-----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, HGxb0iM6uKqDWNFvr2a8f9vv2XadNurCQ7xfOgizgiSZMv/2sIthrqyh0Udj70+V qWTFcEFkb8tZ0b97ECM6zA== 0000950159-97-000212.txt : 19970815 0000950159-97-000212.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950159-97-000212 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: HMG COURTLAND PROPERTIES INC CENTRAL INDEX KEY: 0000311817 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 591914299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-07865 FILM NUMBER: 97662604 BUSINESS ADDRESS: STREET 1: 2701 S BAYSHORE DR CITY: COCONUT GROVE STATE: FL ZIP: 33133 BUSINESS PHONE: 3058546803 MAIL ADDRESS: STREET 1: 2701 S BAYSHORE DRIVE STREET 2: 2701 S BAYSHORE DRIVE CITY: COCONUT GROVE STATE: FL ZIP: 33133 FORMER COMPANY: FORMER CONFORMED NAME: HMG PROPERTY INVESTORS INC DATE OF NAME CHANGE: 19880215 FORMER COMPANY: FORMER CONFORMED NAME: HOSPITAL MORTGAGE GROUP INC DATE OF NAME CHANGE: 19810818 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 1997 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 1-7865 HMG/COURTLAND PROPERTIES, INC. (Exact name of small business issuer as specified in its charter) Delaware 59-1914299 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2701 S. Bayshore Drive, Coconut Grove, Florida 33133 (Address of principal executive offices) (Zip Code) 305-854-6803 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Sections 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 ___ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Check whether the registrant filed all documents and reports required to be filed by Sections 12, 13, or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by court. Yes ___ No ___ APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 1,166,835 Common shares were outstanding as of July 31, 1997. HMG/COURTLAND PROPERTIES, INC. Index PAGE NUMBER PART I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets June 30, 1997 (Unaudited) and December 31, 1996 1 Condensed Consolidated Statements of Operations Three and Six Months Ended June 30, 1997 and 1996 (Unaudited) 2 Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 1997 and 1996 (Unaudited) 3 Notes to Condensed Consolidated Financial Statements (Unaudited) 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 PART II. Other Information Item 1. Legal Proceedings 6 Item 2. Reports on Form 8-K 8 HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES Part I Financial Information Item I Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED) June 30, December 31, 1997 1996 ASSETS Investment Properties, net of accumulated depreciation: Commercial and Industrial $2,801,223 $3,044,789 Hotel and Club Facility 7,650,098 8,086,619 Yacht Slips 1,557,675 1,708,307 Land Held for Development 5,664,348 6,712,173 ------------ ------------ Total investment properties, net 17,673,344 19,551,888 Investments In and Receivables From Unconsolidated Entities 4,169,565 3,088,925 Notes and Advances Due From Related Parties 1,502,448 1,396,068 Mortgage Loans, Notes and Other Receivables 1,510,309 193,523 Cash and Cash Equivalents 478,290 1,389,546 Cash Restricted 730,021 1,000,000 Other Assets 873,741 849,765 ============ ============ TOTAL ASSETS $26,937,718 $27,469,715 ============ ============ LIABILITIES & STOCKHOLDERS' EQUITY Accounts Payable and Accrued Expenses 1,244,831 1,621,924 Mortgages and Notes payable 9,463,870 10,084,395 Other Liabilities 2,770,377 2,072,319 ------------ ------------ TOTAL LIABILITIES 13,479,078 13,778,638 Minority interests 121,778 ------------ ------------ STOCKHOLDERS' EQUITY Preferred Stock, no par value; 2,000,000 shares authorized; none issued Common Stock, $1 par value; 1,500,000 shares authorized; 1,245,635 shares issued and outstanding 1,245,635 1,245,635 Additional Paid-in Capital 26,283,222 26,283,222 Undistributed Gains From Sales of Real Estate, net of losses 33,591,061 33,288,537 Undistributed Losses From Operations (46,664,816) (46,251,633) ------------ ------------ 14,455,102 14,565,761 Less: Treasury Stock, at cost (78,800 shares) (996,462) (996,462) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 13,458,640 13,569,299 ============ ============ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $26,937,718 $27,469,715 ============ ============
See notes to condensed consolidated financial statements 1 HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) Three months ended Six months ended June 30, June 30, 1997 1996 1997 1996 REVENUES Rentals and related revenue $432,047 $316,399 $904,975 $637,937 Hotel, club and marina revenues 137,583 1,519,921 292,873 3,620,745 Gain from sale of marketable securities 8,870 192,243 8,870 279,456 Gain from unconsolidated entities 636,440 46,900 603,763 89,019 Interest from invested cash, dividends and other 136,223 78,462 307,801 106,128 --------- --------- --------- --------- Total revenues 1,351,163 2,153,925 2,118,282 4,733,285 --------- --------- --------- --------- EXPENSES Operating expenses: Rental Properties and other 216,330 220,813 436,012 604,240 Hotel, club and marina expenses: Payroll and related expenses 53,403 771,192 114,690 1,570,185 Cost of food and beverage 315,913 674,497 Administrative and general expenses 88,091 699,226 322,252 1,612,913 Advisor's fee 218,751 218,751 437,502 437,502 General and administrative 182,352 153,399 288,843 244,273 Directors' fees and expenses 26,197 19,830 36,947 29,330 Depreciation and amortization 271,648 291,780 547,440 571,226 --------- --------- --------- --------- Total operating expenses 1,056,772 2,690,904 2,183,686 5,744,166 Interest expense 226,582 228,309 454,964 450,135 Minority partners' interests in operating losses of consolidated entities (48,347) (20,125) (107,185) (85,463) --------- --------- --------- --------- Total expenses 1,235,007 2,899,088 2,531,465 6,108,838 --------- --------- --------- --------- Income (loss) before sales of real estate 116,156 (745,163) (413,183) (1,375,553) Gain (loss) on sales of real estate, net 683 (643) 302,524 (50,209) --------- --------- --------- --------- Net Income (loss) $116,839 ($745,806) ($110,659) ($1,425,762) ========= ========= ========= ========= Net Income (Loss) Per Common Share (Based on 1,166,835 weighted average shares outstanding) $0.10 ($0.64) ($0.09) ($1.22) ========= ========= ========= =========
See notes to condensed consolidated financial statements 2 HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) Six months ended June 30, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ($110,659) ($1,425,762) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 547,440 571,226 Gain from unconsolidated entities (603,763) (89,019) (Gain) loss on sales of real estate, net (302,524) 50,209 Net gain from sales of marketable securities (8,870) (279,456) Minority partners' interest in operating losses (107,185) (85,463) Changes in assets and liabilities: Increase in other assets (244,129) (96,610) Increase in due from affiliates (106,380) (100,116) Decrease in accounts payable and accrued expenses (377,093) (186,759) Increase in other liabilities 968,037 262,277 ----------- ----------- Total adjustments (234,467) 46,289 ----------- ----------- Net cash used in operating activities (345,126) (1,379,473) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Aquisitions and improvements of properties (37,350) (201,565) Net proceeds from disposals of properties 1,857,372 477,333 Increase in mortgage loans, notes and other receivables (1,124,182) 160,715 Net contributions to unconsolidated entities (476,877) (191,710) Net proceeds from sales and redemptions of securities 22,226 370,972 Increase in investments in securities (13,419) (91,760) ----------- ----------- Net cash provided by investing activities 227,770 523,985 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of mortgages and notes payables (1,077,310) (312,310) Additions to mortgages and notes payables 456,785 1,050,514 Net distributions to minority partners (173,375) (158,852) ----------- ----------- Net cash (used in) provided by financing activities (793,900) 579,352 ----------- ----------- Net decrease in cash and cash equivalents (911,256) (276,136) Cash and cash equivalents at beginning of the period 1,389,546 1,094,999 ----------- ----------- Cash and cash equivalents at end of the period $478,290 $818,863 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $455,000 $450,000 =========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES: The Company leased its Grove Isle Facility in November 1996 and received an initial payment (as defined) of $1,000,000. The use of these funds is restricted per agreement and accordingly this amount has been recorded as restricted cash and included in other liabilities. As of June 30, 1997 the remaining balance of this amount is approximately $730,000. See notes to condensed consolidated financial statements 3 HMG/COURTLAND PROPERTIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company's Annual Report for the year ended December 31, 1996. The results of operations for the three and six months ended June 30, 1997 are not necessarily indicative of the results to be expected for the full year. 2. GAIN ON SALES OF REAL ESTATE, NET In January 1997, The Grove Towne Center-Texas, Ltd. sold approximately three (3) acres of vacant land located in Houston, Texas for approximately $823,000. The Company recognized a net gain of approximately $50,000. In January 1997, HMG-Fieber Associates sold its property located in Springfield, Massachusetts for $937,000. The sales proceeds included a purchase money mortgage note of $865,000. This mortgage matures in January 1998 and bears interest at prime plus 2%. As required, under the installment method of accounting for sales of real estate the venture recognized a gain of approximately $60,000. The Company recognized a net gain of approximately $35,000. In February 1997, The Grove Towne Center-Texas, Ltd. sold approximately one (1) acre of vacant land located in Houston, Texas for approximately $244,000. The Company recognized a net gain of approximately $49,000. In March 1997, HMG-Fieber Associates sold its property located in Vestal, New York for $350,000 and recognized a gain of approximately $224,000. The Company recognized a net gain of approximately $131,000. In March 1997 the Company sold approximately seven (7) acres of vacant land located in Houston, Texas for $352,000. The Company recognized a net gain on the sale of approximately $37,000. ( 4 ) Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Total revenues for the three and six months ended June 30, 1997, as compared with the same periods in 1996, decreased approximately $803,000 (37%) and $2.6 million (55%), respectively. Total expenses for the same comparable periods also decreased by approximately $1.7 million (57%) and $3.6 million (59%), respectively. REVENUES Rentals and related revenue for the three and six months ended June 30, 1997 as compared with the same periods in 1996, increased by approximately $116,000 (37%) and $267,000 (42%), respectively. This increase was primarily attributable to increased rental income from the Grove Isle property which was leased to an unaffiliated tenant commencing in November 1996. Hotel, club and marina revenues consisted of hotel rooms revenue, food and beverage revenue, club membership dues and revenues from marina operations. As previously reported, the Grove Isle property has been operated by an unaffiliated tenant since November 1996. The marina at Grove Isle continues to be operated by a consolidated affiliate of the Company. For the three and six months ended June 30, 1997, hotel, club and marina revenues decreased by approximately $1.4 million (91%) and $3.3 million (92%), respectively, as compared to that of the same periods in 1996. This was attributable to the aforementioned lease in November 1996. For the three and six months ended June 30, 1997 gain from unconsolidated entities increased by approximately $590,000 and $515,000, respectively, as compared to that of the same periods in 1996. This increase is attributable to increased gains of T.G.I.F. Texas, Inc., a 49% owned investment of Courtland Investments, Inc. For the three and six months ended June 30, 1997 interest from invested cash, dividends and other increased by $58,000 (74%) and $202,000 (190%), respectively, as compared to that of the same periods in 1996. This increase is primarily attributable to the gain on sale of a boat slip of approximately $117,000 in February 1997 by Grove Isle Yacht Club Associates. EXPENSES Operating expenses of rental properties and other for the three and six months ended June 30, 1997, as compared with the same periods in 1996, decreased by approximately $4,000 (2%) and $168,000 (28%), respectively. This decrease was primarily attributable to decreased real estate taxes of HMG-Fieber Associates as the result of sales of properties, and due to decreased insurance costs at the Grove Isle property. Hotel, Club and Marina payroll and related expenses for the three and six months ended June 30, 1997 decreased by approximately $718,000 (93%) and $1.5 million (93%), respectively, as compared with ( 5 ) that of the same periods in 1996. Also, cost of food and beverage decreased to zero after November 1996. These decreases were attributable to the aforementioned lease of the Grove Isle property. Hotel, club and marina administrative and general expenses for the three and six months ended June 30, 1997, decreased by $611,000 (86%) and $ 1.3 million (80%), respectively, as compared with that of the same period in 1996. This was also attributable to the aforementioned lease of the Grove Isle property. For the three and six months ended June 30, 1997, general and administrative expenses increased by $29,000 (16%) and $45,0000 (18%), respectively, as compared to the same comparable periods in 1996. These increased are primarily the result of increased professional fees. For the three and six months ended June 30, 1997 minority partners' interest in losses of consolidated entities increased by $28,000 (140%) and $22,000 (25%), respectively, as compared to that of the same comparable periods in 1996. These increases are primarily due to decreased gains from HMG- Fieber. All other expenses for the three and six months ended June 30, 1997 as compared to the same period in 1996 remained consistent. LIQUIDITY AND CAPITAL RESOURCES The Company's material commitments primarily consist of maturities of debt obligations. The funds necessary to meet these obligations are expected from the proceeds of sales of properties, refinancing, distributions from investments and available cash. In addition, the Company intends to continue to seek opportunities for investment in income producing properties. MATERIAL COMPONENTS OF CASH FLOWS For the three and six months ended June 30, 1997, net cash provided by investing activities was approximately $228,000. This consisted primarily of net proceeds from disposal of properties of $1.9 million, partially offset by increased mortgage loans receivable of $1.1 million, net contributions to unconsolidated entities of $477,000 and improvements of properties of $37,000. For the six months ended June 30, 1997, net cash used in financing activities was approximately $883,000. This consisted primarily of repayment of mortgages payable of $1 million and distributions to minority partners of $262,000. These uses of cash were partially offset by additions to mortgages and notes payable of $457,000. PART II. OTHER INFORMATION Item I. Legal Proceedings As previously disclosed in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996, on April 4, 1997, the Company made certain claims and took certain other actions against Lee Gray, a former officer and Director of the Company, Norman A. Fieber, a former Director of the Company, and certain related parties. The Company's claims and actions arose from the failure of Messrs. Gray and Fieber to disclose Mr. Gray's interest in the Company's HMG-Fieber Wallingford Associates and HMG-Fieber Associates joint ventures (the "Joint Ventures") and the inquiry into Messrs. Gray's and Fieber's faulure to disclose Mr. Gray's interest in HMG-Fieber Associates by a Special Committee appointed by the Board of Directors (the "Inquiry"). The Company is currently party, as both plaintiff and defendant, to litigation in three jurisdictions stemming from the Inquiry and the actions taken by the Company and Courtland Group, Inc., a Delaware corporation ("CGI"), subquent to the Inquiry. ( 6 ) HMG Courtland Properties, Inc. v. Lee Gray et al. On July 2, 1997, the Company filed suit in the Court of Chancery of the State of Delaware in and for New Castle County against Lee Gray (individually and as a partner in Martine Avenue Associates), Norman A. Fieber (individually and as a partner in NAF Associates), Betsy Gray Saffell (Lee Gray's sister) (individually and as a partner in Martine Avenue Associates), Martine Avenue Associates, (a New York general partnership in which Mr. Gray and Mrs. Saffell are the general partners) ("Martine"), NAF Associates (a Connecticut general partnership in which Mr. Fieber and Martine are general partners, and the Company's joint venture partner in HMG-Fieber Associates ("NAF"), and The Jim Fieber Trust (a trust for beneficiaries including Mr. Fieber and Martine, and the Company's joint venture partner in HMG-Fieber Wallingford Associates, which has James A Fieber, son of Norman A. Fieber, as trustee) (the "Trust"). The Company's lawsuit is based on the facts underlying the Board of Directors' conclusion, based upon the report of the Special Committee following the Inquiry and in consultation with counsel, that Mr. Gray breached his fiduciary duties to the Company and CGI by failing to disclose his interest in the Joint Ventures, and that Mr. Fieber breached his fiduciary duty to the Company and assisted Mr. Gray by failing to disclose Mr. Gray's interest in the Joint Ventures. The Company's suit makes the following claims: (i) breach of fiduciary duty against Mr. Gray; (ii) breach of fiduciary duty against Mr. Fieber; (iii) aiding and abetting against Mr. Fieber, Mrs. Saffell, Martine, NAF and the Trust; (iv) usurpation of a corporate opportunity against all defendants; (v) common law fraud against Messrs. Gray and Fieber; and (vi) conspiracy against all defendants. Relief being sought by the Company includes: (i) damages; (ii) imposition of constructive trust for the benefit of the Company over, and an accounting of, the defendants' interests in the Joint Ventures; (iii) a recision of the transactions which created the Joint Ventures; and (iv) a disgorgement of all interests and profits derived by all the defendants from the Joint Ventures. The Company believes strongly that its claims are meritorious and intends to vigerously pursue all legal remedies against all defendents. Lee Gray v. Maurice Wiener et al. On May 22, 1997, Lee Gray, a former director and officer and a shareholder of the Company and a former officer and director and a shareholder of CGI, which currently serves as the Company's advisor pursuant to an advisory agreement which expires December 31, 1997, filed suit in the Circuit Court of the 11th Judicial Circuit in and for Dade County, Florida against the following defendants: (i) the Company; (ii) all of the directors and certain of the officers of the Company and of CGI; (iii) CGI; and (iv) HMG Advisory Corp., a Delaware corporation that will serve as the Company's advisor commencing January 1, 1998 pursuant to the advisory agreement approved by the shareholders at the Company's Annual Meeting held on June 27, 1997. In his lawsuit, Mr. Gray, individually and derivatively as a shareholder of CGI, alleges, among other things, that his removal as an officer of the Company, his failure to be nominated for reelection as Director of the Company, his subsequent removal as an officer and director of CGI and the Board of Directors' decision not to renew the Company's current advisory agreement with CGI, were the product of a conspiracy involving certain officers and Directors of the Company and of CGI who wanted to force Mr. Gray out of the Company and CGI, and to terminate the Company's advisory agreement with CGI, for their own financial gain. Mr. Gray has also alleged that he was libeled in the discussion of the Inquiry and the results thereof in certain documents, including documents filed with the Securities and Exchange Commission. ( 7 ) Mr. Gray is seeking money damages in excess of $15,000, punitive damages, and temporary and permanent injunctive relief on the following grounds: (i) breach of fiduciary duty against the directors and certain of the officers of the Company; (ii)libel against the Company and the directors and certain of the officers of the Company; (iii) breach of fiduciary duty against the officers and directors of CGI; and (iv) tortious interference with an advantageous business relationship against defendants HMG Advisory Corp. and the officers and directors of CGI. The Company and its officers and directors believe strongly that they have meritorious defenses to and intend to vigorously defend against, the claims made by Mr. Gray. Norman A. Fieber v. HMG/Courtland Properties, Inc. et al. On July 8, 1997, Norman A. Fieber, NAF Associates and James A. Fieber, Trustee (collectively, the "Fieber Plaintiffs") filed a separate lawsuit against the Company in the Superior Court of the State of Connecticut, Fairfield/Bridgeport Judicial District. In their lawsuit, The Fieber Plaintiffs are seeking a declaratory judgement absolving them of any liability to the Company on essentially all of the issues and claims being considered in the Company's lawsuit in Delaware discussed above. The Company intends to vigorously oppose the Fieber Plaintiffs declaratory judgement actions. Item 2. Exhibits and Reports on Form 8-K (a) There were no reports on Form 8-K filed for the quarter ended June 30, 1997. ( 8 ) 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 thereunto duly authorized. HMG/COURTLAND PROPERTIES, INC. Dated: August 13, 1997 /s/ Lawrence Rothstein Lawrence Rothstein Senior Vice President Dated: August 13, 1997 /s/ Carlos Camarotti Carlos Camarotti Vice President - Finance ( 9 ) EX-27 2
5 0000311817 HMG/Courtland Properties, Inc. 6-mos Dec-31-1996 Jun-30-1997 478,290 0 3,012,757 0 0 0 21,934,093 4,260,749 26,937,718 0 0 1,245,635 0 0 12,213,005 26,937,718 2,118,282 2,118,282 0 2,183,686 (107,185) 0 454,964 (110,659) 0 0 0 0 0 (110,659) 0.09 0
-----END PRIVACY-ENHANCED MESSAGE-----