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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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13-1954619
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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31.1*
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Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
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31.2*
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Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
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32.1*
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Certification of Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2*
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Certification of Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101
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Interactive Data Files formatted in XBRL: (i) Consolidated Statement of Net Assets-June 30, 2011 (Liquidation Basis), (ii) Consolidated Balance Sheet–December 31, 2010 (Going Concern Basis), (iii) Consolidated Statement of Changes in Net Assets for the Six Months Ended June 30, 2011 (Liquidation Basis), (iv) Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2010 (Going Concern Basis), (v) Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2010 (Going Concern Basis), and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text. In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this Quarterly Report on Form 10-Q/A shall be deemed “furnished” and not “filed”.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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PRESIDENTIAL REALTY CORPORATION
(Registrant)
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DATE: September 14, 2011
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By:
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/s/ JEFFREY F. JOSEPH | |
Jeffrey F. Joseph | |||
President and Chief Executive Officer
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DATE: September 14, 2011
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By:
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/s/ ELIZABETH DELGADO | |
Elizabeth Delgado | |||
Treasurer and Chief Financial Officer
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CONSOLIDATED BALANCE SHEETS [Parenthetical] (Going Concern Basis, USD $)
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Dec. 31, 2010
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Valuation allowance for other receivables (in dollars) | $ 272,137 |
Mortgage debt, due within one year (in dollars) | $ 372,984 |
Common Class A
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Common stock, par value (in dollars per share) | $ 0.10 |
Common stock, shares authorized | 700,000 |
Common stock, shares issued | 478,940 |
Treasury stock, shares | 36,407 |
Common Class B
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Common stock, par value (in dollars per share) | $ 0.10 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 3,530,547 |
Treasury stock, shares | 570,400 |
ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
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Jun. 30, 2011
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Fair Value Disclosures [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Text Block] |
Prior to the adoption of the liquidation basis of accounting, estimated fair values of the Company’s financial instruments as of December 31, 2010 were determined using available market information and various valuation estimation methodologies. Considerable judgment was required to interpret the effects on fair value of such items as future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. The estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Also, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair values. The following table summarizes the estimated fair values of financial instruments:
(1) Net carrying value is net of valuation reserves and discounts where applicable. The fair value estimates presented above were based on pertinent information available to management as of December 31, 2010. Fair value methods and assumptions were as follows: Cash and Cash Equivalents – The estimated fair value approximated carrying value, due to the short maturity of these investments. Securities Available for Sale – The fair value of securities available for sale was determined to be Level 1 financial assets within the valuation hierarchy established by the ASC Fair Value Measurements and Disclosures Topic, and was based on current market quotes received from financial sources that trade such securities. Notes Receivable – The fair value of notes receivable was estimated by discounting projected cash flows using current rates for similar notes receivable. Mortgage Debt – The fair value of mortgage debt was estimated by discounting projected cash flows using current rates for similar debt. |
DOCUMENT AND ENTITY INFORMATION
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6 Months Ended | ||
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Jun. 30, 2011
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Aug. 11, 2011
Common Class A
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Aug. 11, 2011
Common Class B
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Entity Registrant Name | PRESIDENTIAL REALTY CORP/DE/ | Â | Â |
Entity Central Index Key | 0000731245 | Â | Â |
Current Fiscal Year End Date | --12-31 | Â | Â |
Entity Filer Category | Smaller Reporting Company | Â | Â |
Trading Symbol | pdnla | Â | Â |
Entity Common Stock, Shares Outstanding | Â | 442,533 | 2,963,147 |
Document Type | 10-Q | Â | Â |
Amendment Flag | false | Â | Â |
Document Period End Date | Jun. 30, 2011 | ||
Document Fiscal Period Focus | Q2 | Â | Â |
Document Fiscal Year Focus | 2011 | Â | Â |
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REAL ESTATE
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Real Estate [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||
Real Estate Disclosure [Text Block] |
Prior to the adoption of the liquidation basis of accounting, real estate was comprised of the following at December 31, 2010:
Upon the adoption of the liquidation basis of accounting, on January 1, 2011, real estate was adjusted to its estimated fair value less costs to sell. There were no changes to such valuation at June 30, 2011. |
HATO REY PARTNERSHIP
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Noncontrolling Interest [Abstract] | Â | ||
Noncontrolling Interest Disclosure [Text Block] |
PDL, Inc. (a wholly owned subsidiary of Presidential) is the general partner of the Hato Rey Partnership. Presidential and PDL, Inc. have an aggregate 60% general and limited partner interest in the Hato Rey Partnership. The Company exercises effective control over the partnership through its ability to manage the affairs of the partnership in the ordinary course of business. Accordingly, prior to the adoption of the liquidation basis of accounting, the Company consolidated the Hato Rey Partnership in the accompanying consolidated financial statements.
The Hato Rey Partnership owns and operates the Hato Rey Center, an office building with 207,000 square feet of commercial space, located in Hato Rey, Puerto Rico. The Company agreed to lend up to $2,750,000 to the Hato Rey Partnership to pay for the cost of improvements to the building and fund any negative cash flows from the operation of the property. The loan, which was advanced from time to time as funds were needed, bears interest at the rate of 13% per annum, with interest and principal to be paid out of the first positive cash flow from the property or upon a refinancing of the first mortgage on the property. At December 31, 2010, the Company had advanced $2,670,000 of the loan to the Hato Rey Partnership. The $2,670,000 loan and accrued interest in the amount of $1,175,281 were eliminated in consolidation at December 31, 2010.
The first mortgage loan on the Hato Rey Center property is due on May 11, 2028 and, since May 11, 2008, provided for an interest rate on the loan of 9.38% per annum (of which 2% per annum is deferred until maturity) and all cash flow from the property, after payment of all operating expenses, to be applied to pay down the outstanding principal balance of the loan. There has been no net cash flow available to pay down the mortgage balance. At December 31, 2010, the outstanding principal balance of the first mortgage loan was $14,578,454 and the deferred interest was $912,389.
As a result of increased vacancies at the building in 2011, the net operating income from the property is not sufficient to pay the monthly installments due on the first mortgage loan on the property and the expenses of operating the property. Accordingly, although the first mortgage loan was not in default at December 31, 2010, the holder of the loan, at the request of the Company, agreed to appoint a special servicer to review the operation of the property and the status of the first mortgage loan and to consider a request by the owner for a modification of the loan. In April, 2011, the owner defaulted under the loan and the owner and the mortgagee have executed a standstill agreement applicable to the default, which standstill agreement has been extended on a month to month basis. There can be no assurance that the standstill agreement will continue to be extended or that the Company will be able to obtain a satisfactory modification of the first mortgage loan, and it is possible that the holder of the first mortgage will foreclose on the mortgage, which is nonrecourse other than customary carve out guarantees.
Prior to the adoption of the liquidation basis of accounting, the Company followed the guidance of ASC 810-10-65 which required amounts attributable to noncontrolling interests to be reported separately. For the six months ended June 30, 2010, the Hato Rey Partnership had a loss of $297,132 and the consolidated statement of operations reflects the separate disclosure of the noncontrolling interest’s share (40%) of the loss of $118,853. The consolidated balance sheet at December 31, 2010 reflects a cumulative loss attributable to the noncontrolling interest of $608,481.
As a result of the default on the first mortgage loan in April, 2011, the uncertainty of the outcome of a possible modification of the first mortgage loan and/or the possible foreclosure by the holder of the first mortgage loan, at January 1, 2011 and June 30, 2011 the Company has estimated the fair value of its 60% ownership interest in the Hato Rey Partnership at zero. In addition, the outstanding $2,670,000 loan due from the partnership to the Company and the $1,175,281 accrued interest thereon, were given a fair value of zero. These fair value estimates may change as circumstances evolve with the holder of the first mortgage loan.
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CONSOLIDATED STATEMENTS OF CASH FLOWS (Going Concern Basis, USD $)
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6 Months Ended |
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Jun. 30, 2010
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Going Concern Basis
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Reconciliation of Net Loss to Net Cash Used in Operating Activities | Â |
Net Loss | $ (1,462,545) |
Adjustments to reconcile net loss to net cash used in operating activities: | Â |
Net gain from sales of discontinued operations | (299,241) |
Equity in the loss from joint ventures | 409,369 |
Depreciation and amortization | 274,837 |
Net change in revenue related to acquired lease rights/obligations and deferred rent receivable | (3,604) |
Amortization of discounts on notes and fees | 12,642 |
Issuance of stock to directors and officers | 23,687 |
Changes in assets and liabilities: | Â |
Increase in other receivables | (51,389) |
Decrease in accounts payable and accrued liabilities | (290,385) |
Decrease in other liabilities | (47,136) |
Decrease in prepaid expenses, deposits in escrow and deferred charges | 56,747 |
Other | 15,646 |
Total adjustments | 75,889 |
Net cash used in operating activities | $ (1,386,656) |
INVESTMENTS IN JOINT VENTURES
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Equity Method Investments and Joint Ventures [Abstract] | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investments Disclosure [Text Block] |
The Company has a joint venture investment with Lightstone and David Lichtenstein in IATG (as further described below). At December 31, 2010, prior to the adoption of the liquidation basis of accounting, the net carrying value of the investment in IATG was $1,762,225.
Upon the adoption of the liquidation basis of accounting on January 1, 2011, the Company’s investment in the IATG joint venture was recorded at its estimated fair value less costs to sell. As a result of the adoption of the Plan of Liquidation, the Company’s time frame to market its 50% interest in the joint venture has been greatly reduced which resulted in a reduction of the Company’s investment in IATG to $750,000.
As part of the February 27, 2009 Settlement Agreement, the Company received a 50% ownership interest in IATG, the Lightstone affiliate that owns The Las Piedras Industrial Complex, an industrial property located in Las Piedras, Puerto Rico consisting of approximately 68 acres of land and 380,800 square feet of rentable space contained in several buildings in the complex. At December 31, 2010, the occupancy rate at the property was approximately 18%. The property is managed by a Lightstone affiliate and Lightstone has agreed to advance funds to pay any negative cash flow from the operations of the property until a sale can be accomplished and has agreed that if it does not do so, it will transfer its remaining 49% interest in the property to Presidential.
In 2009, the Company obtained an independent appraisal of the property owned by IATG and based on the appraised value of $6,500,000 and the terms of the limited liability agreement of IATG, the Company estimated the value of its 50% ownership interest in the IATG property to be $3,250,000 on its consolidated financial statements. While management believed at the time that the $6,500,000 appraised value of the IATG property was a reasonable value, there can be no assurance that if and when the property is sold, it can be sold for its appraised value. Prior to the adoption of the liquidation basis of accounting, the Company accounted for its investment in the IATG joint venture using the equity method. At December 31, 2010, the carrying value of the original $3,250,000 investment in IATG was $1,762,225, after the Company had recorded its share of the losses of IATG since February 27, 2009. During the three months and six months ended June 30, 2010, the Company’s 50% share of the loss of IATG was $214,771 and $409,369, respectively.
The summary financial information for IATG was as follows:
(1) The note payable is payable to an affiliate of Lightstone and payment thereof is subordinate to the Company’s right to receive its share of any proceeds of a sale or refinancing.
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ACCUMULATED OTHER COMPREHENSIVE LOSS
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Stockholders' Equity Note [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive Income Note [Text Block] |
Prior to the adoption of the liquidation basis of accounting, the components of accumulated other comprehensive loss were as follows:
The Company’s other comprehensive income (loss) consists of the changes in the net unrealized gain (loss) on securities available for sale and the adjustments to the pension liabilities and the postretirement benefits liability, if any. Thus, comprehensive income (loss), which consisted of net income (loss) plus or minus other comprehensive income, was as follows:
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Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] |
Prior to the adoption of the liquidation basis of accounting, income from discontinued operations for the six months ended June 30, 2010 included the Building Industries Center in White Plains, New York (which consists of 23,500 square feet of commercial space), the Mapletree Industrial Center property in Palmer, Massachusetts (which consists of 385,000 square feet of commercial space), two cooperative apartment units in Riverdale, New York and two cooperative apartment units in New York, New York. The Building Industries Center property was sold in September, 2010. The four cooperative apartment units were sold in June, 2010. The following table summarizes income for the above properties sold or held for sale:
During the quarter ended March 31, 2010, the Company designated its Mapletree Industrial Center in Palmer, Massachusetts as held for sale. The carrying value of the property at December 31, 2010 was $686,341, net of accumulated depreciation of $330,482. The property was subject to a first mortgage in the outstanding principal amount of $15,237 at December 31, 2010. The mortgage bore interest at the rate of 3.25% per annum, required monthly payments of principal and interest of $2,564 and matured on June 24, 2011. In September, 2010, the Company sold its Building Industries Center property in White Plains, New York for a sales price of $2,150,000. The net proceeds of sale were $780,505 (after repayment of the first mortgage on the property and expenses of sale) and the gain from sale for financial reporting purposes was $1,764,154. In June, 2010, the Company sold four cooperative apartment units in Riverdale, New York and New York, New York for a sales price of $403,500. The net proceeds of sale were $327,434 and the gain from sale for financial reporting purposes was $299,241. The assets and liabilities of the Mapletree Industrial Center property are segregated in the consolidated balance sheet at December 31, 2010. The components are as follows:
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MORTGAGE PORTFOLIO
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Mortgage Loans On Real Estate Disclosure [Text Block] |
5. MORTGAGE PORTFOLIO Prior to the adoption of the liquidation basis of accounting, the Company’s mortgage portfolio included the following categories of notes receivable: Mortgage Portfolio Held for Sale and Net Mortgage Portfolio.
Upon the adoption of the liquidation basis of accounting, on January 1, 2011, notes receivable were adjusted to their estimated fair value less costs to sell. During the six months ended June 30, 2011, the Company decreased its fair value of Notes Receivable by $1,945,532 (see Consolidated Note below) and increased its fair value of Notes Receivable - Related Party by $100,000.
Mortgage Portfolio Held for Sale
On February 27, 2009, the Company completed a Settlement Agreement with The Lightstone Group (“Lightstone”) and David Lichtenstein regarding various claims the Company had asserted against them. Under the terms of the Settlement Agreement, an affiliate of Lightstone, which was the debtor on an existing loan from the Company in the outstanding principal amount of $2,074,994, assumed $10,000,006 of indebtedness under the $9,500,000 and the $8,600,000 mezzanine loans due from Lightstone. The total indebtedness was consolidated into a nonrecourse loan in the outstanding principal amount of $12,075,000 (the “Consolidated Note”). The Consolidated Note was secured by all of the ownership interests in entities owning nine apartment properties (1,056 apartment units) located in Virginia (which had previously secured the $2,074,994 indebtedness) and 75% of the ownership interests in entities owning nine additional apartment properties (931 apartment units) located in Virginia and North Carolina.
Prior to the adoption of the liquidation basis of accounting, the carrying value of the $12,075,000 Consolidated Note on the Company’s consolidated balance sheet was $2,074,994 at December 31, 2010. This is the same carrying value of the $2,074,994 note that was on the Company’s consolidated balance sheet prior to the consolidation of that note with the additional $10,000,006 indebtedness assumed by the affiliate of Lightstone pursuant to the Settlement Agreement. The $10,000,006 additional portion of the Consolidated Note was received in partial settlement of the $9,500,000 and $8,600,000 mezzanine loans held by the Company, which had a net carrying value of $-0- on the Company’s consolidated balance sheet at December 31, 2008.
The Consolidated Note accrued interest at the rate of 13% per annum and was due to mature on February 1, 2012. All net cash flow from the eighteen apartment properties was to be utilized to pay the interest accrued on the Consolidated Note and to the extent that there was not sufficient cash flow to pay all accrued interest, the unpaid interest was to be deferred until the maturity of the Consolidated Note. The Company did not believe that there would be sufficient cash flow from the security for the Consolidated Note to pay all of the interest that was due on the note, the deferred interest that would be due at maturity and the $12,075,000 principal amount due at maturity.
However, the Company believed that the monthly interest due on the $2,074,994 portion of the note would be paid in accordance with the terms of the note and, as a result, the Company accrued the interest on this portion of the note. For the six months ended June 30, 2010, the Company received the interest due on the $2,074,994 portion of the note in the amount of $135,624.
The interest due on the $10,000,006 portion of the note was recorded in income on a cash basis as interest was received and the balance of the interest due on the $10,000,006 was deferred and was to be due at maturity of the note. For the six months ended June 30, 2010, the Company did not receive any interest payments on this portion of the Consolidated Note and, at June 30, 2010, the unaccrued deferred interest was $1,683,169.
The Company marketed the Consolidated Note and/or a sale of the apartment properties underlying the Consolidated Note beginning in the third quarter of 2010 with the expectation of a net sales price between $7,500,000 and $9,000,000. Upon adoption of the liquidation basis of accounting, on January 1, 2011, the Company estimated the fair value less costs to sell of the Consolidated Note to be approximately $7,285,000.
Although there was interest in a sale of the Consolidated Note or the underlying collateral from several potential purchasers, it became apparent to the Company that the value of the Company’s Consolidated Note was substantially less than originally estimated.
On April 14, 2011, the Company sold the Consolidated Note to another affiliate of Lightstone for $5,500,000. In connection with the sale, Presidential paid a brokerage commission of $150,000 to a broker unaffiliated with either Presidential or Lightstone and incurred additional expenses of $10,282. The net proceeds from the sale of the note were $5,339,718.
Net Mortgage Portfolio
Under the terms of the Settlement Agreement, the Company also received a $750,000 non-interest bearing, nonrecourse note from Mr. Lichtenstein originally due on January 31, 2010, which is secured by a 25% ownership interest in IATG Puerto Rico, LLC (“IATG”) (see Note 6). In May, 2010, the Company extended the maturity date of the note to December 31, 2010 and received a $10,000 fee. The note matured on December 31, 2010. Payment on the note was not received and, as a result, the Company recorded a $750,000 valuation reserve for the $750,000 non-interest bearing, nonrecourse note and classified the note as impaired at December 31, 2010. The Company is currently negotiating either a further extension of this loan or failing that, a receipt of the underlying collateral. There can be no assurance that the Company will be able to negotiate an extension of the maturity date or the date of receipt of the underlying collateral.
The following table summarizes the components of the net mortgage portfolio prior to the adoption of the liquidation basis of accounting:
(1) Notes receivable from sales of cooperative apartment units. These notes generally have market interest rates and the majority of these notes amortize monthly with balloon payments due at maturity.
Note Receivable – Related Party
Presidential holds two nonrecourse loans (the “Ivy Consolidated Loan”), which it received in 1991 from Ivy Properties, Ltd. and its affiliates “(Ivy”). Prior to the adoption of the liquidation basis of accounting, at December 31, 2010, the Ivy Consolidated Loan had an outstanding principal balance of $4,770,050 and a net carrying value of zero. Pursuant to existing agreements, the Company is entitled to receive, as payments of principal and interest on the Ivy Consolidated Loan, 25% of the cash flow of Scorpio Entertainment, Inc. (“Scorpio”), a company owned by two of the Ivy principals (Steven Baruch, a Director of Presidential and a former Executive Vice President, and Thomas Viertel, a Director of Presidential and a former Executive Vice President and the former Chief Financial Officer of Presidential) to carry on theatrical productions. Amounts received by Presidential from Scorpio were applied to unpaid and unaccrued interest on the Ivy Consolidated Loan and recognized as income. During the six months ended June 30, 2010, the Company did not receive any payments from Scorpio. The Ivy Consolidated Loan bears interest at a rate equal to the JP Morgan Chase Prime rate, which was 3.25% at June 30, 2010. At June 30, 2010, the unpaid and unaccrued interest was $3,755,646 and such interest is not compounded.
In connection with the Plan of Liquidation, the unaffiliated directors approved an agreement with the principals of Scorpio that they would acquire, or cause the acquisition of, the Ivy Consolidated Loan for $100,000. In accordance with the liquidation basis of accounting, during the six months ended June 30, 2011, the Company estimated the fair value of the Ivy Consolidated Loan at $100,000.
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DESCRIPTION OF BUSINESS
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Accounting Policies [Abstract] | Â | ||
Business Description [Text Block] |
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 and in the holding of notes and mortgages secured by real estate or interests in real estate. Presidential operates in a single business segment, investments in real estate related assets. |
PLAN OF LIQUIDATION
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Jun. 30, 2011
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Plan Of Liquidation [Abstract] | Â | ||
Plan Of Liquidation [Text Block] |
Due to the ongoing economic downturn, given our continuing decline in revenues, expected losses from continuing operations and negative cash flows from operating activities, the Board of Directors of Presidential were concerned in 2010 that Presidential would not have sufficient liquidity and capital resources to operate in future years without sales of its assets. As a result, the Company and its Board of Directors sought stockholder approval for the liquidation of the Company, and on January 20, 2011, stockholders approved a plan of liquidation (“Plan of Liquidation”), which provides for the sale of all of the Company’s assets over time and the distribution of the net proceeds of sale to the stockholders after satisfaction of the Company’s liabilities. Notwithstanding such stockholder approval, the Board of Directors reserves the right to consider other strategic alternatives. There can be no assurance that the Company will be able to sell any of its assets at prices that the Board of Directors deems fair or that the Company will be able to enter into a satisfactory strategic transaction. Furthermore, the Company intends to continue to operate in a manner to permit it to qualify as a REIT unless and until it liquidates. However, no assurance can be given that it will be able to continue to operate in such a manner or to remain qualified. In connection with the approval of the Plan of Liquidation, the Company adopted the liquidation basis of accounting as of January 1, 2011. Under the liquidation basis of accounting, the Company’s assets are stated at their estimated net realizable value and the Company’s liabilities are stated at their estimated settlement amounts. Although the Plan of Liquidation was not approved by the stockholders until January 20, 2011, the Company is using the liquidation basis of accounting effective January 1, 2011. Any activity between January 1, 2011 and January 20, 2011 would not be materially different under the going concern basis. |
INCOME TAXES
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Income Tax Disclosure [Abstract] | Â | ||
Income Tax Disclosure [Text Block] |
Presidential has elected to qualify as a Real Estate Investment Trust under the Internal Revenue Code. A REIT which distributes at least 90% of its real estate investment trust taxable income to its shareholders each year by the end of the following year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders.
The Company follows the guidance of ASC 740 which 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 December 31, 2010, the tax years that remain open to examination by the federal, state and local taxing authorities are the 2007 – 2009 tax years and the Company was not required to accrue any liability for those tax years.
For the year ended December 31, 2010, the Company had a tax loss of approximately $3,895,000 ($1.14 per share), which is comprised of an ordinary loss of approximately $6,002,000 ($1.76 per share) and capital gains of approximately $2,107,000 ($0.62 per share).
As previously stated, in order to maintain REIT status, Presidential is required to distribute 90% of its REIT taxable income (exclusive of capital gains). As a result of the ordinary tax loss of $1.76 per share for 2010, the Company will not be required to make a distribution in 2011 for the 2010 year in order to maintain its qualification as a REIT.
For the six months ended June 30, 2011, the Company had a tax loss of approximately $5,224,000 ($1.53 per share), which is comprised of an ordinary loss of approximately $4,881,000 ($1.43 per share) and a capital loss of approximately $343,000 ($0.10 per share).
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Jun. 30, 2011
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Accounting Policies [Abstract] | Â | ||
Basis of Presentation and Significant Accounting Policies [Text Block] |
A. Liquidation Basis of Accounting – As a result of the approval of the Plan of Liquidation, the Company adopted the liquidation basis of accounting, effective January 1, 2011. Under the liquidation basis of accounting the following financial statements are no longer presented (except for periods prior to the adoption of the liquidation basis of accounting): a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows. The consolidated statement of net assets and the consolidated statement of changes in net assets are the principal financial statements presented under the liquidation basis of accounting. In addition, the account balances of the Hato Rey Partnership (as described below in Notes 3-B and 9), which were 100% consolidated in the financial statements of the Company at December 31, 2010, are not consolidated in net assets under the liquidation basis of accounting.
Under the liquidation basis of accounting, all of the Company’s assets have been stated at their estimated net realizable value and are based on current contracts, estimates and other indications of sales value net of estimated selling costs. All liabilities of the Company, including those estimated costs associated with implementing the Plan of Liquidation, have been stated at their estimated settlement amounts. These amounts are presented in the accompanying statement of net assets. These estimates will be periodically reviewed and adjusted as appropriate. There can be no assurance that these estimated values will be realized. Such amounts should not be taken as an indication of the timing or amount of future distributions or our liquidation. The valuation of assets at their net realizable value and liabilities at their anticipated settlement amount represent estimates, based on present facts and circumstances, of the net realizable value of the assets and the costs associated with carrying out the Plan of Liquidation. The actual values and costs associated with carrying out the Plan of Liquidation are expected to differ from amounts reflected in the accompanying financial statements because of the plan’s inherent uncertainty. These differences may be material. In particular, the estimates of our costs will vary with the length of time necessary to complete the Plan of Liquidation. Accordingly, it is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to stockholders and no assurance can be given that the distributions will equal or exceed the estimate presented in the accompanying statement of net assets in liquidation.
B. Principles of Consolidation – The consolidated financial statements include the accounts of Presidential Realty Corporation and its wholly owned subsidiaries. Additionally, prior to the adoption of the liquidation basis of accounting on January 1, 2011, the consolidated financial statements included 100% of the account balances of PDL, Inc. and Associates Limited Co-Partnership (the “Hato Rey Partnership”). PDL, Inc. (a wholly owned subsidiary of Presidential and the general partner of the Hato Rey Partnership) and Presidential own an aggregate 60% general and limited partnership interest in the Hato Rey Partnership (see Note 9). All significant intercompany balances and transactions were eliminated.
C. Net Income (Loss) Per Share – Prior to the adoption of the liquidation basis of accounting, the Company reported basic net income (loss) per share data by dividing net income (loss) by the weighted average number of shares of Class A and Class B common stock outstanding (excluding nonvested shares) during each period. Diluted net income per share was computed by dividing net income by the weighted average shares outstanding, including the dilutive effect, if any, of nonvested shares. The diluted net loss per share calculation for the three months and six months ended June 30, 2010 did not include 10,800 of restricted shares not yet vested as their inclusion would have been antidilutive.
D. Basis of Presentation – The accompanying interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and under the liquidation basis of accounting effective January 1, 2011, in conjunction with the rules and regulations of the Securities and Exchange Commission. The results for such interim periods are not necessarily indicative of the results to be expected for the year. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the results for the respective periods have been reflected. These consolidated financial statements and accompanying notes should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2010.
E. Management Estimates – In preparing the consolidated financial statements in conformity with GAAP and the liquidation basis of accounting, management is required to make estimates and assumptions that affect the reported amounts of assets, including net assets in liquidation, and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of income and expense for the reporting period. Actual results could differ from those estimates.
F. Securities Available for Sale – The Company’s investments are in marketable debt securities consisting of notes and bonds of agencies of the federal government. Prior to the adoption of the liquidation basis of accounting, disposition of such securities would have been appropriate for either liquidity management or in response to changing economic conditions, so they were classified as securities available for sale and reported at fair value in accordance with the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The valuation of securities available for sale was determined to be Level 1 financial assets within the valuation hierarchy in this topic, and was based on then current market quotes received from financial sources that trade such securities. Unrealized gains and losses were reported as other comprehensive income in the consolidated statement of equity until realized. The Company evaluated these investments for other-than-temporary declines in value, and, if such declines were other than temporary, the Company would have recorded a loss on the investments. Gains and losses on sales of securities are determined using the specific identification method. Effective January 1, 2011, the securities available for sale have been continually marked to fair value, less estimated costs to sell with a corresponding charge to net assets in liquidation.
G. Discontinued Operations – Prior to the adoption of the liquidation basis of accounting, the Company followed the guidance of the Presentation and Property, Plant, and Equipment Topics of the ASC, with respect to long-lived assets classified as held for sale. The ASC required that the results of operations, including impairment, gains and losses related to the properties that were sold or properties that were intended to be sold, be presented as discontinued operations in the statements of operations for all periods presented and the assets and liabilities of properties intended to be sold were to be separately classified on the balance sheet. Properties designated as held for sale were carried at the lower of cost or fair value less costs to sell and were not depreciated.
H. Equity Method – Prior to the adoption of the liquidation basis of accounting, the Company accounted for its investments in joint ventures using the equity method of accounting.
I. Accounting for Uncertainty in Income Taxes – The Company follows the guidance for the recognition of current and deferred income tax accounts, including accrued interest and penalties in accordance with ASC 740-10-25. If the Company’s tax positions in relation to certain transactions were examined and were not ultimately upheld, the Company would be required to pay an income tax assessment and related interest. Alternatively, the Company could elect to pay a deficiency dividend in order to continue to qualify as a REIT and the related interest assessment to the taxing authorities.
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CONTRACTUAL PENSION AND POSTRETIREMENT BENEFITS
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Contractual Pension and Postretirement Benefits [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contractual Pension and Postretirement Benefits Excluding Defined Benefit Plan Disclosure [Text Block] |
The following table sets forth the components of net periodic benefit costs for contractual pension benefits prior to the adoption of the liquidation basis of accounting:
The following table sets forth the components of net periodic benefit costs for contractual postretirement benefits prior to the adoption of the liquidation basis of accounting:
During the six months ended June 30, 2010, the Company made contributions of $8,033 for postretirement benefits.
As a result of employee contractual amendments in 2010, and the adoption of the Plan of Liquidation in 2011, three officers of the Company will no longer receive benefits from the contractual pension and postretirement benefits plans. As a result of the adoption of the liquidation basis of accounting, benefits payable under the postretirement benefit plan were $84,681 at March 31, 2011 and $75,000 at June 30, 2011.
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DEFINED BENEFIT PLAN
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Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Defined Benefit Plans Disclosures [Text Block] |
The following table sets forth the components of net periodic benefit costs for the defined benefit plan, prior to the adoption of the liquidation basis of accounting:
Termination of Defined Benefit Plan
On November 5, 2010, the Company notified plan participants of its intention to terminate the defined benefit plan in a standard termination with a proposed termination date of January 7, 2011. In order to terminate the plan and pay the distributions required, the plan must be fully funded. In the second quarter of 2011, the Company notified plan participants that the termination date of the plan would be May 31, 2011.
The plan was terminated on May 31, 2011 and final distributions were made to all participants. In connection with the termination of the plan, during 2011 the Company funded a total of $3,320,932 to the plan ($230,000 in the quarter ended March 31, 2011 and $3,090,932 in the quarter ended June 30, 2011) and no further funding is required.
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SECURITIES AVAILABLE FOR SALE
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Investments, Debt and Equity Securities [Abstract] | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] |
The table below summarizes the Company’s securities available for sale, prior to the adoption of the liquidation basis of accounting:
Sales activity results for securities available for sale for the six months ended June 30, 2010 were as follows:
During the six months ended June 30, 2011, the Company received $899,769 of net proceeds upon maturity of $927,794 of securities available for sale. For the six months ended June 30, 2011, the Company increased its net assets by $4,653 as a result of changes in the fair value of the securities available for sale.
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COMMITMENTS AND CONTINGENCIES
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Jun. 30, 2011
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Commitments and Contingencies Disclosure [Abstract] | Â | ||
Commitments and Contingencies Disclosure [Text Block] |
Presidential is not a party to any material legal proceedings. The Company may from time to time be a party to routine litigation incidental to the ordinary course of its business.
In the opinion of management, all of the Company’s properties are adequately covered by insurance in accordance with normal insurance practices.
The Company leases its office space under an operating lease for a monthly rental payment of $12,601. Under the terms of lease, the Company had the right to terminate the lease upon 180 days prior written notice and the Company gave notice to terminate the lease as of June 30, 2011. In April, 2011, the Company and the lessor agreed that notwithstanding such termination the lease would continue subject to the Company’s right to terminate the lease subsequent to June 30, 2011 upon 90 days prior notice. The Company has terminated the lease effective October 19, 2011. If the Company has not completed its liquidation or a strategic transaction by that date, it expects to lease smaller office space in the same building.
The Company has been involved in an environmental remediation process for contaminated soil found on its Mapletree Industrial Center property in Palmer, Massachusetts. The land area involved is approximately 1.25 acres. Since the most serious identified threat on the site is to songbirds, the proposed remediation consisted of removing all exposed materials and a layer of soil. The Company estimated that the costs of the cleanup would not exceed $1,000,000. In accordance with the provisions of ASC Contingencies Topic, in the fourth quarter of 2006, the Company accrued a $1,000,000 liability, which was discounted by $145,546, and charged $854,454 to expense. The discount rate used was 4.625%, which was the interest rate on 10 year Treasury Bonds. During 2010, the environmental remediation was completed and the remaining costs to be incurred are for the continued monitoring and testing of the site. The accrued liability balance was $50,000 at December 31, 2010 and was $43,977 at June 30, 2011.
The remediation must comply with the requirements of the Massachusetts Department of Environmental Protection (“MADEP”), and during 2009, the Company obtained the consent of MADEP to a specific plan of remediation. During 2010, the Company completed the remediation work, submitted the required reports to the MADEP and received a Response Action Outcome (“RAO”). As required by the MADEP, the Company established a $5,200 environmental escrow account for future maintenance of the disposal area. The Company will continue to monitor and test the site until it receives a Class A RAO. While these final costs have not been determined, management believes that it will be less than the balance of the accrued liability at June 30, 2011.
Actual costs incurred may vary from these estimates due to the inherent uncertainties involved. The Company believes that any liability in excess of amounts accrued which may result from the resolution of this matter will not have a material adverse effect on the financial condition, liquidity or the cash flow of the Company.
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CONSOLIDATED STATEMENT OF NET ASSETS (Liquidation Basis, USD $)
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Jun. 30, 2011
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Liquidation Basis
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Assets | Â |
Real estate held for sale | $ 2,452,679 |
Notes receivable | 36,424 |
Note receivable - related party | 100,000 |
Investment in joint venture | 750,000 |
Cash and cash equivalents | 2,542,557 |
Securities available for sale | 1,916,339 |
Receivables - net | 72,473 |
Other assets | 232,660 |
Total Assets | 8,103,132 |
Liabilities | Â |
Contractual postretirement benefits liability | 75,000 |
Accrued liabilities | 2,610,227 |
Liability for estimated liquidation and operating costs in excess of estimated receipts | 900,624 |
Accounts payable | 43,617 |
Other liabilities | 82,452 |
Total Liabilities | 3,711,920 |
Net Assets in Liquidation | $ 4,391,212 |