-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WF8HnLj75bJXS0VCcrfi3RlWurAdW7h26V3AP85pb9/0xNOYS61A7XrKnJjp0k/q W2YdL2OY+/aP7ZesBjJGmQ== 0000731245-07-000006.txt : 20070403 0000731245-07-000006.hdr.sgml : 20070403 20070403111931 ACCESSION NUMBER: 0000731245-07-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070402 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRESIDENTIAL REALTY CORP/DE/ CENTRAL INDEX KEY: 0000731245 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 131954619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08594 FILM NUMBER: 07742212 BUSINESS ADDRESS: STREET 1: 180 S BROADWAY CITY: WHITE PLAINS STATE: NY ZIP: 10605 BUSINESS PHONE: 9149481300 MAIL ADDRESS: STREET 1: 180 SOUTH BROADWAY CITY: WHITE PLAINS STATE: NY ZIP: 10605 8-K 1 dec06-8k.txt PRESIDENTIAL REALTY CORP. FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 2, 2007 --------------------- Presidential Realty Corporation - --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-8594 13-1954619 - ---------------------------- ------------ ------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 180 South Broadway, White Plains, New York 10605 - ------------------------------------------- ------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (914) 948-1300 -------------- No change since last Report - ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) ITEM 2.02. Results of Operations and Financial Condition. On April 2, 2007, Presidential Realty Corporation issued the press release announcing financial results for the three months and year ended December 31, 2006. A copy of this press release is annexed hereto as Exhibit 99.1. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 3, 2007 PRESIDENTIAL REALTY CORPORATION By:/s/ Jeffrey F. Joseph ---------------------------- Jeffrey F. Joseph President INDEX TO EXHIBITS Exhibit No. Description 99.1 Press Release dated April 2, 2007 EX-99 2 dec06-991.txt EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 Presidential Realty Corporation NEWS 180 South Broadway White Plains, N.Y. 10605 (914) 948-1300 - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE White Plains, New York April 2, 2007 Presidential Realty Corporation, a real estate investment trust whose shares are traded on the American Stock Exchange (PDLA and PDLB), is engaged principally in the ownership of income-producing real estate and in the holding of notes and mortgages secured by real estate. Results of operations for the three months ended December 31, 2006: - ------------------------------------------------------------------ The Company's net loss for the three months ended December 31, 2006 was $.56 per share compared to $.15 per share for the three months ended December 31, 2005. Continuing Operations: Loss from continuing operations was $.53 per share for the 2006 period compared to $.16 per share for the 2005 period. This increase in loss of $.37 per share is primarily attributable to environmental expenses at the Company's Mapletree Industrial Center property ($.22 per share) and an increase in the loss from joint ventures ($.21 per share). Environmental The Company is 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 and the depth of the contamination is at this time undetermined. The Company estimates that the costs of the cleanup will not exceed $1,000,000 and expects to complete the project over the next ten years. As a result, in the fourth quarter of 2006, the Company accrued a $1,000,000 liability which was discounted by $145,546 and charged $854,454 to expense ($.22 per share). The actual costs incurred may vary from this estimate due to the inherent uncertainties involved. The Company believes that any additional liability in excess of the amount provided which may result from the resolution of this matter will not have a material adverse effect on the financial condition, liquidity or cash flow of the Company. Joint Ventures During 2005 and 2006, the Company invested in four joint ventures and as a result owns a 29% interest in entities that own nine shopping mall properties. The Company accounts for these investments under the equity method of accounting. The equity in the loss of joint ventures was $.26 per share for the 2006 period and such equity in the loss included noncash charges for depreciation and amortization expense of $.21 per share and amortization of deferred financing costs, in-place lease values and other costs of $.09 per share for Presidential Realty Corporation NEWS 180 South Broadway White Plains, N.Y. 10605 (914) 948-1300 - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE White Plains, New York April 2, 2007 an aggregate total for noncash charges of $.30 per share. The equity in the loss of joint ventures was $.05 per share for the 2005 period and included noncash charges for depreciation and amortization expense of $.19 per share and amortization of deferred financing costs, in-place lease values and other costs of $.13 per share for an aggregate total for noncash charges of $.32 per share. For the three months ended December 31, 2006, the Company received distributions from the joint ventures in the amount of $761,000, which included payments of interest in the amount of $721,000 and return on investment in the amount of $40,000. For the three months ended December 31, 2005, the Company received distributions from joint ventures in the amount of $564,000, all of which were payments of interest. Discontinued Operations: Loss from discontinued operations (before net gain from sales of discontinued operations) for the 2006 period was $.03 per share compared to $.03 per share for the 2005 period. There was no net gain from sales of discontinued operations for the 2006 period compared to $.04 per share in the 2005 period. Results of operations for the year ended December 31, 2006: - ---------------------------------------------------------- The Company's net loss for the year ended December 31, 2006 was $1.25 per share compared to net income of $.83 per share for the year ended December 31, 2005. Continuing Operations: Loss from continuing operations before net gain from sales of properties was $1.17 per share for the 2006 period compared to $.49 per share for the 2005 period. This increase in loss of $.68 per share is primarily attributable to environmental expenses ($.28 per share) and an increase in the loss from joint ventures ($.31 per share). Environmental In addition to the $854,454 charged to operations for the environmental remediation process as previously discussed, the Company incurred costs in 2006 of $225,857 for environmental site testing and removal of soil. The total amounts charged to operations for environmental expense for 2006 were $1,080,311. Joint Ventures The equity in the loss of joint ventures was $.53 per share for the 2006 period and such equity in the loss included noncash charges for depreciation and amortization expense of $.73 per share and amortization of deferred Presidential Realty Corporation NEWS 180 South Broadway White Plains, N.Y. 10605 (914) 948-1300 - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE White Plains, New York April 2, 2007 financing costs, in-place lease values and other costs of $.46 per share for an aggregate total for noncash charges of $1.19 per share. The equity in the loss of joint ventures was $.22 per share for the 2005 period and included noncash charges for depreciation and amortization expense of $.59 per share and amortization of deferred financing costs, in-place lease values and other costs of $.44 per share for an aggregate total for noncash charges of $1.03 per share. The 2006 period reflects 12 months of operations for all nine of the mall properties. The 2005 period reflects 12 months of operations for seven of the mall properties and six months of operations for two of the mall properties. For the year ended December 31, 2006, the Company received distributions from the joint ventures in the amount of $3,483,000, which included payments of interest in the amount of $2,871,000 and return on investment in the amount of $612,000. For the year ended December 31, 2005, the Company received distributions from joint ventures in the amount of $2,505,000, which included payments of interest in the amount of $2,172,000 and return on investment in the amount of $333,000. Gain on Sales There was no net gain from sales of properties in the 2006 period compared to $.84 per share in the 2005 period. The gain in the 2005 period was from the recognition of a deferred gain from the sale of our New Haven property in 1984 as a result of an $8,550,000 principal repayment received in 2005. Discontinued Operations: Loss from discontinued operations (before net gain from sales of discontinued operations) for the 2006 period was $.08 per share compared to $.15 per share for the 2005 period. There was no net gain from sales of discontinued operations in the 2006 period compared to $.63 per share in the 2005 period. The gain in the 2005 period was from the sale of the Fairlawn Gardens property. Dividend: - -------- In February, 2007, the Company declared a regular quarterly cash distribution of $.16 per share on its Class A and Class B shares payable on March 30, 2007 to shareholders of record on March 9, 2007. The dividend represents a yield of 8.38% on the Class A shares and 8.38% on the Class B shares based on the last sales price of such shares on the American Stock Exchange. Presidential Realty Corporation NEWS 180 South Broadway White Plains, N.Y. 10605 (914) 948-1300 - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE White Plains, New York April 2, 2007 RESULTS OF OPERATIONS
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2006 2005 2006 2005 Gross revenues (excluding revenues from discontinued operations and net gain from sales of properties) $1,015,000 $975,000 $3,920,000 $4,415,000 ============= ============= ============== ============= Loss before net gain from sales of properties ($2,104,000) ($629,000) ($4,563,000) ($1,883,000) Net gain from sales of properties - - - 3,242,000 ------------- ------------- -------------- ------------- Income (loss) from continuing operations (2,104,000) (629,000) (4,563,000) 1,359,000 ------------- ------------- -------------- ------------- Loss from discontinued operations (99,000) (106,000) (314,000) (588,000) Net gain from sales of discontinued operations - 168,000 - 2,423,000 ------------- ------------- -------------- ------------- Total income (loss) from discontinued operations (99,000) 62,000 (314,000) 1,835,000 ------------- ------------- -------------- ------------- Net Income (Loss) ($2,203,000) ($567,000) ($4,877,000) $3,194,000 ============= ============= ============== ============= Per share of common stock (basic and diluted): Loss before net gain from sales of properties ($0.53) ($0.16) ($1.17) ($0.49) Net gain from sales of properties - - - 0.84 ------------- ------------- -------------- ------------- Income (loss) from continuing operations (0.53) (0.16) (1.17) 0.35 ------------- ------------- -------------- ------------- Loss from discontinued operations (0.03) (0.03) (0.08) (0.15) Net gain from sales of discontinued operations - 0.04 - 0.63 ------------- ------------- -------------- ------------- Total income (loss) from discontinued operations (0.03) 0.01 (0.08) 0.48 ------------- ------------- -------------- ------------- Net Income (Loss) per Common Share - basic and diluted ($0.56) ($0.15) ($1.25) $0.83 ============= ============= ============== ============= Average shares outstanding - basic and diluted 3,927,607 3,861,214 3,911,405 3,836,728 ============= ============= ============== ============= Cash distributions paid per common share $0.16 $0.16 $0.64 $0.64 ============= ============= ============== =============
Presidential Realty Corporation NEWS 180 South Broadway White Plains, N.Y. 10605 (914) 948-1300 - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE White Plains, New York April 2, 2007 Certain statements in this release that are not historical fact may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: trends and uncertainties in the general economic climate; the supply of and demand for residential, mall and other commercial properties; interest rate levels; the availability of financing and other risks associated with the development, acquisition, ownership and operation of properties. Additional factors that could cause Presidential's results to differ materially from those described in the forward-looking statements can be found in the 2006 Annual Report on Form 10-KSB. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any changes in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any such statement is based. For further information contact: Jeffrey F. Joseph, President Presidential Realty Corporation at the above address and telephone number -----END PRIVACY-ENHANCED MESSAGE-----