UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: March 31, 2015
Or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-08594
PRESIDENTIAL REALTY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 13-1954619 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
1430 Broadway, Suite 503
New York, NY 10018
(Address of Principal Executive Office)
Registrant’s Telephone Number, Including Area Code: (914) 948-1300
N/A
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of May 14, 2015, there were 442,533 shares of Class A common stock and 3,846,147 shares of Class B common stock outstanding.
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
Index to Form 10-Q
For the Quarterly Period Ended
March 31, 2015
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2015 (Unaudited) | December 31, 2014 | |||||||
Assets | ||||||||
Real estate (Note 2) | $ | 1,122,311 | $ | 1,120,812 | ||||
Less: accumulated depreciation | 577,266 | 564,715 | ||||||
Net real estate | 545,045 | 556,097 | ||||||
Net mortgage portfolio | - | 405 | ||||||
Prepaid expenses | 132,572 | 149,268 | ||||||
Other receivables (net of valuation allowance of | ||||||||
$4,879 in 2015 and $9,835 in 2014 ) | 26,168 | 29,351 | ||||||
Cash | 389,507 | 442,613 | ||||||
Other assets | 15,148 | 16,184 | ||||||
Total Assets | $ | 1,108,440 | $ | 1,193,918 | ||||
Liabilities and Equity | ||||||||
Liabilities: | ||||||||
Mortgage payable | $ | 434,218 | $ | 440,654 | ||||
Line of credit | 500,000 | 500,000 | ||||||
Accrued liabilities | 425,130 | 355,349 | ||||||
Accounts payable | - | 4,686 | ||||||
Other liabilities | 614,382 | 599,619 | ||||||
Total Liabilities | 1,973,730 | 1,900,308 | ||||||
Presidential Stockholders' Deficit: | ||||||||
Common stock: par value $.00001 per share |
March 31, 2015 | December 31, 2014 | |||||||||||||||
Class A | ||||||||||||||||
Authorized: | 700,000 | 700,000 | ||||||||||||||
Issued: | 442,533 | 442,533 | 4 | 4 | ||||||||||||
Class B | ||||||||||||||||
Authorized: | 999,300,000 | 999,300,000 | ||||||||||||||
Issued: | 3,846,147 | 3,846,147 | 38 | 38 | ||||||||||||
Additional paid-in capital | 2,922,982 | 2,922,982 | ||||||||||||||
- | ||||||||||||||||
Accumulated deficit | (3,788,314 | ) | (3,629,414 | ) | ||||||||||||
Total Deficit | (865,290 | ) | (706,390 | ) | ||||||||||||
Total Liabilities and Stockholders' Deficit | $ | 1,108,440 | $ | 1,193,918 |
See notes to consolidated financial statements.
1 |
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenues: | ||||||||
Rental | $ | 230,942 | $ | 219,264 | ||||
Interest on mortgages - notes receivable | 200 | 393 | ||||||
Total | 231,142 | 219,657 | ||||||
Costs and Expenses: | ||||||||
General and administrative | 205,554 | 248,511 | ||||||
Stock Based Compensation | - | 123,000 | ||||||
Rental property: | ||||||||
Operating expenses | 152,648 | 151,539 | ||||||
Interest and fees on mortgage debt | 10,796 | 10,178 | ||||||
Real estate taxes | 10,574 | 7,198 | ||||||
Depreciation on real estate | 12,551 | 12,518 | ||||||
Amortization of mortgage costs | 1,420 | 1,419 | ||||||
Total | 393,543 | 554,363 | ||||||
Other Income (Loss): | ||||||||
Investment income | 3,501 | 69,804 | ||||||
Net Loss | (158,900 | ) | (264,902 | ) | ||||
Earnings per Common Share basic and diluted : | ||||||||
Net Loss | $ | (0.04 | ) | $ | (0.06 | ) | ||
Weighted Average Number of Shares Outstanding - | ||||||||
Basic & Diluted | 4,288,680 | 4,193,013 |
See notes to consolidated financial statements.
2 |
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net Loss | (158,900 | ) | (264,902 | ) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Depreciation and amortization | 13,971 | 13,937 | ||||||
Amortization of discounts on notes and fees | - | (308 | ) | |||||
Stock based compensation | - | 123,000 | ||||||
Bad debt recovery | (5,600 | ) | - | |||||
Changes in assets and liabilities: | ||||||||
Decrease (Increase) in: | ||||||||
Other receivables | 8,783 | (3,619 | ) | |||||
Discontinued operations assets | - | 45,793 | ||||||
Prepaid expenses | 15,276 | 22,423 | ||||||
Other assets | 1,036 | 79,465 | ||||||
Increase (decreases) in: | ||||||||
Accounts payable and accrued liabilities | 65,095 | 34,994 | ||||||
Discontinued operations liabilities | - | (48,368 | ) | |||||
Other liabilities | 14,763 | 2,625 | ||||||
Total adjustments | 113,324 | 269,942 | ||||||
Net cash provided by (used in) operating activities | (45,576 | ) | 5,040 | |||||
Cash Flows from Investing Activities: | ||||||||
Payments received on notes receivable | 405 | 643 | ||||||
Payments disbursed for capital improvements | (1,499 | ) | - | |||||
Net cash provided by (used in) investing activities | (1,094 | ) | 643 | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds of Line of credit | - | - | ||||||
Principal payments on mortgage debt | (6,436 | ) | (6,126 | ) | ||||
Net cash provided by (used in) financing activities | (6,436 | ) | (6,126 | ) | ||||
Net (decrease) increase in Cash | (53,106 | ) | (443 | ) | ||||
Cash, Beginning of Period | 442,613 | 477,077 | ||||||
Cash, End of Period | $ | 389,507 | $ | 476,634 | ||||
Supplemental cash flow information: | ||||||||
Interest paid in cash | $ | 10,796 | $ | 11,011 | ||||
Schedule of Non-cash investing activities | ||||||||
Exchange of accrued compensation for warrants | $ | - | $ | 425,000 |
See notes to consolidated financial statements.
3 |
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 and Going Concern Considerations
For the three months ended March 31, 2015, the Company had a loss from operations. This, combined with a history of operating losses and working capital deficiency has been detrimental to our operations and could potentially affect our ability to meet our obligations and continue as a going concern. Our ability to continue as a going concern is dependent upon the successful execution of our business plan to achieve profitability, and to increase working capital by raising capital through debt and/or equity. The accompanying financial statements do not include any adjustments that may result from this uncertainty.
The accompanying unaudited 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”) for interim financial information. 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. 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, 2014 filed on March 25, 2015.
Principles of Consolidation
The consolidated financial statements include the accounts of Presidential Realty Corporation and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
Rental Revenue Recognition
The Company acts as lessor under operating leases. Rental revenue is recorded on the straight-line basis from the later of the date of the commencement of the lease or the date of acquisition of the property subject to existing leases, which averages minimum rents over the terms of the leases. Certain leases require the tenants to reimburse a pro rata share of real estate taxes, utilities and maintenance costs. Recognition of rental revenue is generally discontinued when the rental is delinquent for ninety days or more, or earlier if management determines that collection is doubtful.
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PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. | Organization and Summary of Significant Accounting Policies (Continued) |
Allowance for Doubtful Accounts
The Company assesses the collectability of amounts due from tenants and other receivables, using indicators such as past-due accounts, the nature and age of the receivable, the payment history and the ability of the tenant or debtor to meet its payment obligations. Management’s estimate of allowances for doubtful accounts is subject to revision as these factors change. Rental revenue is recorded on the accrual method and rental revenue recognition is generally discontinued when the tenant in occupancy is delinquent for ninety days or more. Bad debt expense is charged for vacated tenant accounts and subsequent receipts collected for those receivables will reduce bad debt expense. At March 31, 2015 and December 31, 2014, allowance for doubtful accounts for continuing operations relating to tenant obligations was $4,879 and $9,835, respectively.
Net Loss Per Share
Basic net loss per share data is computed by dividing net loss by the weighted average number of shares of Class A and Class B common stock outstanding (excluding non-vested shares) during each year. Diluted net income 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 months ended March 31, 2015 and 2014, the weighted average shares outstanding as used in the calculation of diluted loss per share do not include 740,000, of outstanding stock options and 1,700,000 of outstanding warrants as their inclusion would be anti-dilutive.
Cash
Cash includes cash on hand, cash in banks and cash in money market funds.
Management Estimates
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated balance sheets and the reported amounts of income and expense for the reporting period. Actual results could differ from those estimates.
Accounting for Uncertainty in Income Taxes
The Company follows the guidance of the recognition of current and deferred income tax accounts, including accrued interest and penalties, in accordance with ASC 740-10-25. Under this guidance, if the Company’s tax positions in relation to certain transactions were examined and were not ultimately upheld, the Company would be required to pay an income tax assessment and related interest. Alternatively, the Company could elect to pay a deficiency dividend to its shareholders in order to continue to qualify as a REIT and the related interest assessment to the taxing authorities.
Recent Accounting Pronouncements
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition or cash flows based on current information.
5 |
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. | Real Estate |
Real estate is comprised of the following:
March 31, 2015 | December 31, 2014 | |||||||
Land | $ | 79,100 | $ | 79,100 | ||||
Buildings | 989,340 | 989,340 | ||||||
Furniture and equipment | 53,871 | 52,372 | ||||||
Total | $ | 1,122,311 | $ | 1,120,812 |
Rental revenue from the Maple Tree property constituted all of the rental revenue for the Company during the quarters ended March 31, 2015 and 2014.
3. | Investments in Joint Ventures and Partnerships |
In March 2015 we received a distribution from Broadway Partners Fund II in the amount of $2,750. This amount is reported as investment income on the consolidated statements of operations. This investment was previously written off. The Company recognizes income received on the cash basis. The Broadway Partners Fund II distributed the majority of its assets at the end of 2014 and we do not expect to receive any meaningful additional income.
4. | Mortgage Debt |
On June 8, 2012, we closed on a mortgage and line of credit for a combined total of $1,000,000 with Country Bank for Savings on the Mapletree Industrial Center. The mortgage is for $500,000 at a 5% interest rate, for a term of 5 years. Thereafter the interest will adjust monthly equal to the bank’s Prime Rate, plus 1% with an interest rate floor of 5%, for a term of 15 years. We received $459,620 of net proceeds. The line of credit is for $500,000, with an interest rate of 1% over the bank’s Prime Rate (4.25% at March 31, 2015). The balance outstanding at March 31, 2015 and December 31, 2014 was $500,000. The line of credit is due on demand. Both the mortgage and the line of credit are secured by the Mapletree Industrial Center, in Palmer, Massachusetts. The outstanding balance of the mortgage at March 31, 2015 and December 31, 2014 was $434,218 and $440,654, respectively.
5. | Income Taxes |
Presidential has elected to qualify as a Real Estate Investment Trust under the Internal Revenue Code. A REIT which distributes at least 90% of its real estate investment trust taxable income to its shareholders each year by the end of the following year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders.
ASC 740 prescribes a more likely than not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken. If the Company’s tax position in relation to a transaction was not likely to be upheld, the Company would be required to record the accrual for the tax and interest thereon. As of March 31, 2015 the tax years that remain open to examination by the federal, state and local taxing authorities are the 2011 – 2014 tax years and the Company was not required to accrue any liability for those tax years.
For the three months ended March 31, 2015, the Company had a tax loss of approximately $103,000 ($.02 per share) which was all ordinary loss. For the three months ended March 31, 2014, the Company had a tax loss of approximately $209,000 ($.05 per share), which was all ordinary loss.
6 |
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. | Commitments, Contingencies and Related Parties |
A. | Commitments and Contingencies |
1) | Presidential is not a party to any material legal proceedings. The Company may, from time to time, be a party to routine litigation incidental to the ordinary course of its business. |
2) | In the opinion of management, the Company’s Mapletree property is adequately covered by insurance in accordance with normal insurance practices. |
B. | Related Parties |
1) | Executive Employment Agreements |
a. | Nickolas W. Jekogian – On January 8, 2014, the Company and Mr. Nicholas W. Jekogian, Chairman and Chief Executive Officer of the Company, entered into an amendment to Mr. Jekogian’s employment agreement dated November 8, 2011. The amendment provides for (i) the extension of the employment term from May 3, 2013 to December 31, 2015, (ii) continuation of Mr. Jekogian’s base salary through the balance of the term at the rate of $225,000 per annum (subject to the continued deferral of the payment of the base salary until a Capital Event), (iii) removal of the $200,000 cap on the amount of any annual bonus that might be awarded Mr. Jekogian, (iv) the issuance to Mr. Jekogian of a “Warrant” to purchase 1,700,000 shares of the Company’s Class B Common Stock in exchange for the complete cancellation of $425,000 of the deferred compensation accrued under Mr. Jekogian’s employment agreement. |
b. | Alexander Ludwig – On January 8, 2014, the Company and Mr. Alexander Ludwig, a Director, President, Chief Operating Officer and Principal Financial Officer of the Company entered into an amendment to Mr. Ludwig’s employment agreement dated November 8, 2011. The amendment provides for (i) the extension of the employment term from May 3, 2013 to December 31, 2015, (ii) continuation of Mr. Ludwig’s base salary through the balance of the term at the rate of $225,000 per annum, (iii) removal of the $200,000 cap on the amount of any annual bonus that might be awarded Mr. Ludwig. |
2) | Other liabilities |
On May 14, 2015 the Company and the three former officer’s entered into agreements that if the Company were to refinance the Palmer Mapletree property, then they would accept, in lieu of the deferred compensation owed to them in the amount of $563,750, a cash payment of $50,000 each for a total of $150,000 from the proceeds of the refinancing and the right to receive restricted stock upon a registered public offering of the Company’s Class B Common Stock. The amount of restricted stock to be issued to each former officer would be the number of shares valued at the public offering price equal to the difference between the cash paid to them and the amount owed to them. While the Company is seeking to refinance the Palmer Mapletree property, the Company cannot guarantee that it will be able to obtain such refinancing.
During 2014 we paid the former officers of the Company $10,000 each or $30,000 in total in order to extend the due date of the payment from November 8, 2014 to November 8, 2016. The balance owed at March 31, 2015 and December 31, 2014 was $563,750, respectively and is included in other liabilities.
7 |
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. | Commitments, Contingencies and Related parties (Continued) |
C. | Property Management Agreement |
On November 8, 2011, the Company and Signature Community Management (“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 Industrial Center property in Palmer, Massachusetts (the “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, 2014 and will be automatically renewable for one year terms until it is terminated by either party upon written notice. The Company incurred management fees of approximately $10,000 and $9,400 for the three months ended March 31, 2015 and 2014, respectively.
D. | Asset Management Agreement |
On November 8, 2011, the Company entered into an Asset Management Agreement with Signature pursuant to which the Company engaged Signature to oversee the Mapletree property and our Hato Rey center in Hato Rey, Puerto Rico. Signature’s duties include leasing, marketing and advertising, financing, construction and dispositions of the properties. Signature will receive a construction fee for any major renovations or capital projects, subject to the approval of our Board of Directors, an asset management fee of 1.5% of the monthly gross rental revenues collected for the properties, a finance fee of 1% on any debt placement, and a disposition fee of 1% on the sale of any assets, as specified in the Asset Management Agreement. The Asset Management Agreement renewed for a one year term on November 8, 2014 and will be automatically renewable for one year terms until it is terminated by either party upon written notice. On September 8, 2013 the Asset Management fee associated with the Hato Rey Center was terminated due to the foreclosure and loss of the property. No additional fees are due for the Hato Rey Center. The Company incurred asset management fees of approximately $3,000 for the three months ended March 31, 2015 and 2014, respectively.
E. | Sublease |
The Company leases their executive office space under a month to month lease with Signature for a monthly rental payment of $1,100 or $13,200 per year. Either party may terminate the sublease upon 30 days prior written notice. For the three months ended March 31, 2015 and 2014, the Company incurred approximately $3,300, respectively, in rent expense.
7. | Stock Compensation |
During January 2014, the Company issued 615,000 shares of Class B common stock, valued at $123,000, for directors fees and other professional fees.
8 |
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. | Stock Options and Warrants |
On November 8, 2011, the Company issued 740,000 options at an exercise price of $1.25. A total of 148,000 shares vested six months after the grant date. The aggregate intrinsic value of the options was $0.00. The remaining options vest upon the achievement of performance milestones. Options vesting on the achievement of performance milestones will not be recognized as compensation until such milestones are deemed probable of achievement. The Company has approximately $592,000 of unrecognized compensation expense respectively, related to unvested share-based compensation awards. For the three months ended March 31, 2015 and 2014, compensation expense was $0. Approximately $592,000 will vest upon the achievement of performance milestones.
On January 8, 2014, the Company issued a warrant to purchase 1,700,000 shares at an exercise price of $0.10 per share of the Company’s Class B Common Stock in exchange for the complete cancellation of $425,000 of the deferred compensation accrued under Mr. Jekogian’s prior employment agreement. The Warrant becomes exercisable only upon the expiration of six (6) months from the date of the Company’s consummation of a Capital Event and will expire five and one half years following the date it first becomes exercisable. The Warrant will also terminate if Mr. Jekogian terminates his employment and/or resigns as a director of the Company without “Good Reason” or without the consent of the Company prior to the date the Warrant becomes exercisable.
9. | Estimated Fair Value of Financial Instruments |
Estimated fair values of the Company’s financial instruments as of March 31, 2015 and 2014 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. However, we believe reported amounts approximate fair value.
9 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This report contains statements that do not relate to historical facts, but are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to future events or trends, our future prospects and proposed development or business strategies, among other things. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate, appear, believe, continue, could, estimate, expect, indicate, intend, may, plan, possible, predict, project, pursue, will, would and other similar terms and phrases, as well as the use of the future tense. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward looking statements in documents incorporated by reference speak only as of the date of those documents. Unless otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
Examples of forward-looking statements in this report include, but are not limited to, the following categories of expectations about:
· | Our ability to implement plans for growth; |
· | Our ability to finance the acquisition of new real estate assets; |
· | Our ability to manage growth; |
· | Our ability to generate operating liquidity; |
· | Our ability to attract and maintain tenants for our rental properties; |
· | The demand for rental properties and the creditworthiness of tenants; |
· | Governmental actions and initiatives; |
· | Financial results for 2015 and beyond; |
· | Environmental and safety requirements; |
· | The form, timing and/or amount of dividend distributions in future periods. |
Overview
Presidential is a Delaware corporation organized in 1983 to succeed to the business of a company of the same name which was organized in 1961 to succeed to the business of a closely held real estate business founded in 1911. Since 1982, we have elected to be treated as a real estate investment trust (“REIT”) for Federal and State income tax purposes. We own, directly or indirectly, interests in real estate and interests in entities which own real estate.
We outsource the management of the Mapletree Industrial Center to Signature Community Management.
We obtain funds for working capital and investment from our available cash, operating activities and refinancing of mortgage loans on our real estate.
On June 8, 2012, we closed on a mortgage and line of credit for a combined total of $1,000,000 with Country Bank for Savings on the Mapletree Industrial Center. The mortgage is for $500,000 at a 5% interest rate, for a term of 5 years. Thereafter the interest will adjust monthly equal to the bank’s Prime Rate, plus 1% with an interest rate floor of 5%, for a term of 15 years. We received $459,620 of net proceeds. The line of credit is for $500,000, with an interest rate of 1% over the bank’s Prime Rate (4.25% at March 31, 2015). The balance outstanding at March 31, 2015 and December 31, 2014 was $500,000. The line of credit is due on demand. Both the mortgage and the line of credit are secured by the Mapletree Industrial Center, in Palmer, Massachusetts. The outstanding balance of the mortgage at March 31, 2015 and December 31, 2014 was $434,218 and $440,654, respectively.
10 |
Critical Accounting Policies
For the three months ended March 31, 2015, the Company had a loss from operations. This, combined with a history of operating losses and working capital deficiency, has been detrimental to our operations and could potentially affect our ability to meet our obligations and continue as a going concern. Our ability to continue as a going concern is dependent upon management’s successful execution of our business plan to achieve profitability, and to increase working capital by raising capital through debt and or equity. The accompanying financial statements do not include any adjustments that may result from this uncertainty.
In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), management is required to make estimates and assumptions that affect the financial statements and disclosures. These estimates require difficult, complex and subjective judgments. Management has discussed with the Audit Committee the implementation of the critical accounting policies described below and the estimates required with respect to such policies.
Real Estate
Real estate is carried at cost, net of accumulated depreciation and amortization. Additions and improvements are capitalized and repairs and maintenance are charged to rental property operating expenses as incurred. Depreciation is generally provided on the straight-line method over the estimated useful life of the asset. The useful life of each property, as well as the allocation of the costs associated with a property to its various components, requires estimates by management. If management incorrectly estimates the allocation of those costs or incorrectly estimates the useful lives of its real estate, depreciation expense may be miscalculated.
The Company reviews each of its properties for impairment if events or changes in circumstances warrant. If impairment were to occur, the property would be written down to its estimated fair value. The Company assesses the recoverability of its investment in real estate based on undiscounted cash flow estimates. The future estimated cash flows of a property are based on current rental revenues and operating expenses, as well as the current local economic climate affecting the property. Considerable judgment is required in making these estimates and changes in these estimates could cause the estimated cash flows to change and impairment could occur. As of March 31, 2015, the Company’s net real estate was carried at approximately $545,000.
Rental Revenue Recognition
The Company recognizes rental revenue on the straight-line basis from the later of the date of the commencement of the lease or the date of acquisition of the property subject to existing leases, which averages minimum rents over the terms of the leases. Certain leases require the tenants to reimburse a pro rata share of real estate taxes, utilities and maintenance costs.
Income Taxes
We operate in a manner intended to enable us to continue to qualify as a Real Estate Investment Trust under Sections 856 to 860 of the Code. Under those sections, a REIT which meets certain requirements is not subject to Federal income tax on that portion of its taxable income which is distributed to its shareholders, if at least 90% of its REIT taxable income (exclusive of capital gains) is so distributed. As a result of our ordinary tax loss for the three months ended March 31, 2015, there is no requirement to make a distribution for the first quarter of 2015. In addition, no provision for income taxes was required at March 31, 2015.
11 |
Results of Operations
Results of operations for the three months ended March 31, 2015 compared to the three months ended March 31, 2014:
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Rental revenue | $ | 230,942 | $ | 219,264 | ||||
Operating expenses | $ | 152,648 | $ | 151,539 | ||||
Net income (loss) | $ | (158,900 | ) | $ | (264,902 | ) |
Rental revenues increased by $11,678 for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, as a result of increased rental occupancy at the Mapletree Industrial Center. Management has successfully increased occupancy to 97.7% as of May 2015.
Net loss for the three months ended March 31, 2015 was $158,900 as compared to a loss of $264,902 for the three months ended March 31, 2014, a decrease of approximately $106,000. The decrease is comprised of (i) a reduction in general and administrative expenses of approximately $43,000, which consists of decreases in professional fees and administrative salaries, (ii) a decrease in stock based compensation of $123,000, (iii) increased rental income of approximately $12,000, off-set by a reduction in investment income received from Broadway Partners Fund II of approximately $70,000. Operating expense at the Mapletree Industrial Center remained consistent compared to the prior year.
Balance Sheet
March 31, 2015 compared to December 31, 2014
Net real estate decreased by $11,052 primarily as a result of depreciation expense recorded during the three months ended March 31, 2015 on the MapleTree Industrial Center.
Prepaid expenses decreased by $16,696 primarily due to accretion of the directors and officers tail policy purchased in 2011.
Accrued liabilities increased by $69,781 primarily due to accrued salary for Nicholas W. Jekogian, CEO as required by his employment contract.
Other liabilities increased by $14,763 primarily due to higher tenant security deposits and prepaid rent.
Liquidity and Capital Resources
We obtain funds for working capital and investment from our available cash.
For the three months ended March 31, 2015, the Company had a loss from operations. This, combined with a history of operating losses and working capital deficiency, has been detrimental to our operations and could potentially affect our ability to meet our obligations and continue as a going concern. Our ability to continue as a going concern is dependent upon the successful execution of our business plan to achieve profitability, and to increase working capital, raising debt and/or equity. The accompanying financial statements do not include any adjustments that may result from this uncertainty.
12 |
At March 31, 2015, we had $389,507 in available cash, a decrease of $53,106 from $442,613 available at December 31, 2014. This decrease in cash and cash equivalents was due to cash used in operating activities of $45,576, cash used in investing activities of $1,094, and $6,436 of principal payments made on the Mapletree Industrial Center mortgage.
Operating Activities
Cash from operating activities includes interest on the Company’s mortgage portfolio and net cash received from rental property operations. For the three months ended March 31, 2015, cash received from interest and amortization on the Company’s mortgage portfolio was $605. Net cash received from rental property operations was approximately $65,000. Net cash received from rental property operations is before additions and improvements and mortgage amortization. Cash received from investment activities was $2,750 from Broadway Partners Fund II.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
While we are not required, as a smaller reporting company, to comply with this Item 3, we are providing the following general discussion of qualitative market risk.
Our financial instruments consist primarily of notes receivable and mortgage notes payable. Substantially all of these instruments bear interest at fixed rates, so our cash flows from them are not directly impacted by changes in market rates of interest. However, changes in market rates of interest impact the fair values of these fixed rate assets and liabilities. We generally hold our notes receivable until maturity or prepayment and repay our notes payable at maturity or upon sale of the related properties, and, accordingly, any fluctuations in values do not impact our earnings, balance sheet or cash flows. We also have investments in securities available for sale, which are reported at fair value. We evaluate these instruments for other-than-temporary declines in value, and, if such declines were other than temporary, would record a loss on the investments. We do not own any derivative financial instruments or engage in hedging activities.
Item 4. Controls and Procedures
(a) | Evaluation of Disclosure Controls and Procedures |
The Company, under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, herein referred to as the Exchange Act) as of the end of the period covered by this report. The purpose of disclosure controls is to ensure that information required to be disclosed in our reports filed with or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.
13 |
(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 March 31, 2015 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 March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 1. Legal Proceedings
None
14 |
10.1 | Fifth Amendment to Amended and Restated Employment and Consulting Agreement dated as of May 14, 2015 between the Company and Steven Baruch. | |
10.2 | Fifth Amendment to Amended and Restated Employment and Consulting Agreement dated as of May 14, 2015 between the Company and Thomas Viertel | |
10.3 | Sixth Amendment to Amended and Restated Employment and Consulting Agreement dated as of May 14, 2015 between the Company and Jeffrey F. Joseph. | |
10.4 | Form of Option Agreement between the Company and Prior Officers. | |
31.1 | Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. | |
31.2 | Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. | |
32.1 | Certification of Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101. INS | XBRL Instance Document | |
101. SCH | XBRL Taxonomy Schema | |
101. CAL | XBRL Taxonomy Calculation Linkbase | |
101. DEF | XBRL Definition Linkbase | |
101. LAB | Taxonomy Label Linkbase | |
101. PRE | XBRL Taxonomy Presentation Linkbase |
15 |
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 May, 2015.
PRESIDENTIAL REALTY CORPORATION | ||
By: | /s/ Nickolas W. Jekogian | |
Nickolas Jekogian Chief Executive Officer and Chairman | ||
By: | /s/ Alexander Ludwig | |
Alexander Ludwig | ||
President, Chief Operating Officer and Principal Financial Officer |
16 |
Exhibit 10.1
FIFTH AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AND CONSULTING AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND CONSULTING AGREEMENT (this “Fifth Amendment”) is made as of May 14, 2015 by and between STEVEN H. BARUCH, residing at 1 Pondview West, Purchase, NY 10577 (“Executive”), and PRESIDENTIAL REALTY CORPORATION, a Delaware corporation having offices at 1430 Broadway, Suite 503, New York, NY, 10018 (the “Company”).
WITNESSETH:
WHEREAS, Executive and the Company entered into that certain Employment and Consulting Agreement, made January 31, 2005, as of January 1, 2004, which agreement was modified by a First Amendment dated January 3, 2006, then amended and restated as of December 12, 2007 and, as so amended and restated, modified by a letter agreement dated October 13, 2008, a Second Amendment to Amended and Restated Employment Agreement dated August 25, 2010, a Third Amendment to Amended and Restated Employment Agreement dated November 8, 2011 and a Fourth Amendment to Amended and Restated Employment Agreement dated November 10, 2014 (collectively, the “Agreement;” capitalized terms used and not defined herein have the respective meanings assigned to them in the Agreement) and the parties now desire to further amend the Agreement to satisfy the Deferred Amount owed by the Company to the Executive in consideration of a partial cash payment and the grant of an option to acquire shares of the Company’s Class B Common Stock, $.00001 par value per share to the Executive.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the Agreement is hereby amended in substance as follows:
1. Amendments to the Agreement. On the Effective Date (defined below), the Company shall pay to Executive the Deferred Amount as follows: $50,000 in cash and the balance in the form of an option to purchase shares of the Company’s Class B Common Stock in the form attached hereto as Exhibit A.
2. Effective Date. The Effective Date shall be the date the Company consummates a refinancing of the existing mortgage on its Mapletree Property located in Palmer, Massachusetts.
3. Satisfaction of Obligations. As of the Effective Date and following the performance of the Company’s obligations under Section 1 hereof, the Company’s obligations with respect to the Deferred Amount shall be deemed fully satisfied.
4. Miscellaneous.
(a) This Fifth Amendment is governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions of such State.
(b) This Fifth Amendment constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
[signature page follows]
2 |
IN WITNESS WHEREOF, the Parties have executed this Fifth Amendment as of the date first written above.
/s/ Steven H. Baruch | ||
Steven H. Baruch | ||
Presidential Realty Corporation | ||
By: | /s Alexander Ludwig | |
Name: | Alexander Ludwig | |
Title: | President |
3 |
EXHIBIT A
OPTION AGREEMENT
Exhibit 10.2
FIFTH AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AND CONSULTING AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND CONSULTING AGREEMENT (this “Fifth Amendment”) is made as of May 14, 2015 by and between THOMAS VIERTEL, residing at 333 West 56th Street, Apt 11H, New York, NY 10019 (“Executive”), and PRESIDENTIAL REALTY CORPORATION, a Delaware corporation having offices at 1430 Broadway, Suite 503, New York, NY, 10018 (the “Company”).
WITNESSETH:
WHEREAS, Executive and the Company entered into that certain Employment and Consulting Agreement, made January 31, 2005, as of January 1, 2004, which agreement was modified by a First Amendment dated January 3, 2006, then amended and restated as of December 12, 2007 and, as so amended and restated, modified by a letter agreement dated October 13, 2008, a Second Amendment to Amended and Restated Employment Agreement dated August 25, 2010, a Third Amendment to Amended and Restated Employment Agreement dated November 8, 2011 and a Fourth Amendment to Amended and Restated Employment Agreement dated November 10, 2014 (collectively, the “Agreement;” capitalized terms used and not defined herein have the respective meanings assigned to them in the Agreement) and the parties now desire to further amend the Agreement to satisfy the Deferred Amount owed by the Company to the Executive in consideration of a partial cash payment and the grant of an option to acquire shares of the Company’s Class B Common Stock, $.00001 par value per share to the Executive.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the Agreement is hereby amended in substance as follows:
1. Amendments to the Agreement. On the Effective Date (defined below), the Company shall pay to Executive the Deferred Amount as follows: $50,000 in cash and the balance in the form of an option to purchase shares of the Company’s Class B Common Stock in the form attached hereto as Exhibit A.
2. Effective Date. The Effective Date shall be the date the Company consummates a refinancing of the existing mortgage on its Mapletree Property located in Palmer, Massachusetts.
3. Satisfaction of Obligations. As of the Effective Date and following the performance of the Company’s obligations under Section 1 hereof, the Company’s obligations with respect to the Deferred Amount shall be deemed fully satisfied.
4. Miscellaneous.
(a) This Fifth Amendment is governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions of such State.
(b) This Fifth Amendment constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
[signature page follows]
2 |
IN WITNESS WHEREOF, the Parties have executed this Fifth Amendment as of the date first written above.
/s/ Thomas Viertel | ||
Thomas Viertel | ||
Presidential Realty Corporation | ||
By: | /s/ Alexander Ludwig | |
Name: | Alexander Ludwig | |
Title: | President |
EXHIBIT A
OPTION AGREEMENT
Exhibit 10.3
SIXTH AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AND CONSULTING AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND CONSULTING AGREEMENT (this “Sixth Amendment”) is made as of May 14, 2015 by and between JEFFREY F. JOSEPH, residing at 16 Rivers Edge Drive, Tarrytown, New York 10591 (“Executive”), and PRESIDENTIAL REALTY CORPORATION, a Delaware corporation having offices at 1430 Broadway, Suite 503, New York, NY, 10018 (the “Company”).
WITNESSETH:
WHEREAS, Executive and the Company entered into that certain Employment and Consulting Agreement, made January 31, 2005, as of January 1, 2004, which agreement was modified by a First Amendment dated January 3, 2006, then amended and restated as of December 12, 2007 and, as so amended and restated, modified by a First Amendment to Amended and Restated Employment Agreement, dated December 12, 2007, a letter agreement dated October 13, 2008, a Third Amendment to Amended and Restated Employment Agreement dated August 25, 2010, a Fourth Amendment to Amended and Restated Employment Agreement dated November 8, 2011 and a Fifth Amendment to Amended and Restated Employment Agreement dated November 10, 2014 (collectively, the “Agreement;” capitalized terms used and not defined herein have the respective meanings assigned to them in the Agreement) and the parties now desire to further amend the Agreement to satisfy the Deferred Amount owed by the Company to the Executive in consideration of a partial cash payment and the grant of an option to acquire shares of the Company’s Class B Common Stock, $.00001 par value per share to the Executive.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the Agreement is hereby amended in substance as follows:
1. Amendments to the Agreement. On the Effective Date (defined below), the Company shall pay to Executive the Deferred Amount as follows: $50,000 in cash and the balance in the form of an option to purchase shares of the Company’s Class B Common Stock in the form attached hereto as Exhibit A.
2. Effective Date. The Effective Date shall be the date the Company consummates a refinancing of the existing mortgage on its Mapletree Property located in Palmer, Massachusetts.
3. Satisfaction of Obligations. As of the Effective Date and following the performance of the Company’s obligations under Section 1 hereof, the Company’s obligations with respect to the Deferred Amount shall be deemed fully satisfied.
4. Miscellaneous.
(a) This Sixth Amendment is governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions of such State.
(b) This Sixth Amendment constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
[Signature page follows]
2 |
IN WITNESS WHEREOF, the Parties have executed this Sixth Amendment as of the date first written above.
/s/ Jeffrey F. Joseph | ||
Jeffrey F. Joseph | ||
Presidential Realty Corporation | ||
By: | /s/ Alexander Ludwig | |
Name: | Alexander Ludwig | |
Title: | President |
EXHIBIT A
OPTION AGREEMENT
Exhibit 10.4
STOCK OPTION AGREEMENT
AGREEMENT made as of _______, 2015 (the “Grant Date”), between Presidential Realty Corporation, a Delaware corporation (the “Corporation”), and ________________ (the “Grantee”).
1. Grant of Option. The Corporation hereby grants to the Grantee the right and option (the “Option”) to acquire such number of shares of the Corporation’s Class B Common Stock, par value $.00001 per share (the “Class B Shares”), as is equal to (a) $102,600.00 divided by (b) the per share offering price established pursuant to a Secondary Offering (as defined in Section 2 below), on the terms and conditions and subject to all the limitations set forth herein. The Option is intended to qualify as a non-qualified stock option and not as an Incentive Stock Option as defined in Section 422 of the Internal Revenue Code. Notwithstanding any other provision of this Agreement, the Corporation shall make or provide for such adjustments to the number and class of shares issuable hereunder as shall be appropriate to prevent dilution or enlargement of rights, including adjustments in the event of changes in the outstanding capital stock of the Corporation by reason of split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations and the like. In the event of any offer to holders of the capital stock of the Corporation generally relating to the acquisition of their shares, the Corporation shall make such adjustment as shall be equitable in respect of the outstanding Option and rights hereunder, including revision of the outstanding Option and rights so that the holder of the Option may exercise the Option and participate in the acquisition transaction on the same terms as other stockholders. This Option is granted to Grantee pursuant to the Fifth amendment to the employment agreement dated , 2015 between the Company and the Grantee.
2. Exercise of Option. The Option granted hereby shall vest and become immediately exercisable from and after the consummation of an underwritten registered public offering of equity securities of the Corporation with gross proceeds of not less than twenty million dollars ($20,000,000) (a “Secondary Offering”). The date on which a Secondary Offering occurs (excluding any over allotment option) is hereinafter referred to as a “Vesting Date.”
3. Term of Option. The Option shall terminate at 11:59 P.M. on the day before the fifth (5th) anniversary of the Grant Date.
4. Transferability. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 4, or the levy of any attachment or similar process upon the Option or any such right, shall be null and void. The Grantee shall comply with any policies adopted by the Corporation’s Board of Directors with respect to timing of sales of its capital stock.
5. Exercise of Option and Issuance of Shares. The Option may be exercised in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written Notice of Exercise (in the form of Exhibit A annexed hereto) to the Corporation. Such written notice shall be signed by the Grantee, shall state the number of Class B Shares with respect to which the Option is being exercised, shall contain any warranty required by Section 7 below and shall otherwise comply with the terms and conditions of this Agreement. The Grantee shall pay all original issue taxes, if any, with respect to the issue of the Class B Shares issued pursuant hereto and the Corporation shall pay all other fees and expenses necessarily incurred by the Corporation in connection herewith. Notwithstanding the foregoing, Grantee shall be deemed to have received compensation on the Vesting Date equal to the value of the shares subject to the Option. The number of shares subject to the Option shall be reduced as of the Vesting Date by such number of Class B Shares issuable upon exercise of the Option as equals the amount of any taxes which the Corporation reasonably determines are required to be withheld under federal, state or local law in connection with the vesting of the Option. For such purpose, the Corporation shall value the Class B Shares withheld at the per share price established in the Secondary Offering. The Corporation shall pay to the appropriate taxing authorities for the account of the Grantee in cash an amount equal to the amount to be withheld. The issuance of the Class B Shares is conditional upon the submission by the Grantee to the Board of Directors of the Corporation a duly executed and acknowledged counterpart of this Agreement, together with such other instrument or instruments reasonably requested by the Corporation.
6. Representations and Warranties of the Corporation. The Corporation represents, warrants and agrees as follows:
(a) The Corporation has the authority to enter into this Agreement. All action on the part of the Corporation necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Corporation hereunder and thereunder has been taken on or prior to the date hereof. This Agreement has been duly executed and delivered by the Corporation and constitutes the valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with their terms, except that (i) such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(b) The Class B Shares, when issued upon exercise of the Option will be duly authorized and validly issued, fully paid and nonassessable and, subject to the representations and warranties of the Grantee in Section 7 herein being true and correct, will have been issued in compliance with federal and state securities laws.
7. Representations and Warranties of the Grantee. The Grantee represents, warrants and agrees as follows:
(a) The Grantee (i) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof.
(b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares.
(c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. The Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registration.
(d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation:
“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”
(e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agents.
(f) The Grantee understands that the Grantee (and not the Corporation) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
(g) The Grantee agrees not to sell the Class B Shares issued pursuant to exercise of the Option for a period of one hundred and eighty (180) days from the Vesting Date.
8. Liquidation; Change in Control. In the event of a liquidation or proposed liquidation of the Corporation, including (but not limited to) a transfer of assets followed by a liquidation of the Corporation, or in the event of a Change in Control or proposed Change in Control, the Corporation shall have the right to require the Grantee to exercise the Option upon 30 days prior written notice to the Grantee to the extent it is then exercisable. In the event the Option is not exercised by the Grantee within the 30-day period set forth in such written notice, the Option shall terminate on the last day of such 30-day period, notwithstanding anything to the contrary contained in the Option. For purposes of this Section 8, “Change of Control” shall mean any person or group of persons within the meaning of § 13(d)(3) of the Securities Exchange Act of 1934 becomes the beneficial owner, directly or indirectly, of 50% or more of the outstanding equity interests of the Corporation.
9. Notices. Any notices required or permitted by the terms of this Agreement shall be given by personal delivery, registered or certified mail, postage prepaid, return receipt requested, overnight courier of national reputation, facsimile or other electronic means as follows:
To the Corporation: | 1430 Broadway, Suite 503 |
New York, NY 10018 | |
To the Grantee: | As set forth on the signature page hereto. |
or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been duly given or made as of the date delivered if delivered personally, or on the next business day if sent by overnight courier or when received if mailed by registered or certified mail, postage prepaid, return receipt requested, or on confirmation if by facsimile or other electronic means, in accordance with the foregoing provisions. Either party hereto may change the address to which notices hereunder may be given by providing the other party hereto with written notice of such change.
10. Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, in the event that the Corporation determines that this Option may be subject to Section 409A of the Code, the Corporation may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Corporation determines are necessary or appropriate to (a) exempt the Option from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Option, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of penalty taxes under such Section 409A.
11. Governing Law; Arbitration.
(a) This Agreement shall be construed in accordance with and governed by the Laws of the State of Delaware, without regard to the conflicts of Laws and rules thereof.
(b) Any dispute or disagreement between the Grantee and the Corporation with respect to any portion of this Agreement (excluding Exhibit A hereto) or its validity, construction, meaning, and the performance of the Grantee’s rights hereunder shall, unless the Corporation in its sole discretion determines otherwise, be settled by arbitration, at a location designated by the Corporation, in accordance with the Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However, prior to submission to arbitration the parties will attempt to resolve any disputes or disagreements with the Corporation over this Agreement amicably and informally, in good faith, for a period not to exceed two weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, the Grantee and the Corporation may resolve the dispute by settlement. The Grantee and the Corporation shall equally share the costs charged by the American Arbitration Association or its successor, but the Grantee and the Corporation shall otherwise be solely responsible for their own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on the Grantee and the Corporation. Further, neither the Grantee nor the Corporation shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award.
12. Integration and Severability. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. In case any one or more of the provisions contained in this Agreement or in any instrument contemplated hereby, or any application thereof, shall be invalid, illegal or unenforceable in any respect, under the laws of any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein and therein, and any other application thereof, shall not in any way be affected or impaired thereby or under the Laws of any other jurisdiction.
13. Headings. The headings of the articles, sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.
14. Benefit of Agreement. This Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators and successors and permitted assigns of the parties hereto.
[signature page follows]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.
PRESIDENTIAL REALTY CORPORATION | ||
By: | ||
Name: | ||
Title: | ||
GRANTEE: | ||
By: | ||
Name: | ||
Address: | ||
EXHIBIT A
NOTICE OF EXERCISE OF STOCK OPTION
TO PURCHASE SHARES OF CLASS B COMMON STOCK OF
PRESIDENTIAL REALTY CORPORATION
Name | ||
Address | ||
Attn: | ||
Date |
Presidential Realty Corporation
180 South Broadway
White Plains, New York 10605
Attention: Chairman of the Board
Re: Exercise of Stock Option
Gentlemen:
Pursuant to the provisions of the Stock Option Agreement (“Option Agreement”) dated as of ____________, 2015, between Presidential Realty Corporation (“Corporation”) and the Undersigned, the Undersigned hereby elects to exercise options granted to the Undersigned to purchase ________ shares of Class B Common Stock, par value $0.10 per shares of the Corporation (the “Class B Stock”).
As soon as the Stock Certificate is registered in the name of the Undersigned, please deliver it to the Undersigned at the above address.
Very truly yours, | |
AGREED TO AND ACCEPTED BY:
PRESIDENTIAL REALTY CORPORATION
By:____________________________
Name: _________________________
Title:___________________________
Number of Shares Exercised: ____________
Number of Shares Remaining: ___________
Exhibit 31.1
PRESIDENTIAL REALTY CORPORATION
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Nickolas Jekogian, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2015 of Presidential Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 14, 2015
/s/Nickolas W. Jekogian | |
Nickolas W. Jekogian | |
Chief Executive Officer |
Exhibit 31.2
PRESIDENTIAL REALTY CORPORATION
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Alexander Ludwig, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2015 of Presidential Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 14, 2015
/s/ Alexander Ludwig | |
Alexander Ludwig | |
President, Chief Operating Officer and Principal Financial Officer |
Exhibit 32.1
PRESIDENTIAL REALTY CORPORATION
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Presidential Realty Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2015 (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:
(1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/S/ Nickolas W. Jekogian | |
Nickolas W. Jekogian | |
Chief Executive Officer | |
(Principal Executive Officer) | |
Date: May 14, 2015 |
Exhibit 32.2
PRESIDENTIAL REALTY CORPORATION
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Presidential Realty Corporation (the “Company”) on Form 10-Q for the period March 31, 2015 (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:
(1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/S/ Alexander Ludwig | |
Alexander Ludwig | |
President, Chief Operating Officer and Principal Financial Officer | |
Date: May 14, 2015 |
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