-----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, JR4UXl4K8i+1whtoMu1eFxS9GG+PSWVRZE/1TWts+EdcqQ4gCTqG2Bnv6GMGBICF KXVaaUExCfDQdTfDdHVJOg== 0001140361-10-032785.txt : 20100811 0001140361-10-032785.hdr.sgml : 20100811 20100811154748 ACCESSION NUMBER: 0001140361-10-032785 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100811 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20100811 DATE AS OF CHANGE: 20100811 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: 101008079 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 form8_k.htm PRESIDENTIAL REALTY CORP 8-K 8-11-10 form8_k.htm


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)   August 11, 2010
 
Presidential Realty Corporation
(Exact name of registrant as specified in its charter)
 
Delaware   1-8594   13-1954619
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer 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:
 
o
Written communications pursuant to Rule 425 under the SecuritiesAct (17CFR230.425)
x
Soliciting material pursuant to Rule 14a-12 under the ExchangeAct (17CFR240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
o
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 August 11, 2010, Presidential Realty Corporation issued the press release announcing financial results for the three months and six months ended June 30, 2010.
 
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:  August 11, 2010 PRESIDENTIAL REALTY CORPORATION
   
   
  By:  /s/ Jeffrey F. Joseph  
    Jeffrey F. Joseph
    President
 
 
 

 

INDEX TO EXHIBITS
 
 
Exhibit No.
Description
 
Press Release dated August 11, 2010

 
 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

 
Exhibit 99.1 
Presidential Realty Corporation
180 South Broadway
White Plains, N.Y. 10605      (914) 948-1300
 
      NEWS  
       
     
   
FOR IMMEDIATE RELEASE
White Plains, New York
August 11, 2010 
 
 
Presidential Realty Corporation, a real estate investment trust whose shares are traded on the NYSE AMEX LLC (PDLB) and the over the counter market (PDNLA), is engaged principally in the ownership of income-producing real estate and in the holding of notes and mortgages secured by real estate or interests in real estate.
 
Results of operations for the three months ended June 30, 2010:
 
The Company’s net loss for the three months ended June 30, 2010 was $0.13 per share (basic) compared to net income of $1.31 per share (basic) for the three months ended June 30, 2009.
 
Continuing Operations:
 
Loss from continuing operations was $.23 per share for the three months ended June 30, 2010 compared to income of $.35 per share for the three months ended June 30, 2009.  This decrease in income of $.58 per share is primarily attributable to a $.67 per share additional gain recorded during the three months ended June 30, 2009 in connection with the settlement of several joint venture loans.  As previously disclosed and more fully described in the Company’s Form 10-Q for the quarterly period ended June 30, 2010, the Company entered into a settlement agreement on February 27, 2009 with its joint venture partners with respect to defaults on three of the Company’s mezzanine loans.  This decrease in income is partially offset by a $.07 per share decrease in costs and expenses, esp ecially general and administrative expenses.
 
Discontinued Operations:
 
The total income from discontinued operations was $.10 per share for the three months ended June 30, 2010 compared to $.96 per share for the three months ended June 30, 2009.  The three months ended June 30, 2010 included a gain of $.09 per share from the sale of four cooperative apartment units in New York, New York.  The three months ended June 30, 2009 included a gain of $.95 per share from the sale of the Crown Court property in New Haven, Connecticut.
 
Results of operations for the six months ended June 30, 2010:
 
The Company’s net loss for the six months ended June 30, 2010 was $.40 per share (basic) compared to net income of $1.55 per share (basic) for the six months ended June 30, 2009.
 
 
 

 
 
Presidential Realty Corporation
180 South Broadway
White Plains, N.Y. 10605      (914) 948-1300
 
      NEWS  
       
     
   
FOR IMMEDIATE RELEASE
White Plains, New York
August 11, 2010 
 
 
Continuing Operations:
 
Loss from continuing operations was $.50 per share for the six months ended June 30, 2010 compared to income of $.56 per share for the six months ended June 30, 2009.  This decrease in income of $1.06 per share is primarily attributable to a $1.18 per share gain recorded during the six months ended June 30, 2009 in connection with the settlement of several joint venture loans.  This decrease in income is partially offset by a $.06 per share decrease in costs and expenses, especially general and administrative expenses.
 
Discontinued Operations:
 
The total income from discontinued operations was $.10 per share for the six months ended June 30, 2010 compared to $.99 per share for the six months ended June 30, 2009.  The six months ended June 30, 2010 included a gain of $.09 per share from the sale of four cooperative apartment units in New York, New York.  The six months ended June 30, 2009 included a gain of $.95 per share from the sale of the Crown Court property in New Haven, Connecticut.
 
Annual Meeting of Stockholders
 
As the Company has previously disclosed, it has considered various strategic alternatives in an effort to maximize shareholder value, including a merger, consolidation or sale of all or substantially all of the Company’s assets in a single transaction followed by a liquidation of the Company.  To date, no appropriate opportunity has been identified, although the Board of Directors and management continue to seek and consider potential strategic transactions. The Company also previously disclosed that its Board of Directors is considering requesting the approval of its shareholders at its next Annual Meeting for the sale of all or substantially all of the Company’s assets and the adoption of a Plan of Liquidation of the Company.  The Board of Directors continues to consider strategic alt ernatives and currently plans to hold the Company’s Annual Meeting in the fourth quarter of 2010.
 
 
 

 
 
Presidential Realty Corporation
180 South Broadway
White Plains, N.Y. 10605      (914) 948-1300
 
      NEWS  
       
     
   
FOR IMMEDIATE RELEASE
White Plains, New York
August 11, 2010 
 
 
    RESULTS OF OPERATIONS  
   
(Unaudited)
 
   
THREE MONTHS ENDED
 JUNE 30,
    SIX MONTHS ENDED
JUNE 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Gross revenues (excluding revenues from discontinued operations)
  $ 1,103,000     $ 1,221,000     $ 2,327,000     $ 2,366,000  
                                 
Income (loss) from continuing operations
  $ (862,000 )   $ 1,130,000     $ (1,818,000 )   $ 1,812,000  
                                 
Income from discontinued operations
    40,000       55,000       56,000       124,000  
Net gain from sales of discontinued operations
    299,000       3,208,000       299,000       3,208,000  
Total income from discontinued operations
    339,000       3,263,000       355,000       3,332,000  
                                 
Net income (loss)
    (523,000 )     4,393,000       (1,463,000 )     5,144,000  
                                 
Add: Net loss from noncontrolling interest
    72,000       46,000       119,000       84,000  
                                 
Net Income (Loss) attributable to Presidential Realty Corporation
  $ (451,000 )   $ 4,439,000     $ (1,344,000 )   $ 5,228,000  
                                 
Per share of common stock attributable to Presidential Realty Corporation (basic and diluted):
                               
                                 
Income (loss) from continuing operations
  $ (0.23 )   $ 0.35     $ (0.50 )   $ 0.56  
                                 
Income from discontinued operations
    0.01       0.01       0.01       0.04  
Net gain from sales of discontinued operations
    0.09       0.95       0.09       0.95  
Total income from discontinued operations
    0.10       0.96       0.10       0.99  
                                 
Net Income (Loss) per Common Share   – basic   $ (0.13 )   $ 1.31     $ (0.40 )   $ 1.55  
  – diluted   $ (0.13 )   $ 1.31     $ (0.40 )   $ 1.54  
                                 
Average shares outstanding 
– basic
    3,391,880       3,380,380       3,390,156       3,379,999  
  – diluted     3,391,880       3,399,680       3,390,156       3,399,547  
 
 
 

 
 
Presidential Realty Corporation
180 South Broadway
White Plains, N.Y. 10605      (914) 948-1300
 
      NEWS  
       
     
   
FOR IMMEDIATE RELEASE
White Plains, New York
August 11, 2010 
 
 
Additional Information
 
In connection with its 2010 Annual Meeting of Stockholders, Presidential Realty Corporation will file a notice of annual meeting and proxy statement with the Securities and Exchange Commission (“SEC”). BEFORE MAKING ANY VOTING OR INVESTMENT DECISION REGARDING THE ANNUAL MEETING, PRESIDENTIAL STOCKHOLDERS ARE URGED TO READ THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PRESIDENTIAL AND THE 2010 ANNUAL MEETING OF STOCKHOLDERS. Stockholders can obtain free copies of the  notice of annual meeting and proxy statement and other documents filed by Presidential with the SEC, including the proxy card, when they become available by contacting Presidential at 180 South Broad way, White Plains, NY 10605, Attention: Secretary. In addition, documents filed with the SEC by Presidential are available free of charge at the SEC’s website at www.sec.gov. Our proxy materials will also be available at www.proxyvote.com.
 
Presidential Realty Corporation, its directors, executive officers and other employees may be deemed to be participants in the solicitation of Presidential’s security holders in connection with its 2010 Annual Meeting of Stockholders. Stockholders may obtain information regarding the names, affiliations and interests of such individuals in Presidential’s Annual Report on Form 10-K for the year ended December 31, 2009 and its proxy statement when it becomes available.
 
Forward Looking Statements
 
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, including the possibility that the Board of Directors will request the approval of the Company’s shareholders for the sale of all or substantially all of the Company’s assets and the adoption of a plan of liquidation.  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:
 
 
continuing generally adverse economic and business conditions, which, among other things, (a) affect the demand for residential, retail, industrial and office space at properties owned by the Company or which are security for loans made by the Company, (b) affect the availability and creditworthiness of prospective tenants and the rental rates obtainable at the properties, and (c) affect consumer demand for the products offered by the tenants at the malls owned by the joint venture in which the Company is a member, which adversely affects the operating results and valuations of such malls;
 
continuing adverse conditions in the real estate markets, including a severe tightening of the availability of credit, which adversely affect the ability of the Company or the joint ventures in which the Company is a member to sell, or refinance the mortgages on, their properties and which may also affect the ability of prospective tenants to rent space at these properties;
 
 
 

 
 
Presidential Realty Corporation
180 South Broadway
White Plains, N.Y. 10605      (914) 948-1300
 
      NEWS  
       
     
   
FOR IMMEDIATE RELEASE
White Plains, New York
August 11, 2010 
 
 
·
the risk that if the Board of Directors seeks shareholder approval of the sale of all or substantially all of the Company’s assets and the adoption of a plan of liquidation, such approval is not obtained;
 
·
general risks of real estate ownership and operation;
 
·
governmental actions and initiatives;
 
·
environmental and safety requirements; and
 
·
failure to comply with continuing listing standards of the NYSE AMEX.
 
Additional factors that could cause Presidential’s results to differ materially from those described in the forward-looking statements can be found in the Company’s 2009 Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q.  Except as required by law, 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
 
 

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