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b+D+g-n reinstated 3/27 http://tinyurl.com/m5xdvea
website updated http://tinyurl.com/lhb8woe
co info updated 4/20 & os verified 4/11 http://tinyurl.com/kgabngv
a multiple bag of the dividend at hand? I WAN QUARTERLY PAY SNATCHES
DIVIBEND HER
just a bunch of cabbage patch kids here, catching a hatch, a small snatch is where I'll be found, rolling up and around, that life giving essence that's grown from the ground, by the sounds of the waves, by the friends in their graves, by the good grace that saves, we can all stand united, if we're erect we can't sit, and if we don't sit we can't be as salted, so divided it is, or is it dividended again? I remiss and transfect, then run like it's wrecked, cause the salve age is here, and I'm still sipping my beer.
there was a vessel that sailed from the old world to the new. transcending waves of time, careening through parallels of existence, and bridging the pasts with the futures. at the end, wondrous new treasures. the sailors, a raggedy haggard motley crew, among the drudgery they plowed through, dragons and demons, serpents and saviors, heavens and hells. the dead remain, for they have seen it all, and while their comforts lackluster, the camaraderie of their companions, sewn in blood, bonded stronger inside than the reaper could pry. they had become one with everything, stitched and patched together, infallibly, forever.
let's get the whole Philippines on the patch!
take the number! she's asking for it.
welcome this is a pharmhouse
...
She didn't beg oh, not enough
She didn't stay when things got tough
I told a lie and she got mad
She wasn't there when things got bad
...
Never ever saw the stars so bright
In the farmhouse things will be alright
...
10-K
April 17, 2017
Period Ending December 31, 2016
"
The aggregate market value of voting stock held by non-affiliates based on the closing price of the stock at June 30, 2016 was $176,040. For purposes of this calculation it is assumed that officers and directors of the registrant are affiliates and that the BBJ Family Irrevocable Trust is an affiliate. The registrant has no non-voting stock. The number of shares outstanding of each of the registrant’s classes of common stock as of April 7, 2017 was 442,533 shares of Class A common stock and 4,746,147 shares of Class B common stock.
"
"
The Company’s acquisition of the interest in the Avalon Property was completed on January 6, 2017. The Avalon Property consists of 251 non-contiguous single-family, residential lots and a 10,000 square foot clubhouse, within the Jubilee at Los Lunas subdivision located in Los Lunas, New Mexico (the “Avalon Property”). At the Closing, in exchange for the contribution to Presidential OP of FC OP’s membership interests in Avalon, FC OP received 4,632,000 Presidential OP Units in, and became a limited partner of, Presidential OP. Such limited partnership interests are convertible, upon the satisfaction of certain conditions, into shares of Class B common stock of the Company on a one-for-one basis. In connection with the Closing, FC REIT paid $800,000 to Presidential to be used as operating capital.
On March 31, 2017, the Company and Presidential OP entered into a second amendment to the Agreement pursuant to which the T9 Transferred Interest was assigned to PRES-T9 Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Presidential OP (PRES-T9). PRES-T9 was admitted as a member of the T9/JV. The Second Amendment also provides for the satisfaction of certain conditions prior to the issuance and delivery of 100% of the Presidential OP Units to be issued in connection with the transaction. Those Presidential OP Units will be held back (the “Holdback Units”) until a new appraisal of the FC/T9 Interest has been obtained and the loan secured by the T9 Properties has been extended or refinanced. The loan is currently in default. Presidential has an opportunity for 30 days to endeavor to obtain an extension or refinancing of the loan. Thereafter, the FC Parties will continue to seek an extension/refinancing of the loan. If the appraisal and the loan extension/refinancing are not obtained within 180 days, then the FC Parties and Presidential may within 10 days mutually agree in writing to extend the time to complete the extension/refinancing of the loan, or either the FC Parties or Presidential may elect to cancel the transfer of the T9 Transferred Interest following 10 days prior written notice to the other party.
"
"
In connection with and as a condition of the Agreement, on January 6, 2017, the Company entered into various agreements with the officers, directors and Management of the Company to restructure amounts owed to them as well as change the equity compensation due or held by them. The Company entered into an agreement with Signature Group Advisors, LLC (“Signature”), an affiliate of Nickolas W. Jekogian, III, a director, Chairman and Chief Executive Officer of the Company, and an adviser to the Company (the “Signature Agreement”) pursuant to which (i) Signature will receive $1,000,000 payable in cash as consideration for sourcing, negotiating and documenting the transactions contemplated by the Agreement (“Transaction Fee”), which will become earned, due and payable upon the closing by the Company or Presidential OP of a preferred stock offering (or similar instrument) of at least $50,000,000 in gross proceeds; and (ii) commencing on the closing for the T9 Property under the Agreement, Signature will be engaged as a consultant to the Company for a four year term. The fee payable to Signature as a consultant (the “Consulting Fee”) will be $500,000 per annum, payable in cash in arrears on each anniversary of the closing for the T9 Property; provided, however, that no portion of the Consulting Fee will be earned or paid unless and until the net asset value of the Company is at least $200,000,000.
5
On January 6, 2017, the Company and Mr. Alexander Ludwig, our President and Chief Operating Officer, entered into a Cancellation and Release Agreement for the cancellation of all stock options and warrants held by Mr. Ludwig as of such date in consideration for the issuance of (x) 450,000 shares of Class B common stock of the Company and (y) an option to purchase an additional 550,000 shares of Class B common stock of the Company. The exercise of such option is subject to certain conditions, including that the issuance of any shares of Class B common stock of the Company covered by Mr. Ludwig’s option would not be deemed “Excess Shares” as that term is defined in our certificate of incorporation. The exercise price of the option is $0.00.
On January 6, 2017, Mr. Jekogian entered into a Cancellation and Release Agreement for the (x) cancellation of all stock options and warrants held by Mr. Jekogian as of such date and (y) termination of his Employment Agreement effective as of such date. Mr. Jekogian will continue as an employee of the Company in his capacity as Chairman and Chief Executive Officer on a month-to-month basis until such time as otherwise determined by the Company in its sole discretion. It is expected that his salary will remain unchanged.
On January 6, 2017, each of Richard Brandt, Robert Feder and Jeffrey Joseph, non-management directors of the Company, and Jeffrey Rogers, a former non-management director of the Company, entered into Issuance and Release Agreements for the issuance of an aggregate of 450,000 shares of Class B common stock of the Company in consideration of the release of the Company’s obligations to pay past due and current director’s fees, of which 90,000 were issued to the current directors for their services in connection with the Agreement.
On January 6, 2017, the Company and Presidential OP entered into an Acknowledgement and Certification (the “Shareholder Certification”) with Mr. Jekogian, The BBJ Family Irrevocable Trust (the “Trust”), FC OP and FC REIT, pursuant to which the Trust agreed to, among other things, (i) exchange its shares of Class A stock for shares of Class B stock of the Company upon the occurrence and satisfaction of certain conditions, (ii) refrain from taking certain actions, and (iii) vote its shares of Class A stock in favor of certain actions. Pursuant to such Shareholder Certification, the Company agreed not to issue or cause to be issued any additional shares of its Class A stock.
In connection with the foregoing, certain holders of Class A common stock of the Company, representing an aggregate of 49,000 shares of Class A common stock, entered into a Proxy and Option to Purchase with The BBJ Family Irrevocable Trust designating The BBJ Family Irrevocable Trust as proxy to vote on all matters with respect to their shares. In addition, such agreement granted The BBJ Family Irrevocable Trust an option to purchase such shares at a purchase price of $2.00 per share. During the first quarter the Trust exercised its option and purchased 49,000 shares of Class A common stock. The Company was not a party to that agreement.
"
" On December 16, 2016, the “Company” and its newly formed operating partnership, Presidential Realty Operating Partnership LP (“Presidential OP”), entered into an interest contribution agreement (the “Initial Agreement”) with First Capital Real Estate Trust Incorporated (“FC REIT”), First Capital Real Estate Operating Partnership (the “FC OP”), Township Nine Owner, LLC (T9/JV), Capital Station Holdings, LLC, Capital Station Member, LLC, Capital Station 65 LLC and Avalon Jubilee LLC. On January 6, 2017, the Company and the other parties to the Initial Agreement entered into the First Amendment to the Initial Agreement (the “Amendment,” and, together with the Initial Agreement, the “Agreement”) and FC OP entered into the Agreement of Limited Partnership (the “Limited Partnership Agreement”) of Presidential OP, as limited partner, with the Company as general partner. The Agreement contemplated that the Company would acquire from FC OP its 31.3333% interest in the owner of a residential community referred to as the “Avalon Property” and 66% percent (the “T9 Transferred Interest”) of its 92% interest (FC/T9 Interest) in the owner of a development property known as the “T9 Property.” The purchase price for the interests is payable in limited partnership interests in Presidential OP (“Presidential OP Units”) convertible under certain conditions into shares of the Company’s Class B common stock.
The Company’s acquisition of the interest in the Avalon Property was completed on January 6, 2017. The Avalon Property consists of 251 non-contiguous single-family, residential lots and a 10,000 square foot clubhouse, within the Jubilee at Los Lunas subdivision located in Los Lunas, New Mexico (the “Avalon Property”). At the Closing, in exchange for the contribution to Presidential OP of FC OP’s membership interests in Avalon, FC OP received 4,632,000 Presidential OP Units in, and became a limited partner of, Presidential OP. Such limited partnership interests are convertible, upon the satisfaction of certain conditions, into shares of Class B common stock of the Company on a one-for-one basis. In connection with the Closing, FC REIT paid $800,000 to Presidential to be used as operating capital.
On March 31, 2017, the Company and Presidential OP entered into a second amendment to the Agreement pursuant to which the T9 Transferred Interest was assigned to PRES-T9 Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Presidential OP (PRES-T9). PRES-T9 was admitted as a member of the T9/JV. The Second Amendment also provides for the satisfaction of certain conditions prior to the issuance and delivery of 100% of the Presidential OP Units to be issued in connection with the transaction. Those Presidential OP Units will be held back (the “Holdback Units”) until a new appraisal of the FC/T9 Interest has been obtained and the loan secured by the T9 Properties has been extended or refinanced. The loan is currently in default. Presidential has an opportunity for 30 days to endeavor to obtain an extension or refinancing of the loan.
F- 15
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. Subsequent Events (Continued)
Thereafter, the FC Parties will continue to seek an extension/refinancing of the loan. If the appraisal and the loan extension/refinancing are not obtained within 180 days, then the FC Parties and Presidential may within 10 days mutually agree in writing to extend the time to complete the extension/refinancing of the loan, or either the FC Parties or Presidential may elect to cancel the transfer of the T9 Transferred Interest following 10 days prior written notice to the other party.
The number of Presidential OP Units ultimately issued if these conditions are satisfied is subject to adjustment based on the new appraisal and the amount of the mortgage debt (the extended/refinanced loan) at that time. These adjustments could result in a material change in the number of Presidential OP Units that are ultimately issued and delivered if the conditions are satisfied. The final number of Presidential OP Units will be determined by taking the amount of the new appraisal, subtracting therefrom the amount of the extended/refinanced loan and the legal costs and expenses incurred by the Company in securing the extended/refinanced loan and multiplying the amount thereby obtained by 66%. As a result of the conditional nature of the transfer of the Transferred Interest, the Company will not be reflecting the Transferred Interest in its financial statements until the conditions in the Second Amendment have been satisfied and the applicable number of OP Units has been determined and issued.
In connection with the Agreement, Palisades Pacific Realty Trust, Inc (“Palisades”) became a consultant to the Company to provide services relating to the integration of the First Capital properties (the interests in the Avalon Property and T9 Property) and in connection with potential capital raising activities. The Company paid Palisades $200,000 and reimbursed certain expenses approved by the Company. Palisades notified the Company on March 1, 2017 that they were ceasing to provide services thus terminating the arrangement. Palisades has requested reimbursement of certain other expenses which the Company believes it is not responsible for.
In connection with and as a condition of the Agreement, on January 6, 2017, the Company entered into various agreements with the officers, directors and Management of the Company to restructure amounts owed to them as well as change the equity compensation due or held by them. The Company entered into an agreement with Signature Group Advisors, LLC (“Signature”), an affiliate of Nickolas W. Jekogian, III, a director, Chairman and Chief Executive Officer of the Company, and an adviser to the Company (the “Signature Agreement”) pursuant to which (i) Signature will receive $1,000,000 payable in cash as consideration for sourcing, negotiating and documenting the transactions contemplated by the Agreement (“Transaction Fee”), which will become earned, due and payable upon the closing by the Company or Presidential OP of a preferred stock offering (or similar instrument) of at least $50,000,000 in gross proceeds; and (ii) commencing on the closing for the T9 Property under the Agreement, Signature will be engaged as a consultant to the Company for a four year term. The fee payable to Signature as a consultant (the “Consulting Fee”) will be $500,000 per annum, payable in cash in arrears on each anniversary of the closing for the T9 Property; provided, however, that no portion of the Consulting Fee will be earned or paid unless and until the net asset value of the Company is at least $200,000,000.
F- 16
PRESIDENTIAL REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. Subsequent Events (Continued)
On January 6, 2017, the Company and Mr. Alexander Ludwig, our President and Chief Operating Officer, entered into a Cancellation and Release Agreement for the cancellation of all stock options and warrants held by Mr. Ludwig as of such date in consideration for the issuance of (x) 450,000 shares of Class B common stock of the Company and (y) an option to purchase an additional 550,000 shares of Class B common stock of the Company. The exercise of such option is subject to certain conditions, including that the issuance of any shares of Class B common stock of the Company covered by Mr. Ludwig’s option would not be deemed “Excess Shares” as that term is defined in our certificate of incorporation. The exercise price of the option is $0.00.
On January 6, 2017, Mr. Jekogian entered into a Cancellation and Release Agreement for the (x) cancellation of all stock options and warrants held by Mr. Jekogian as of such date and (y) termination of his Employment Agreement effective as of such date. Mr. Jekogian will continue as an employee of the Company in his capacity as Chairman and Chief Executive Officer on a month-to-month basis until such time as otherwise determined by the Company in its sole discretion. It is expected that his salary will remain unchanged.
On January 6, 2017, each of Richard Brandt, Robert Feder and Jeffrey Joseph, non-management directors of the Company, and Jeffrey Rogers, a former non-management director of the Company, entered into Issuance and Release Agreements for the issuance of an aggregate of 450,000 shares of Class B common stock of the Company in consideration of the release of the Company’s obligations to pay past due and current director’s fees, of which 90,000 were issued to the current directors for their services in connection with the Agreement.
On January 6, 2017, the Company and Presidential OP entered into an Acknowledgement and Certification (the “Shareholder Certification”) with Mr. Jekogian, The BBJ Family Irrevocable Trust (the “Trust”), FC OP and FC REIT, pursuant to which the Trust agreed to, among other things, (i) exchange its shares of Class A stock for shares of Class B stock of the Company upon the occurrence and satisfaction of certain conditions, (ii) refrain from taking certain actions, and (iii) vote its shares of Class A stock in favor of certain actions. Pursuant to such Shareholder Certification, the Company agreed not to issue or cause to be issued any additional shares of its Class A stock.
In connection with the foregoing, certain holders of Class A common stock of the Company, representing an aggregate of 49,000 shares of Class A common stock, entered into a Proxy and Option to Purchase with The BBJ Family Irrevocable Trust designating The BBJ Family Irrevocable Trust as proxy to vote on all matters with respect to their shares. In addition, such agreement granted The BBJ Family Irrevocable Trust an option to purchase such shares at a purchase price of $2.00 per share. During the first quarter the trust exercised its option and purchased 49,000 shares of Class A common stock. The Company was not a party to that agreement.
"
the royal news man: "the people have nothing to eat!"
the king: "let them eat patches!"
the queen: "and dividends!"
same as it never was
always been partial to the impressionists myself!
let's hope the second incarnation leaves the best impression yet.
definitively and indubitably.
you should buy him some chocolates, it might help his mood. js
must be a while cause my buttocks has a certain numbness to it, just like my life, and then i realized, there was this sec thing under there, jammed all up weirdly. i guess the sec's is known for that. it is really strange i hadn't felt that awkward presence earlier, or maybe i did and ignored it? who knows? i will repent in the slaughterhouse, lusting at the loins of my enemies, whom i will be feasting on as soon as we breach the walls, the moat, and sleigh the dragon.
woof woof bork http://bit.ly/2nw4qQD
dear fellaz,
one for all, and all for dough, for o we nuts have come here to this valley, not for the sanctimonious privileged glory of being in a valley, but to wage a grueling, bloody, savage, carnal siege on the enemy cowering beyond the walls. we will not be kind! we will not show mercy! we shall bathe in the boiling swelter of their sun baked blood! their homes shall lament, their roofs shall deny, the earth they once walked on will remember their cry, as they speed through to escape, we will offer them a crepe, then just as they come near, we will slam them in the rear. this is not something you can fix with tape, not enough capes in the world will clothe the supermen needed to save them! to this we attest, to this we sign, in front all all the mighty almighty mightiest ever powerful omnipotent and all knowings, for even they shall be shocked.
tis that, as it was written, or else we shall slam a reit so hard into this pizzazmabazz that the former will seem like a walk through the park with a sedated harambe, watching your 3 year old. you decide your own fate, this day, men.
the end.
disclaimer: my dog wrote this, blame him for your misdoings. he is not doing your miss, or your misdoings. one of those may be a lie.
the end, part deuces.
once i built a railroad
i made it run
ran a train
now it's done
brother can you spare a dime?
but a lowly mollusk in the sea of life, filled with strife, extract with a dull knife, these painful memories. dear god show me mercy, don't leave me in jersey. never been higher, never back broker, yes i'm a stroker. millions today, billions to play, that was yesterday. tomorrow is proper, to live like a pauper, a billion on paper, just part of the caper. a salad tossed up, a beer in my cup, a whine from the wife, dear god please end me, my life. leave me cold, leave me dry, call me up to your village in the sky. let me play with pennies all day, i won't fib about a mining delay. we'll dig into kimber, light samples to shine, a nacho platter to accompany my wine. a nascar stock car to circle around, as i look from above on my lowly mound. thinking back when, all day i frowned, now feeling pearly with my boy who's been crowned. emperor of vast things and lord of the realm, stay on the path, remain at the helm.
ET/\CIA
annual report http://bit.ly/2mwEh70
4th q http://www.etcia.com/pressrels/2017/2016-4Q.html
os 2,509,147
true. rick is on a roll!
educate yourself, and entertain yourself! don't chu forget
http://bit.ly/2o9c5Dv
http://bit.ly/1bOGGLI
bee-d-g-en reinstatement http://bit.ly/2ngSbJd
found some great stuff on our hawaiian beaut --->
http://bit.ly/IqT6zt
somebody made a decision, of their own free will and volition, and i still want to be in the position, to be your white dark chocolate knight.
(the hawaiian remix)
can I be your hawaiian vintage chocolate cupcake poo bear?
good morning sunshine
mama said I have to come here and face the corner till I can be good.
h-t-are-sea mining. OS < 3.5 miillllyy
a hug ((()))
what kind of person hates hawaiian chocolate? you sir are contemptuous. i bring this gem of a diamond, pure and virginal, in essentially every way, and you, canuck, and another word that ends with the same three letters, can do nothing but revert to your primal, true habitual instincts of bashing, like a nekkid frostbitten seal. alas, I digress....
unknown chocolate hawaiian vessel h-w---v-eye
low float randomness
http://www.hawaiianchocolate.com/store/
? my best guesstermater assershun is d-rived from wikipedia where i gain all my informayshay https://en.wikipedia.org/wiki/PUI
wait i goooglied my webz furtherrr and i'm sobererer than a duck in a truck on the way to liberate rocka n rolla from the ayatabula rasta masta marley n me
e-t-sea-i-a filed fine an facials urned .03 / share 4th kew tour coo boo bye buy bae too da loo and da mooooooo
disclaimer: go ask your cabbie for advice.
I don't recall seeing contact info for Matt, Doug, or Kerri, and the news section did not have a lot of info that it does now, and the what's new section also... that's all I looked at before drawing my 1000% historically factual conclusion. That being said, I drew in broken crayons, using only the red hued colors, like pink, maroon, crimson, fuchsia, lava, and lust.
disclaimer: I am statistically wrong at a frequency that dwarfs the statistical average of the average human specimen. Do your own doodies cause my doodies will not save you, and they may make you sick. Basically you are responsible for your own sh...
I haven't looked at it in a long time, it seems updated from like 6 or 12 months ago, definitely not a sneak preview.
the website looks a lot better, with some new names (new hires?), new programs expansion, and relevant sweat patch in the news articles, etc.
maybe they double the dividend this december? one can hope.
"have it! jo! way!"
- barger kang
The purple puppy is in the oval office.
disclaimer: I am still a maroon type hue. Follow me and you too will be a maroon. Don't be like Gilligan, do not be maroon. Be like the professor, be like MacGyver, don't be like Mac, do be sunny, in your city of choice.
what if the next one is still the same one?
what if it is presidential?
what! what, what..? if..!
thermal deaths, yes thunderous, unknown, unloved for ages. perhaps the sages will return with myrrh and franks essence. nathan knows.