifying
as smaller reporting companies. The adoption did not have a material effect on the consolidated financial statements.
Real estate is comprised of the following:
| |
September 30,
2023 | | |
December 31,
2022 | |
| |
| | |
| |
Land | |
$ | 79,100 | | |
$ | 79,100 | |
Buildings | |
| 1,516,640 | | |
| 1,478,963 | |
Furniture and equipment | |
| 68,797 | | |
| 68,797 | |
| |
| | | |
| | |
Total | |
$ | 1,664,537 | | |
$ | 1,626,860 | |
Rental revenue is from our Mapletree Property
which constituted all of the rental revenue for the Company for the three and nine months ended September 30, 2023 and 2022.
| 3. | Investment in Partnership |
We own a 31.3333% interest in Avalon
Jubilee, LLC (the Avalon Property) with an aggregate fair value of $0. The Company has elected the fair value option versus
accounting under the equity method as the fair value better represents the Company’s expected realization of this investment.
During the three months ended September 30, 2023 we received a cash tax distribution of $7,574. We do not anticipate any additional
distributions in the near future.
At September 30, 2023 and December 31, 2022 the
Avalon Property consists of 19 finished, single-family subdivision lots and approximately 21.42 acres of subsequent phases of undeveloped
land in Los Lunas, New Mexico.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
On July 28, 2015, Palmer-Mapletree LLC, a wholly-owned
subsidiary of the Company entered into a Loan Agreement (the “Loan Agreement”) with Natixis Real Estate Capital LLC providing
for a mortgage loan in the principal amount of $1,750,000 (the “Loan”) at an interest rate of 6.031%. Loan proceeds of $934,794
were used to repay the prior mortgage loan and line of credit on the Mapletree Property. Loan proceeds of $123,757 were set aside for
capital improvements and reserves for the property. We received net proceeds of $585,125. The Loan matures on August 5, 2025 and requires
monthly principal and interest payments of $11,308 and escrows for insurance, taxes and capital improvements. Escrow balances are considered
restricted cash. The mortgage is presented net of unamortized Mortgage costs, the outstanding balance of the loan and loan costs were
as follows:
| |
Mortgage | | |
Unamortized | | |
Interest | |
| |
Balance | | |
mortgage Costs | | |
Expense | |
| |
| | |
| | |
| |
September 30, 2023 | |
$ | 1,451,934 | | |
$ | 28,513 | | |
$ | 67,098 | |
| |
| | | |
| | | |
| | |
December 31, 2022 | |
$ | 1,486,191 | | |
$ | 40,313 | | |
$ | 91,885 | |
The Company is required to maintain certain financial covenants on
the mortgage. On November 1, 2023 the Company was notified by the loan special servicer that the Company, in its role as
a Guarantor of the Loan, was in default of the Guarantor Liquidity Covenant on the loan. The Company has notified the special servicer
that it disagrees with their calculation of the liquidity covenant and is working with them to resolve this issue.
The
Company was in compliance with all other financial covenants on the loan at September 30, 2023 and December 31, 2022.
Future maturities of mortgage payments are as follows:
2023 |
|
$ |
12,591 |
|
2024 |
|
|
50,269 |
|
2025 |
|
$ |
1,389,074 |
|
Presidential has elected to qualify as a Real
Estate Investment Trust under the Internal Revenue Code. A REIT which distributes at least 90% of its real estate investment trust taxable
income to its shareholders each year by the end of the following year and which meets certain other conditions will not be taxed on any
of its taxable income as long as they distribute the required amounts to its shareholders.
ASC 740 prescribes a more likely than not recognition
threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken. If the Company’s
tax position in relation to a transaction was not likely to be upheld, the Company would be required to record the accrual for the tax
and interest thereon. As of September 30, 2023, the tax years that remain open to examination by the federal, state, and local taxing
authorities are the 2020 – 2022 tax years and the Company was not required to accrue any liability for those tax years.
The Company has accumulated a net operating loss
carry forward of approximately $21,230,000. These net operating losses may be available in future years to reduce taxable income when
and if it is generated. These loss carryforwards begin to expire in 2027 and are available to offset 100% of taxable income. Net operating
losses generated in 2018 and thereafter will be available to offset 80% of taxable income beginning in 2021. Under the Cares Act, taxpayers
with NOLs arising in tax years beginning in 2018, 2019 and 2020 can carry them back five years.
For the nine months ended September 30, 2023,
the Company had taxable income of approximately $50,000 and $.01 per share which was all ordinary income, before utilization of net operating
loss carry forwards.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
| 6. | Commitments, Contingencies, Concentrations and Related parties |
A) Related Parties
| 1) | Executive Employment Agreements |
Nickolas W. Jekogian III –Mr.
Jekogian is employed by the Company as the Chief Executive Officer on a month-to-month basis until such time as otherwise determined by
the Company in its sole discretion. Mr. Jekogian has not received any salary for the three and nine months ended September 30, 2023 and
2022, and we do not anticipate paying him any salary during the remainder of 2023.
Alexander Ludwig - Mr. Ludwig,
is employed by the Company as the President, Chief Operating Officer and Principal Financial Officer. Mr. Ludwig has not received any
salary for the three and nine months ended September 30, 2023 and 2022, and we do not anticipate paying him any salary during the remainder
of 2023.
| 2) | Property Management Agreement |
On November 8, 2011, the Company and
Signature Community Management LLC (“Signature”), (an entity owned by our CEO) entered into a Property Management Agreement
pursuant to which the Company retained Signature as the exclusive, managing and leasing agent for the Company’s Mapletree Property.
Signature receives compensation of 5% of monthly rental income actually received from tenants at the Mapletree Property. The Property
Management Agreement renewed for a one-year term on November 8, 2023 and will automatically renew for one-year terms until it is terminated
by either party upon written notice. The Company incurred management fees of $11,938 and $12,836, and $37,493 and $35,486 for the three
and nine months ended September 30, 2023 and 2022, respectively.
The balance unpaid to Signature at September
30, 2023 and December 31, 2022, for management fees was $142,751 and $114,799, respectively and is recorded in accounts payable and accrued
liabilities.
| 3) | Asset Management Agreement |
On November 8, 2011, the Company entered
into an Asset Management Agreement with Signature Community Investment Group LLC (“SCIG”), (an entity owned by our CEO) pursuant
to which the Company engaged SCIG to oversee the Mapletree Property. SCIG receives an asset management fee of 1.5% of the monthly gross
rental revenues collected for the Mapletree Property. The Asset Management Agreement renewed for a one-year term on November 8, 2023 and
will automatically renew for one-year terms until it is terminated by either party upon written notice. The Company incurred asset management
fees of $3,581 and $3,851 and $11,248 and $10,716 for the three and nine months ended September 30, 2023 and 2022, respectively.
The balance unpaid to SCIG at September
30, 2023 and December 31, 2022, for asset management fees was $63,577 and $52,329, respectively, and is recorded in account payable and
accrued liabilities.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
| 6. | Commitments, Contingencies, Concentrations and Related parties
(Continued) |
In the ordinary course of business, we may be
subject to litigation from time to time. Except as discussed below, there is no current, pending or, to our knowledge, threatened litigation
or administrative action to which we are a party or of which our property is the subject (including litigation or actions involving our
officers, directors, affiliates, or other key personnel, or holders of record or beneficially of more than 5% of any class of our voting
securities, or any associate of such party) which in our opinion has, or is expected to have, a material adverse effect upon our business,
prospects, financial condition or operations.
There is pending in the Supreme Court of the state
of New York county of New York (Index No. 656191/2017) an action entitled MLF3 NWJ LLC filed in October of 2017, against Nickolas W. Jekogian,
III, Presidential Realty Corporation, Presidential Realty Operating Partnership LP, First Capital Real Estate Trust Incorporated, First
Capital Real Estate Operating Partnership, Nickolas W. Jekogian, JR. as trustee of The BBJ Family Irrevocable Trust, Alexander Ludwig,
Signature Group Advisors LLC, Richard Brandt, Marjorie Feder as Executrix of the Estate of Robert Feder, Jeffrey F. Joseph, Jeffrey Rogers.
The litigation is related to actions taken by
Mr. Jekogian individually on a real estate project and personal guarantee that predated his involvement with the Company. The Plaintiff
had received a judgment against Mr. Jekogian for approximately $1,500,000, in addition to attorneys’ fees, and had filed a lien
on assets owned individually by Mr. Jekogian including certain options and warrants to purchase stock in the Company. When
the Company entered into the Contribution Agreement with FC REIT in January of 2017, Mr. Jekogian surrendered these options and warrants
to purchase stock in the Company as part of the transaction. The Plaintiff is arguing that they had a lien on Mr. Jekogian’s
options and warrants in the Company and that the actions taken by the Company, its Officers and Directors, in entering into the Contribution
Agreement with FC REIT fraudulently conveyed their interests in the options and warrants owned by Mr. Jekogian and damaged their position.
The Company, its Officers and Directors, named in this action had no involvement in this personal matter relating to Mr. Jekogian
and answered the complaint in February of 2018 stating that it had no merit. Since that time, the Company has received no
additional notification that the action against the Company, its Officers and Directors is moving forward. The Company believes
that as to the Company, Officers and Directors, the claims have no merit.
| C) | Concentration of Credit Risk |
Financial instruments, which potentially subject
the Company to concentrations of credit risk.
Three tenants accounted for 11.1%, 14% and 16.4%
of the Company’s accounts receivable as of September 30, 2023.
Four tenants accounted for 20%, 15%, 14% and 12% of the Company’s
accounts receivable as of December 31, 2022.
The Company generally maintains its cash in money
market funds with financial institutions. Although the Company may maintain balances at these institutions in excess of the FDIC insurance
limit, the Company does not anticipate and has not experienced any losses.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
The Class A and Class B common stock of Presidential
has identical rights except that the holders of Class A common stock are entitled to elect two-thirds of the Board of Directors and the
holders of the Class B common stock are entitled to elect one-third of the Board of Directors.
| 8. | Stock-based Compensation |
On August 15, 2012, the stockholders approved
the 2012 Incentive Plan which reserves 1,000,000 shares of Class B common stock for distribution to executive officers (including executive
officers who are also directors), employees, directors, independent agents, consultants and attorneys in accordance with the 2012 Plan’s
terms. The 2012 Plan provides for the grant of any or all of the following types of awards (collectively, “Awards”): (a) stock
options and (b) restricted stock. Awards may be granted singly, in combination, or in tandem, as determined by the Compensation Committee.
The maximum number of shares of Class B common stock with respect to which incentive stock options may be granted to any one individual
in any calendar year shall not exceed $100,000 in fair market value as determined at the time of grant. If any outstanding Award is canceled,
forfeited, delivered to us as payment for the exercise price or surrendered to us for tax withholding purposes, shares of Class B common
stock allocable to such Award may again be available for Awards under the 2012 Incentive Plan.
The following summarizes the outstanding and vested
stock option activity as of September 30, 2023 and December 31, 2022:
| |
Shares Underling Options | | |
Weighted Average Exercise Price (per share) | | |
Weighted Average Remaining Contractual Term (in years) |
| |
| | |
| | |
|
Outstanding at December 31, 2022 | |
| 550,000 | | |
$ | 0.00 | | |
5 |
| |
| | | |
| | | |
|
Granted | |
| - | | |
| - | | |
|
Forfeited and expired | |
| - | | |
| - | | |
|
Outstanding at September 30, 2023 | |
| 550,000 | | |
$ | 0.00 | | |
4 |
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
9. | Fair Value Measurements |
ASC 820 defines
fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be
received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date (the exit price). The standards generally require the use of one or more valuation techniques that include the market, income or
cost approaches. The standards also establish market or observable inputs as the preferred source of values when using such valuation
techniques, followed by assumptions based on hypothetical transactions in the absence of market inputs. ASC 820 establishes a fair value
hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices
(unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – quoted prices for
similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived
valuations whose inputs are observable or whose significant value drivers are observable. and Level
3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority
to Level 1 inputs and the lowest priority to Level 3 inputs. Financial assets and liabilities are classified in their entirety based
on the lowest level of input that is significant to the fair value measurements. In determining fair value, we utilize valuation techniques
that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty
credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the
fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end
of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.
Non-Financial Assets Measured at Fair Value on a Recurring Basis
The Non-Financial asset that is measured at fair
value on our consolidated balance sheet consists of a real estate partnership investment. The tables below aggregate the fair values of
the non-financial assets by their levels in the fair value hierarchy.
| |
As of September 30, 2023 | |
| |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Investment in Avalon Jubilee, LLC | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
As of December 31, 2022 | |
| |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Investment in Avalon Jubilee, LLC | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Investment in Avalon Jubilee, LLC
Significant unobservable quantitative inputs used in determining the
fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature
of each property, current and anticipated market conditions, and industry publications. Significant unobservable quantitative inputs in
the table below were utilized in determining the fair value of this real estate partnership investment.
| |
| Range | |
| |
| September 30,
2023 | | |
| December 31,
2022 | |
Unobservable Quantitative Input | |
| | | |
| | |
Discount rates | |
| 16% to 20 | % | |
| 16% to 20 | % |
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
9. | Fair Value Measurements (Continued) |
The inputs above are subject to change based on
changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization
rates result in increases or decreases in the fair values of the investment. The discount rates encompass, among other things, uncertainties
in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in
the fair value of the investment resulting from a change in the terminal capitalization rate may be partially offset by a change in the
discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values. The
table below summarizes the changes in the fair value of real estate investments that are classified as Level 3.
| |
September 30, 2023 | | |
December 31, 2022 | |
| |
| | |
| |
Beginning Balance | |
$ | -0- | | |
$ | -0- | |
Net unrealized gain(loss) on held investment | |
| -0- | | |
| -0- | |
Purchase /additional funding | |
| -0- | | |
| -0- | |
Ending balance | |
$ | -0- | | |
$ | -0- | |
The carrying amounts of cash and cash equivalents,
escrow, deposits and other assets and receivables and accrued expenses and other liabilities are not measured at fair value on a recurring
basis but are considered to be recorded at amounts that approximate fair value.
At September 30, 2023, the $1,402,841 estimated
fair value of the Company’s mortgage payable is less than the $1,451,934 carrying value (before unamortized deferred financing
costs of $28,513), assuming a blended market interest rate of 6.5% based on the 1.11 year remaining term to maturity of the
mortgage
At December 31, 2022, the $1,469,639 estimated
fair value of the Company’s mortgage payable is less than the $1,486,191 carrying value (before unamortized deferred financing
costs of $40,313), assuming a blended market interest rate of 6.5% based on the 2.8 year remaining term to maturity of the mortgage.
The fair value of the Company’s mortgages
payable is estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing
rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of
the fair value hierarchy.
Considerable judgment is necessary to interpret
market data and develop estimated fair value. The use of different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.
Restricted cash represents funds held for specific
purposes and are therefore not available for general corporate purposes. The mortgage escrow reflected on the consolidated balance sheets
represents funds that are held by the Company specifically for capital improvements, insurance and real estate taxes on the Mapletree
Property.
11. | Future Minimum Annual Base Rents |
Future minimum annual base rental revenue for
the next five years for commercial real estate owned at September 30, 2023, and subject to non-cancelable operating leases is as follows:
2023 | |
$ | 164,355 | |
2024 | |
| 206,425 | |
2025 | |
| 165,477 | |
2026 | |
| 86,199 | |
2027 | |
| 27,300 | |
Thereafter | |
| - | |
Total | |
$ | 649,756 | |
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
This report contains statements that do not relate
to historical facts, but are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to analyses and other information
based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to future events
or trends, our future prospects and proposed development or business strategies, among other things. These statements can generally (although
not always) be identified by their use of terms and phrases such as anticipate, appear, believe, continue, could, estimate, expect, indicate,
intend, may, plan, possible, predict, project, pursue, will, would and other similar terms and phrases, as well as the use of the future
tense. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward-looking statements
in documents incorporated by reference speak only as of the date of those documents. Unless otherwise required by law, we undertake no
obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
We have based these forward-looking statements
on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the
forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct. You should
understand that the following important factors could affect our future results and could cause those results or other outcomes to differ
materially from those expressed or implied in our forward-looking statements:
|
● |
our ability to implement plans for growth; |
|
● |
our ability to finance the acquisition of new real estate assets; |
|
● |
our ability to manage growth; |
|
● |
our ability to generate operating liquidity; |
|
● |
our ability to attract and maintain tenants for our rental properties; |
|
● |
the demand for rental properties and the creditworthiness of tenants; |
|
● |
financial results for 2023 and beyond; |
|
● |
future acquisitions and dispositions of assets; |
|
● |
future development and redevelopment opportunities; |
|
● |
future issuances of capital stock; |
|
● |
market and industry trends; |
|
● |
the outcome and impact of any litigation; |
|
● |
operating performance including statements relating to creating value for stockholders; |
|
● |
governmental actions and initiatives; |
|
● |
environmental and safety requirements; |
|
● |
the form, timing and/or amount of dividend distributions in future periods. |
Any forward-looking statements are based upon
management’s beliefs, assumptions and expectations of our future performance, taking into account information currently available.
These beliefs, assumptions and expectations may change as a result of possible events or factors, not all of which are known. If a change
occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in forward-looking
statements. Actual results may vary from forward-looking statements due to, but not limited to, the following:
|
● |
the availability and terms of capital and financing; |
|
● |
the ability to refinance or repay indebtedness as it matures; |
|
● |
the failure of purchase, sale, or other contracts to ultimately close; |
|
● |
the failure to achieve anticipated benefits from acquisitions and investments or from dispositions; |
|
● |
the potential dilutive effect of common or preferred stock offerings; |
|
● |
the impact of future financing arrangements including secured and unsecured indebtedness; |
|
● |
the availability of buyers and pricing with respect to the disposition of assets; |
|
● |
risks and uncertainties related to national and local economic conditions, the real estate industry in general, and the commercial real estate markets in particular; |
|
● |
leasing risks, including the ability to obtain new tenants or renew expiring tenants, the ability to lease newly developed and/or recently acquired space, and the risk of declining leasing rates; |
|
● |
the adverse change in the financial condition of one or more of our major tenants; |
|
● |
volatility in interest rates and insurance rates; |
|
● |
competition from other developers or investors; |
|
● |
the risks associated with real estate developments (such as zoning approval, receipt of required permits, construction delays, cost overruns, and leasing risk); |
|
● |
the loss of key personnel; |
|
● |
the potential liability for uninsured losses, condemnation, or environmental issues; |
|
● |
the potential liability for a failure to meet regulatory requirements; |
|
● |
the financial condition and liquidity of, or disputes with, joint venture partners; |
|
● |
any failure to comply with debt covenants under credit agreements; |
|
● |
any failure to continue to qualify for taxation as a real estate investment trust and meet regulatory requirements; |
|
● |
risks associated with the COVID 19 Pandemic; |
|
● |
potential changes to tax legislation; |
|
● |
potential changes to state, local or federal regulations applicable to our business; |
|
● |
changes in demand for properties; |
|
● |
risks associated with the acquisition, development, expansion, leasing and management of properties; |
|
● |
significant costs related to condemnation, or environmental issues; |
|
● |
those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by us. |
In light of these risks and uncertainties, we
may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place
undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations
disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in Part I
Item 1A — Risk Factors of the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that we believe could
cause actual results or events to differ materially from the forward-looking statements that we make. Those factors and the other
risk factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ
materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results.
Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures,
collaborations, or investments we may make. Consequently, there can be no assurance that actual results or developments anticipated by
us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these
uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements.
You should read this Quarterly Report on Form 10-Q
in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (including the documents incorporated by
reference therein) completely and with the understanding that our actual future results may be materially different from what we expect.
These forward-looking statements speak only as of the date of this report. We undertake no obligation, and specifically decline any obligation,
to publicly update or revise any forward-looking statements, even if experience or future developments make it clear that projected results
expressed or implied in such statements will not be realized, except as may be required by law.
Overview
We own 100% of the Mapletree Industrial Center
located in Palmer, Massachusetts. This is a multi-tenant rental facility which was originally the Wickwire-Spencer Wire Mill until 1970
at which time it became rental space. The property consists of 31 buildings located on approximately 48 acres. Major tenants include Creative
Material Technologies office and lab, Consolidated Lumber Transport office, Australian natural Soapworks, ESSROC Materials (a Portland
cement distributor), Michael Houle, JP Mc Carthy & Sons and American Cable Assembly. The property offers traditional office space
and industrial/warehouse space along with vacant land with rail access ready for development. The buildings comprise a total of 420,797
square feet, of which 318,780 is rented.
We own a 31.3333% non-controlling joint
venture partnership interest in Avalon Jubilee LLC located in Los Lunas, New Mexico. The Avalon Property consists of 19 finished, single-family
subdivision lots and approximately 21.42 acres of subsequent phases of undeveloped land in Los Lunas, New Mexico.
We outsource the management of the Mapletree Industrial
Center to Signature Community Management LLC (“Signature”) and our asset management to Signature Community Investment Group
LLC (“SCIG”), companies owned by our CEO. We accrued a management fee of $37,493 and an asset management fee of $11,248 for
the nine months ended September 30, 2023.
We obtain funds for working capital and investment
from our available cash, operating activities, and refinancing of mortgage loans on our real estate.
On July 28, 2015, Palmer-Mapletree LLC, a wholly-owned subsidiary of
the Company entered into a Loan Agreement (the “Loan Agreement”) with Natixis Real Estate Capital LLC providing for a mortgage
loan in the principal amount of $1,750,000 (the “Loan”) at an interest rate of 6.031%. $934,794 of the loan proceeds were
used to repay the prior mortgage loan and line of credit on the Mapletree Property. $123,757 of the Loan proceeds was set aside for capital
improvements and reserves for the property. We received net proceeds of $585,125. The Loan matures on August 5, 2025 and requires monthly
principal and interest payments of $11,308 and escrows for insurance, taxes and capital improvements. Escrow balances are considered restricted
cash. On November 1, 2023 the Company was notified by the loan special servicer that the Company, in its role as a Guarantor
of the Loan, was in default of the Guarantor Liquidity Covenant on the loan. The Company has notified the special servicer that it disagrees
with their calculation of the liquidity covenant and is working with them to resolve this issue. If the Company
is not able to cure the default, it could trigger an acceleration of the outstanding principal amount due under the loan, additional interest,
and penalties. If this were to occur, it would be extremely detrimental to the Company’s financial condition and could
affect its ability to continue as a going concern. In the event we are unable to resolve this dispute with the special servicer,
management has the ability and intent to cure the default by lending funds to the Company.
The Company was in
compliance with all other financial covenants on the loan at September 30, 2023 and December 31, 2022.
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 difficult, complex and
subjective judgments. Management has discussed with the Audit Committee the implementation of the critical accounting policies described
below and the estimates required with respect to such policies.
Real Estate
Real estate is carried at cost, net of accumulated
depreciation. Additions and improvements are capitalized whereas repairs and maintenance are charged to rental property operating expenses
as incurred. Depreciation is generally provided on the straight-line method over the estimated useful life of the asset. The useful life
of each property, as well as the allocation of the costs associated with a property to its various components, requires estimates by management.
If management incorrectly estimates the allocation of those costs or incorrectly estimates the useful lives of its real estate, depreciation
expense may be miscalculated.
The Company reviews its properties for impairment
if events or changes in circumstances warrant. If impairment were to occur, the property would be written down to its estimated fair
value. The Company assesses the recoverability of its investment in real estate based on undiscounted cash flow estimates. The future
estimated cash flows of a property are based on current rental revenues and operating expenses, as well as the current local economic
climate affecting the property. Considerable judgment is required in making these estimates and changes in these estimates could cause
the estimated cash flows to change and impairment could occur. As of September 30, 2023, the Company’s net real estate was carried
at $659,854.
Rental Revenue Recognition
Rental revenues include revenues from the leasing
of space at our Mapletree Property, which primarily consist of monthly base rents in addition to the reimbursement of utilities. Other
rental revenues, which are included as a component of rental revenue, primarily include fees related to build-out or other services performed
by the Company on the property.
The Company adopted ASU 2014-09, Revenue from
Contracts with Customers (ASC 606) effective January 1, 2018, and its adoption did not have a material effect on the consolidated financial
statements, as the majority of the Company’s revenue is recognized under ASC 840, Leases, and subsequently ASC 842, Leases,
upon its adoption, which are scoped out of ASC 606. ASC 606 establishes a single comprehensive model for entities to use in accounting
for revenue arising from contract with customers and supersedes most of the existing revenue recognition guidance. This standard requires
us to recognize for certain of our revenue sources the transfer of promised goods or services to customers in an amount that reflects
the consideration we are entitled to in exchange for those goods or services. The Company’s other rental revenues recognized in
accordance with ASC 606 are recognized over time as the performance obligations are satisfied. Such revenues are not material to the consolidated
financial statements.
Revenues from the leasing of space at our property
to tenants includes (i) lease components, including fixed and variable lease payments, and nonlease components which include reimbursement
of electric expense and (ii) reimbursement of real estate taxes. As lessor, we have elected to combine the lease and nonlease components
of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842.
Revenues derived from fixed lease payments are
recognized on a straight-line basis over the non-cancelable period of the lease, together with renewal options that are reasonably certain
of being exercised. We commence rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived
from the reimbursement of real estate taxes and electric expense are generally recognized in the same period as the related expenses are
incurred, which did not change as a result of the adoption of ASU 2016-02.
The Company assesses the collectability of lease
receivables (including future minimum rental payments) both at commencement and throughout the lease term. If our assessment of collectability
changes during the lease term, any difference between the revenue that would have been received under the straight-line method and the
lease payments that have been collected will be recognized as a current period adjustment to rental revenue. Rental revenue associated
with leases where collectability has been deemed less than probable is recognized on a cash basis in accordance with ASC 842.
Allowance for Doubtful Accounts
The Company assesses the collectability of amounts
due from tenants and other receivables, using indicators such as past-due accounts, the nature and age of the receivable, the payment
history and the ability of the tenant or debtor to meet its payment obligations. Management’s estimate of allowances for doubtful
accounts is subject to revision as these factors change. Any subsequent recovery of tenant receivables that were previously reserved is
recorded as a reduction in the allowance of bad debt. As of September 30, 2023 and December 31, 2022, the allowance relating to tenant
receivables was $246 and $3,500, respectively.
Investments in Joint Venture
The Company has an equity investment in a joint
venture and accounts for this investment using the fair value method of accounting.
Income Taxes
We operate in a manner intended to enable us to
continue to qualify as a Real Estate Investment Trust under Sections 856 to 860 of the Code. Under those sections, a REIT which meets
certain requirements is not subject to Federal income tax on that portion of its taxable income, which is distributed to its shareholders,
if at least 90% of its REIT taxable income (exclusive of capital gains) is so distributed. As a result of using our ordinary tax loss
carry forwards in 2022 there was no requirement to make a distribution in 2023. In addition, no provision for income taxes was required
at December 31, 2022. If the Company fails to distribute the required amounts of income to its shareholders, or otherwise fails to meet
the REIT requirements, we would fail to qualify as a REIT and substantial adverse tax consequences could result. We believe that we will
not be required to pay a dividend in 2023 to maintain our REIT status.
Results of Operations
Results of Operations for the three months
ended September 30, 2023 compared to the three months ended September 30, 2022 as follows:
| |
2023 | | |
2022 | |
Total revenue | |
$ | 278,349 | | |
$ | 275,935 | |
General and administrative expenses | |
$ | 76,306 | | |
$ | 71,987 | |
Operating expenses | |
$ | 147,976 | | |
$ | 144,062 | |
Net Income | |
$ | 11,220 | | |
$ | 5,920 | |
Revenues increased by $2,414 for the three months
ended September 30, 2023, compared to the three months ended September 30, 2022, as a result of increased rental rates at the Mapletree
Property.
Net income for the three months ended September
30, 2023 was $11,220 compared to a net income of $5,920 for the three months ended September 30, 2022, an increase of $5,300. The increase
was comprised of: (i) increase in rental revenue of approximately $2,400 (ii) Tax distribution of $7,572 from Avalon Jublee, LLC, offset
by increased operating costs at the Mapletree Property of approximately $4,000 and general administrative expenses of $4,319.
Results of Operations for the nine months ended
September 30, 2023 compared to the nine months ended September 30, 2022 as follows:
| |
2023 | | |
2022 | |
Total revenue | |
$ | 855,169 | | |
$ | 828,708 | |
General and administrative expenses | |
$ | 219,389 | | |
$ | 352,776 | |
Operating expenses | |
$ | 475,958 | | |
$ | 442,486 | |
Net Income (loss) | |
$ | 17,240 | | |
$ | (120,195 | ) |
Revenues increased by $26,461 for the nine months
ended September 30, 2023, compared to the nine months ended September 30, 2022, as a result of increased rental rates at the Mapletree
Property.
Net income for the nine months ended September
30, 2023 was $17,240 compared to a net loss of $120,195 for the nine months ended September 30, 2022, an increase of $137,435. The increase
was comprised of: (i) lower general and administrative expenses of approximately $133,000 due to a decrease in professional fees (ii)
increase in rental revenue of approximately $26,500, offset by increased operating costs at the Mapletree Property of approximately $30,000.
Professional fees were higher for the nine months ended September 30, 2022 due to the exploration of strategic growth transactions for
the Company.
Balance Sheet
September 30, 2023 compared to December 31, 2022
Net real estate decreased by $7,369 due to
capital improvements of $37,677, made during the nine months ended September 30, 2023, offset by depreciation expense of $45,046 on
the Mapletree Property.
Prepaid expenses decreased by $43,881 primarily
due to the timing of payments on both directors and officer’s insurance premiums and insurance on the Mapletree Property.
Mortgage escrow increased $102,580 due to the
timing of payments of insurance and improvement payments on the Mapletree Property.
Accounts payable and accrued liabilities increased
by $66,157 primarily due to the accrual of our property and asset management fees to Signature and SCIG and accrued professional fees.
Other liabilities decreased $927 due to decreased
security deposits and prepaid rent.
Liquidity and Capital Resources
We obtain funds for working capital and investment from our available
cash.
On September 30, 2023, we had $170,285 in available
cash, an increase of $15,954 from $154,331 available at December 31, 2022. This increase in cash and cash equivalents was due to cash
provided by operating activities of $190,468, offset by, cash used in investing activities of $37,677, and cash used in financing activities
of $34,257.
Operating Activities
Cash from operating activities includes net cash
received from rental property operations. For the nine months ended September 30, 2023, cash received from interest on cash balances was
$52, and $7,574 from tax distributions from Avalon Jublee, LLC. Net cash received from rental property operations was approximately $855,000
at September 30, 2023. Net cash received from rental property operations is before additions and improvements and mortgage amortization.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet
arrangements that have, or are reasonably likely to have, a material effect on its financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
None
Item 4. Controls and Procedures
|
(a) |
Evaluation of Disclosure Controls and Procedures |
The Company, under the supervision and with the
participation of its management, including its principal executive officer and principal financial officer, evaluated the effectiveness
of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934, as amended, herein referred to as the Exchange Act) as of the end of the period covered by this report. The purpose of disclosure
controls is to ensure that information required to be disclosed in our reports filed with or submitted to the SEC under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls
are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive
officer and principal financial officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the principal
executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective
in timely alerting them to material information required to be included in our periodic SEC filings and ensuring that information required
to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported
within the time period specified in the SEC’s rules and forms.
|
(b) |
Changes in Internal Control over Financial Reporting |
The principal executive officer and principal
financial officer also conducted an evaluation of internal control over financial reporting, herein referred to as internal control, to
determine whether any changes in internal control occurred during the three months ended September 30, 2023 that may have materially affected,
or which are reasonably likely to materially affect internal control. Based on that evaluation, there has been no change in the Company’s
internal control during the three months ended September 30, 2023 that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, we may be
subject to litigation from time to time. Except as discussed below, there is no current, pending or, to our knowledge, threatened litigation
or administrative action to which we are a party or of which our property is the subject (including litigation or actions involving our
officers, directors, affiliates, or other key personnel, or holders of record or beneficially of more than 5% of any class of our voting
securities, or any associate of such party) which in our opinion has, or is expected to have, a material adverse effect upon our business,
prospects, financial condition or operations.
There is pending in the Supreme Court of the state
of New York county of New York (Index No. 656191/2017) an action entitled MLF3 NWJ LLC filed in October of 2017, against Nickolas W. Jekogian,
III, Presidential Realty Corporation, Presidential Realty Operating Partnership LP, First Capital Real Estate Trust Incorporated, First
Capital Real Estate Operating Partnership, Nickolas W. Jekogian, JR. as trustee of The BBJ Family Irrevocable Trust, Alexander Ludwig,
Signature Group Advisors LLC, Richard Brandt, Marjorie Feder as Executrix of the Estate of Robert Feder, Jeffrey F. Joseph, Jeffrey Rogers.
The litigation is related to actions taken by
Mr. Jekogian individually on a real estate project and personal guarantee that predated his involvement with the Company. The Plaintiff
had received a judgment against Mr. Jekogian for approximately $1,500,000, in addition to attorneys’ fees, and had filed a lien
on assets owned individually by Mr. Jekogian including certain options and warrants to purchase stock in the Company. When the Company
entered into the Contribution Agreement with FC REIT in January of 2017, Mr. Jekogian surrendered these options and warrants to purchase
stock in the Company as part of the transaction. The Plaintiff is arguing that they had a lien on Mr. Jekogian’s options and
warrants in the Company and that the actions taken by the Company, its Officers and Directors, in entering into the Contribution Agreement
with FC REIT fraudulently conveyed their interests in the options and warrants owned by Mr. Jekogian and damaged their position.
The Company, its Officers and Directors, named in this action had no involvement in this personal matter relating to Mr. Jekogian
and answered the complaint in February of 2018 stating that it had no merit. Since that time, the Company has received no additional
notification that the action against the Company, its Officers and Directors is moving forward. The Company believes that as to
the Company, Officers and Directors, the claims have no merit.
Item 6. Exhibits
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 14th day of November, 2023.
|
PRESIDENTIAL REALTY CORPORATION |
|
|
|
|
By: |
/s/ Nickolas W. Jekogian |
|
|
Nickolas Jekogian |
|
|
Chief Executive Officer and |
|
|
Chairman of the Board |
|
|
|
|
By: |
/s/ Alexander Ludwig |
|
|
Alexander Ludwig |
|
|
President, Chief Operating Officer and |
|
|
Principal Financial Officer |
23
PRESIDENTIAL REALTY CORP/DE/
NONE
NONE
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In connection with the Quarterly Report of Presidential Realty Corporation
(the “Company”) on Form 10-Q for the period ended September 30, 2023 (the “Report”), I, Nickolas Jekogian, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:
In connection with the Quarterly Report of Presidential Realty Corporation
(the “Company”) on Form 10-Q for the period September 30, 2023 (the “Report”), I, Alexander Ludwig, President,
Chief Operating Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: