10QSB 1 hmg10q.txt HMG 10-QSB 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, 2001 -------------------------- 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.) 1870 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 x --------- ---------- 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. 1,089,135 Common shares were outstanding as of July 31, 2001. HMG/COURTLAND PROPERTIES, INC. Index PAGE NUMBER PART I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2001 (Unaudited) and December 31, 2000......................1 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2001 and 2000 (Unaudited)........2 Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2001 and 2000 (Unaudited)........3 Notes to Condensed Consolidated Financial Statements (Unaudited).....4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.....................7 PART II. Other Information Item 1. Legal Proceedings . . . ..................................10 Item 4. Submission of Matters to a Vote of Security Holders.......10 Item 6. Reports on Form 8-K.......................................10 Cautionary Statement. This Form 10-QSB contains certain statements relating to future results of the Company that are considered "forward-looking statements" within the meaning of the Private Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not limited to, changes in political and economic conditions; interest rate fluctuation; competitive pricing pressures within the Company's market; equity and fixed income market fluctuation; technological change; changes in law; changes in fiscal, monetary, regulatory and tax policies; monetary fluctuations as well as other risks and uncertainties detailed elsewhere in this Form 10-QSB or from time-to-time in the filings of the Company with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES Part I Financial Information ------------------------------------------------ Item I Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, 2001 2000 ---- ---- ASSETS Investment properties, net of accumulated depreciation: Commercial and industrial $2,733,442 $3,137,257 Hotel and club facility 5,323,961 5,514,374 Yacht slips 815,821 1,167,286 Land held for development 2,232,869 2,469,890 ------------------------ ------------------------- Total investment properties, net 11,106,093 12,288,807 Cash and cash equivalents 3,610,186 1,923,947 Investments in marketable securities 4,893,911 5,542,067 Other investments 7,001,478 6,435,118 Investment in affiliate 2,825,356 2,744,355 Cash restricted pending delivery of securities 256,982 343,672 Loans, notes and other receivables 1,343,622 1,086,513 Notes and advances due from related parties 810,306 891,727 Other assets 288,354 371,326 ------------------------ ------------------------- TOTAL ASSETS $32,136,288 $31,627,532 ======================== ========================= LIABILITIES Mortgages and notes payable $8,869,250 $9,491,648 Accounts payable and accrued expenses 316,909 582,295 Sales of securities pending delivery 273,481 420,118 Income taxes payable 746,000 95,000 Deferred taxes 313,000 244,000 Other liabilities 756,982 661,646 ------------------------ ------------------------- TOTAL LIABILITIES 11,275,622 11,494,707 Minority interests 413,830 383,612 ------------------------ ------------------------- Commitments and contingencies STOCKHOLDERS' EQUITY Preferred stock, no par value; 2,000,000 shares authorized; none issued Common stock, $1 par value; 1,500,000 shares authorized; 1,315,635 shares issued and outstanding 1,315,635 1,315,635 Additional paid-in capital 26,571,972 26,571,972 Undistributed gains from sales of real estate, net of losses 38,047,713 36,520,727 Undistributed losses from operations (43,053,007) (42,440,503) Accumulated other comprehensive loss (487,613) (270,754) ------------------------ ------------------------- 22,394,700 21,697,077 Less: Treasury stock, at cost (226,500 shares) (1,659,114) (1,659,114) Notes receivable from exercise of stock options (288,750) (288,750) ------------------------ ------------------------- TOTAL STOCKHOLDERS' EQUITY 20,446,836 19,749,213 ------------------------ ------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $32,136,288 $31,627,532 ======================== ========================= See notes to condensed consolidated financial statements
(1) HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
REVENUES Three months ended June 30, Six months ended June 30, 2001 2000 2001 2000 ----------- ----------- ----------- ----------- Rentals and related revenue $370,787 $423,136 $708,589 $838,347 Marina revenues 117,927 123,589 250,732 258,369 Net gain from sale of marketable securities 51,353 966,435 1,068,561 2,564,628 Unrealized (loss) gain from sales of securities pending delivery (104,892) 391,521 (833,915) 391,521 Net (loss) gain from other investments (5,214) (22,187) 144,300 29,703 Interest and dividends from invested cash, and other 130,900 99,045 230,657 168,350 ----------- ----------- ----------- ----------- Total revenues 560,861 1,981,539 1,568,924 4,250,918 ----------- ----------- ----------- ----------- EXPENSES Operating expenses: Rental properties and other 130,238 155,528 261,204 297,023 Marina 109,352 97,267 219,989 189,641 Advisor's base fee 165,000 165,000 330,000 330,000 General and administrative 46,033 41,562 104,314 89,972 Professional fees and expenses 81,446 49,122 116,411 69,863 Directors' fees and expenses 17,421 9,883 30,813 21,763 Depreciation and amortization 146,498 178,428 295,416 359,950 ----------- ----------- ----------- ----------- Total operating expenses 695,988 696,790 1,358,147 1,358,212 Interest expense 188,246 212,992 387,870 436,144 Minority partners' interests in operating (losses) gains of consolidated entities (10,592) 31,015 2,892 115,429 ----------- ----------- ----------- ----------- Total expenses 873,642 940,797 1,748,909 1,909,785 ----------- ----------- ----------- ----------- (Loss) income before sales of properties, income from litigation and provision for income taxes (312,781) 1,040,742 (179,985) 2,341,133 Gain on sales of properties, net 528,959 246,888 1,814,469 246,888 Income from litigation, net 275,342 383,726 ----------- ----------- ----------- ----------- Income before income taxes 216,178 1,562,972 1,634,484 2,971,747 Provision for income taxes 138,000 720,000 ----------- ----------- ----------- ----------- Net income $78,178 $1,562,972 $914,484 $2,971,747 ========= =========== =========== =========== Net Income Per Common Share: Basic $0.07 $1.50 $0.84 $2.80 ========= =========== =========== =========== Diluted $0.07 $1.48 $0.84 $2.77 ========= =========== =========== ===========
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, 2001 2000 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $914,484 $2,971,747 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 295,416 359,950 Net gain from other investments (144,300) (29,703) Gain on sales of properties, net (1,814,469) (246,888) Net gain from sales of marketable securities (1,068,561) (2,564,628) Unrealized loss (gain) from sales of securities pending delivery 833,915 (391,521) Minority partners' interest in operating gains 2,892 115,429 Increase in deferred tax liability 69,000 Changes in assets and liabilities: Decrease (increase) in other assets 68,404 (250,883) Decrease in due from affiliates 81,421 28,244 Decrease in accounts payable and accrued expenses (265,389) (234,113) Increase (decrease) in other liabilities 428,690 (168,659) Increase in current income taxes payable 651,000 ----------------- ------------------ Total adjustments (861,981) (3,382,772) ----------------- ------------------ Net cash provided by (used in) operating activities 52,503 (411,025) ----------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Aquisitions and improvements of properties (98,605) (5,168) Net proceeds from disposals of properties 2,989,856 522,414 Increase in mortgage loans, notes and other receivables (323,207) (453,394) Decrease in mortgage loans, notes and other receivables 66,098 410,447 Contributions to other investments, net of distributions (503,061) (2,019,352) Net proceeds from sales and redemptions of securities 2,166,385 3,396,995 Decrease in restricted cash 86,690 1,105,595 Increase in sales of securities pending delivery 130,026 (188,399) Increased investments in marketable securities (1,777,105) (2,894,746) ----------------- ------------------ Net cash provided by (used in) investing activities 2,737,077 (125,608) ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of mortgages and notes payables (622,398) (374,498) Net distributions to minority partners (480,943) ----------------- ------------------ Net cash used in financing activities (1,103,341) (374,498) ----------------- ------------------ Net increase (decrease) in cash and cash equivalents 1,686,239 (911,131) Cash and cash equivalents at beginning of the period 1,923,947 3,410,476 ----------------- ------------------ Cash and cash equivalents at end of the period $3,610,186 $2,499,345 ================= ================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for interest $317,000 $264,000 ================= ================== Cash paid during the year for income taxes --- --- ================= ==================
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, 2000. The balance sheet as of December 31, 2000 was derived from audited financial statements as of that date. The results of operations for the six months ended June 30, 2001 are not necessarily indicative of the results to be expected for the full year. 2. GAIN ON SALES OF PROPERTIES In June 2001, The Grove Towne Center-Texas, Ltd. sold approximately 1.6 acres of vacant land located in Houston, Texas, resulting in a net gain to the Company of approximately $482,000. In June 2001, HMG Fieber Associates sold its property located in Fitchburg, Massachusetts, resulting in a net gain to the Company of approximately $103,000. The proceeds included a $190,000 promissory note from the buyer. The net gain on the sale was recorded under the installment method of accounting for real estate sales, as the transaction did not meet the criteria for the full accrual method. Accordingly, approximately $93,000 of the net gain has been deferred. In January 2001, HMG Fieber Associates sold six of its properties located primarily in New York, resulting in a net gain to the Company of approximately $1,035,000. For the three months ended June 30, 2001 Grove Isle Yacht Club Associates (GIYCA) sold 1 yacht slip located in Miami, Florida resulting in a gain to the Company of approximately $37,000. For the six months ended June 30, 2001 GIYCA has sold 9 yacht slips resulting in a net gain to the Company of approximately $287,000. 3. INVESTMENTS IN MARKETABLE SECURITIES Investments in marketable securities are composed primarily of large capital corporate equity and debt securities in varying industries. These securities are classified as available-for-sale and carried at fair value, based on quoted market prices. The net unrealized gains or losses on these investments are reported as a separate component of stockholders' equity (accumulated other comprehensive loss). Gross unrealized gains on available-for-sale securities as of June 30, 2001 were approximately $677,000. Gross unrealized losses as of June 30, 2001 were approximately $1,165,000. Unrealized (loss) gain from sales of securities pending delivery is reported on the statement of operations. For the three and six months ended June 30, 2001 the unrealized loss was approximately $105,000 and $834,000, respectively, which was primarily from the realization of gains of approximately $213,000 and $997,000 from short positions closed during the three and six months ended June 30, 2001, respectively. These closed positions were previously included in unrealized gain from securities pending delivery. For the six months ended June 30, 2000 such unrealized gains were approximately $392,000. (4) HMG/COURTLAND PROPERTIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) Gross gains on sales of marketable securities of approximately $242,000 and $1,401,000 were realized during the three and six months ended June 30, 2001, respectively, of which approximately $213,000 and $997,000, respectively, had previously been reported as unrealized gain from securities pending delivery. Gross losses of approximately $340,000 and $332,000 were realized during the three and six months ended June 30, 2001, respectively. Included in gross losses for the three and six months ended June 30, 2001 was approximately $160,000 representing a decline in market value of securities deemed to be other than temporary. Gross gains and losses are based on the first-in first-out method of determining cost, net of the Advisor's incentive fee. The Company had previously recorded gains and losses based on the average cost method. The cumulative effect of the accounting change was not significant to the condensed consolidated financial statements. 4. 2000 STOCK OPTION PLAN As previously reported, on June 25, 2001 the Board of Directors approved the 2000 Stock Option Plan (the "Plan"). Under the Plan, options were granted to all officers and directors to purchase an aggregate of 86,000 common shares at no less than 100% of the fair market value at the date of grant. The average exercise price of the options, which are fully vested, was $7.84 per share. The Company's stock price on the date of grant was $7.57 per share. (5) HMG/COURTLAND PROPERTIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) 5. BASIC AND DILUTED EARNINGS PER SHARE Basic and diluted earnings per share for the three and six months ended June 30, 2001 and 2000 are computed as follows:
For the three months ended For the six months ended June 30, June 30, 2001 2000 2001 2000 ----- ---- ---- ---- Basic: Net Income $78,178 $1,562,972 $914,484 $2,971,747 Weighted average shares outstanding 1,089,135 1,039,954 1,089,135 1,060,072 ----------------- ----------------- ----------------- ----------------- Basic earnings per share $.07 $1.50 $.84 $2.80 ================= ================= ================= ================= Diluted: Net Income $78,178 $1,562,972 $914,484 $2,971,747 Weighted average shares outstanding 1,089,135 1,039,954 1,089,135 1,060,072 Options to acquire common stock -- 18,381 -- 12,307 ----------------- ----------------- ----------------- ----------------- Diluted weighted average common shares 1,089,135 1,058,335 1,089,135 1,072,379 ----------------- ----------------- ----------------- ----------------- Diluted earnings per share $.07 $1.48 $.84 $2.77 ================= ================= ================= =================
Options to acquire 86,000 shares of the Company's common stock were excluded from diluted earnings per share as their exercise price exceeded the average price of the stock during the period. (6) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Company reported net income of approximately $78,000 (or $.07 per basic and diluted share) and $914,000 (or $.84 per basic and diluted share) for the three and six months ended June 30, 2001, respectively. This is as compared with net income of approximately $1,563,000 (or $1.50 per basic share and $1.48 per diluted share) and $2,972,000 (or $2.80 per basic share and $2.77 per diluted share) for the three and six months ended June 30, 2000, respectively. Total revenues for the three and six months ended June 30, 2001, as compared with the same periods in 2000, decreased by approximately $1,421,000 (or 72%) and $2,682,000 (or 63%), respectively. Total expenses for the three and six months ended June 30, 2001, as compared with the same periods in 2000, decreased by approximately $67,000 (or 7%) and $161,000 (or 8%), respectively. Gain on sales of properties for the three and six months ended June 30, 2001 was approximately $529,000 and $1,814,000, respectively. Gain on sales of properties for the three and six months ended June 30, 2000 was approximately $247,000. REVENUES Rentals and related revenue for the three and six months ended June 30, 2001 was approximately $371,000 and $709,000, respectively. This is as compared with approximately $423,000 and $838,000, respectively for the same comparable periods in 2000. These decreases of approximately $52,000 (or 12%) and $129,000 (or 15%) for the three and six month comparable periods, respectively were primarily the result of the reduction in rental revenue due to the sale of the six HMG Fieber retail stores in January 2001. Net gain from sale of marketable securities for the three and six months ended June 30, 2001 was approximately $51,000 and $1,069,000, respectively. Included in these amounts are approximately $213,000 and $997,000, respectively, which were realized from short positions closed during the three and six months ended June 30, 2001, and were previously included in unrealized gain from securities pending delivery. Also included in these amounts, for the three and six months ended June 30, 2001, is approximately $160,000 representing a decline in market value of securities deemed to be other than temporary. For the three and six months ended June 30, 2000 net gain from sale of marketable securities was approximately $966,000 and $2,565,000, respectively, resulting in decreases of approximately $915,000 (or 95%) and $1,496,000 (or 58%), respectively. Unrealized (loss) gain from sales of securities pending delivery is reported on the statement of operations. For the three and six months ended June 30, 2001 such loss was approximately $105,000 and $834,000, respectively which resulted primarily from the realization of approximately $213,000 and $997,000 of short positions closed during the three and six months ended June 30, 2001, respectively which were previously included in unrealized gain from securities pending delivery. For the three and six months ended June 30, 2000 unrealized gain from sales of securities pending delivery was approximately $392,000. (7) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net (loss) gain from other investments for the three and six months ended June 30, 2001 was approximately ($5,000) and $144,000, respectively. This is as compared with a net (loss) gain of approximately ($22,000) and $30,000 for the three and six months ended June 30, 2000, respectively. In June 2001, an investment of $50,000 in a privately held corporation was charged to operations. This corporation suffered losses, which were deemed to be other than temporary. The other changes in net (loss) gain from other investments for the three and six month comparable periods were primarily attributable to non-recurring gains from investments in privately held partnerships, which made distributions during the first quarter of 2001 and non-recurring losses from other investments in the second quarter of 2000. Interest and dividends from invested cash for the three and six months ended June 30, 2001 was approximately $131,000 and $231,000, respectively. This is as compared with approximately $99,000 and $168,000 for the same comparable periods in 2000. These increases of approximately $32,000 (or 32%) and $63,000 (or 38%) for the three and six month comparable periods, respectively, were primarily due to increased investments in debt securities. EXPENSES Operating expenses of rental properties and other for the three and six months ended June 30, 2001 was approximately $130,000 and $261,000, respectively. This is as compared with approximately $156,000 and $297,000 for the same comparable periods in 2000, respectively. These decreases of approximately $26,000 (or 17%) and $36,000 (or 12%) for the three and six month comparable periods were primarily the result of lower operating costs of HMG Fieber properties due to the aforementioned sale of six stores in January 2001. Marina expenses for the three and six months ended June 30, 2001 were approximately $109,000 and $220,000, respectively. This is as compared with approximately $97,000 and $190,000 for the same periods in 2000. These increases of approximately $12,000 (or 12%) and $30,000 (or 16%) for the three and six month comparable periods were primarily attributable to higher insurance costs. Professional fees and expenses for the three and six months ended June 30, 2001 were approximately $81,000 and $116,000, respectively. This is as compared with approximately $49,000 and $70,000 for the same periods in 2000. These increases of approximately $32,000 (or 66%) and $46,000 (or 65%) for the three and six month comparable periods were primarily due to the reversal of over accrued legal fees in the second quarter of 2000. Depreciation and amortization expense for the three and six months ended June 30, 2001 was approximately $146,000 and $295,000, respectively. This is as compared with approximately $178,000 and $360,000 for the same periods in 2000. These decreases of approximately $32,000 (or 18%) and $65,000 (or 18%) for the three and six month comparable periods were primarily due to decreased depreciation as a result of sales of properties and decreased depreciation on furniture and fixtures owned by Grove Isle Club, Inc., which became fully depreciated in second quarter of 2000. (8) Interest expense for the three and six months ended June 30, 2001 was approximately $188,000 and $388,000, respectively. This is as compared with approximately $213,000 and $436,000 for the same periods in 2000. These decreases of approximately $25,000 (or 12%) and $48,000 (or 11%) for the three and six month comparable periods were attributable to decreased loan amounts outstanding due to repayments and decreased interest rates. Minority partners' interest in operating (losses) gains of consolidated entities for the three and six months ended June 30, 2001 was approximately ($11,000) and $3,000, respectively. This is as compared with approximately $31,000 and $115,000 for the three and six months ended June 30, 2000, respectively. These changes were primarily the result of decreased operating income from Courtland Investments, Inc. (95% owned) and HMG Fieber Associates (70% owned). Provision for income taxes for the three and six months ended June 30, 2001 was approximately $138,000 and $720,000, respectively. The payment of any future dividends may reduce or eliminate the Company's income tax liability and would reduce or eliminate this quarter's current provision. The increase from the prior year is due primarily to the gain on sales of properties in 2001. There was no provision for the three and six months ended June 30, 2000 due to the availability of net operating loss carry forwards. 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. The Company believes that its cash flow from operations will be sufficient to meets its cash requirements over the next 12 months. In addition, the Company intends to continue to seek opportunities for investment in income producing properties. MATERIAL COMPONENTS OF CASH FLOWS For the six months ended June 30, 2001, net cash provided by investing activities was approximately $2,737,000. This was comprised primarily of net proceeds from disposals of properties of approximately $2,990,000 and net proceeds from sales and redemptions of securities of $2,166,000. These increases were partially offset by uses of cash resulting from increased investments in marketable securities of approximately $1,777,000, increased net contributions to other investments of approximately $504,000 and increase mortgage loans, notes and other receivables of approximately $323,000. For the six months ended June 30, 2001, net cash used in financing activities was approximately $1,103,000. This consisted primarily of repayment of mortgages and notes payable of approximately $622,000 and distributions to minority partners of approximately $481,000. 2000 STOCK OPTION PLAN As previously reported, on June 25, 2001 the Board of Directors approved the 2000 Stock Option Plan (the "Plan"). Under the Plan, options were granted to all officers and directors to purchase an aggregate of 86,000 common shares at no less than 100% of the fair market value at the date of grant. The average exercise price of the options, which are fully vested, was $7.84 per share. The Company's stock price on the date of grant was $7.57 per share. (9) PART II. OTHER INFORMATION Item 1. Legal Proceedings ------- ----------------- No items to report. Item 4. Submissions of Matters to a Vote of Security Holders On June 25, 2001 the Company held its annual meeting of shareholders. The following items were voted on and approved: 1. The election of the Board of Directors; 2. The renewal of the Advisory Agreement between the Company and HMG Advisory Corp.; 3. The adoption of the 2000 Stock Option Plan; 4. The Company's Amended and Restated Certificate of Incorporation, which primarily amends the restrictions on transfer of capital stock to provide a method to control concentration of stock ownership in order to ensure compliance with requirements for real estate investment trusts under the Internal Revenue Code. Item 6. Exhibits and Reports on Form 8-K (a) There were no reports on Form 8-K filed for the quarter ended June 30, 2001. (10) 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 14, 2001 Lawrence Rothstein President, Treasurer & Secretary Dated: August 14, 2001 Carlos Camarotti Vice President - Finance and Controller (11)