-----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, MJ2P5O/YwcfeT21pcFzPvmTJJ0Bi+eNbgUh3BXhGgOT6ZnxCVgyBJj9g/i3Xegfd +LJcLC+8oHwNJTZZz7OeaA== 0000950159-95-000104.txt : 19951119 0000950159-95-000104.hdr.sgml : 19951119 ACCESSION NUMBER: 0000950159-95-000104 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 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: 95590017 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 September 30, 1995 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 October 31, 1995. HMG/COURTLAND PROPERTIES, INC. Index PAGE NUMBER PART I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets September 30, 1995 (Unaudited) and December 31, 1994 ................1 Condensed Consolidated Statements of Operations Three and Nine Months Ended September 30, 1995 and 1994 (Unaudited) ................................................2 Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 1995 and 1994 (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 6. Reports on Form 8-K .......................................7 HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS Part I Financial Information (UNAUDITED) Item I Financial Statements
September 30, December 31, 1995 1994 ASSETS Investment Properties, net of accumulated depreciation: Commercial and industrial $2,170,592 $8,775,714 Hotel and club facility 8,640,759 8,297,760 Yacht Slips 1,689,283 1,767,421 Land held for development 2,607,149 2,608,776 Real estate development in progress 10,604,185 8,927,198 ----------- ----------- Total investment properties, net 25,711,968 30,376,869 Investments in and receivables from unconsolidated entities 2,668,767 2,755,171 Notes and Advances Due From Related Parties 1,103,859 865,355 Cash and Cash Equivalents 2,097,162 5,382,501 Marketable Securities 19,998 93,999 Income Tax Receivable 334,912 Other Assets 1,948,227 1,875,081 ----------- ----------- TOTAL ASSETS $33,549,981 $41,683,888 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY Accounts Payable and Accrued Expenses $1,716,999 $2,393,488 Mortgages and Notes payables 8,356,327 13,512,250 Other Liabilities 2,188,624 1,723,519 ----------- ----------- TOTAL LIABILITIES 12,261,950 17,629,257 ----------- ----------- Minority interests 2,150,120 4,817,360 ----------- ----------- 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 in 1995 and 1994 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 31,328,804 29,381,281 Undistributed losses from operations (38,723,288) (36,676,405) ----------- ----------- 20,134,373 20,233,733 Less: Treasury Stock, at cost (78,800 shares) in 1995 and 1994 (996,462) (996,462) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 19,137,911 19,237,271 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $33,549,981 $41,683,888 =========== ===========
See notes to condensed consolidated financi 1 HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) Three months ended Nine months ended September 30, September 30, 1995 1994 1995 1994 REVENUES Rentals and related revenue $312,308 $808,960 $1,534,685 $2,509,534 Hotel, club and marina revenues 592,368 400,272 2,731,807 1,887,678 Gain from sale of securities 450,431 131,228 501,517 168,503 Interest from invested cash, dividends and other 83,510 84,256 612,095 225,581 --------- --------- --------- --------- Total revenues 1,438,617 1,424,716 5,380,104 4,791,296 --------- --------- --------- --------- EXPENSES Operating expenses: Rental Properties and other 238,193 319,338 979,619 1,034,604 Hotel, club and marina expenses Payroll and related expenses 500,231 479,521 1,704,532 1,651,662 Cost of food and beverage 79,090 86,927 422,583 333,509 Administrative and general expenses 673,559 477,390 1,589,274 1,732,572 Depreciation and amortization 302,247 203,636 1,076,148 654,865 --------- --------- --------- --------- Total operating expenses 1,793,320 1,566,812 5,772,156 5,407,212 Interest 177,976 159,996 666,162 603,893 Advisor's fee 218,751 218,751 656,253 656,253 General and administrative 125,962 328,619 374,296 1,090,176 Directors' fees and expenses 20,146 23,391 51,341 57,032 Minority partners' interests in operating (losses) gains of consolidated entities (59,869) 46,177 61,071 68,478 Gains from unconsolidated entities (38,672) (106,867) (154,292) (647,619) --------- --------- --------- --------- Total expenses 2,237,614 2,236,879 7,426,987 7,235,425 --------- --------- --------- --------- Loss before gain on sales of real estate (798,997) (812,163) (2,046,883) (2,444,129) Gain on sales of real estate, net 1,159,670 310,660 1,947,523 1,673,149 --------- --------- --------- --------- NET GAIN (LOSS) $360,673 ($501,503) ($99,360) ($770,980) ======== ========= ======== ========= Earnings (Loss) Per Common Share (Based on 1,166,835 weighted average shares outstanding): $0.31 ($0.43) ($0.09) ($0.66) ======== ========= ======== =========
See notes to condensed consolidated financial statements 2 HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine months ended September 30, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 99,360) ($ 770,980) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 1,076,148 654,865 Gain from unconsolidated entities (154,292) (647,619) Net gain from sales of real estate (1,947,523) (3,499,737) Net gain from sales of securities (501,517) (168,503) Changes in assets and liabilities: Decrease (increase) in other receivables 128,797 (198,725) Minority partners' interest in operating gains 61,071 68,478 (Decrease) increase in accounts payable and accrued expenses (211,384) 818,136 Decrease in income taxes payable (450,000) Decrease in income tax receivable 334,912 (Increase) decrease in other assets (489,268) 93,251 Increase in due from affiliates (238,504) (7,508) ------------ ------------ Total adjustments (1,941,560) (3,337,362) ------------ ------------ Net cash used in operating activities (2,040,920) (4,108,342) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Aquisitions and improvements of properties (2,751,055) (7,718,910) Net proceeds from disposals of properties 8,871,113 13,673,269 Net distributions from unconsolidated entities 152,173 1,261,053 Net proceeds from sales and redemptions of securities 664,041 1,020,894 Purchases of investments in securities (105,304) ------------ ------------ Net cash provided by investing activities 6,936,272 8,131,002 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Additions to mortgages and notes payable 700,000 2,531,104 Repayment of mortgages and notes payables (5,855,923) (6,931,274) Net (distributions to) contributions from minority partners (3,024,768) 820,980 ------------ ------------ Net cash used in financing activities (8,180,691) (3,579,190) ------------ ------------ Net (decrease) increase in cash and cash equivalents (3,285,339) 443,470 Cash and cash equivalents at beginning of the period 5,382,501 4,005,430 ------------ ------------ Cash and cash equivalents at end of the period $ 2,097,162 $ 4,448,900 ============ ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest (net of amounts capitalized) $ 666,000 $ 444,000 ============ ============ Cash paid during the period for income taxes $ 450,000 ============
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, 1994. The results of operations for the nine months ended September 30, 1995 are not necessarily indicative of the results to be expected for the full year. 2. GAIN (LOSS) ON SALES OF REAL ESTATE In January 1995, the Company sold its restaurant property ("On the Border Cafe" located in Houston, Texas) for approximately $1.3 million. The Company recognized a gain on the sale of approximately $369,000. In January 1995, HMG-Fieber Associates sold its property located in Buzzards Bay, Massachusetts for approximately $152,000, and recognized a gain on the sale of approximately $68,000. The Company's portion of the gain was approximately $44,000. In March 1995, HMG-Fieber Associates sold its property located in Norristown, Pennsylvania for approximately $812,000, and recognized a gain on the sale of approximately $620,000. The Company's portion of the gain was approximately $403,000. In April 1995, Four Sugar Grove Associates sold its office building located in Houston, Texas. The selling price was $4.5 million and a loss on the sale (after giving effect for the $1.3 million valuation allowance reported in 1994) was approximately $18,000. In August 1995, Orange Park North Partnership sold its property located in Jacksonville, Florida for approximately $1.3 million, and recognized a gain on the sale of approximately $670,000. The Company's portion of the gain was approximately $603,000. 3. KEY LARGO As previously reported, in the Company's annual report for the year ended December 31, 1994, HMG of Key Largo, Inc. (a wholly-owned subsidiary) had pending a civil action in the Circuit Court of Dade County, Florida. In July 1995, the parties settled the litigation and on August 2, 1995 an order of dismissal with prejudice was entered by the court. Pursuant to the terms of the agreement, the partnership was liquidated in August 1995, and upon liquidation the Company recognized a gain of approximately $620,000. 4 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Total revenues for the three and nine months ended September 30, 1995, increased $14,000 (1%) and $589,000 (12%), respectively, as compared with the same periods in 1994. Total operating expenses for the three and nine months ended September 30, 1995 increased $227,000 (14%) and $365,000 (7%), respectively. REVENUES Rentals and related revenue for the three and nine months ended September 30, 1995 decreased $497,000 (61%) and $975,000 (39%), respectively, from the same periods in 1994. These decreases were primarily attributable to the sale of the office building located in Houston, Texas in April 1995. Hotel, club and marina revenues consisted of hotel rooms revenue, food and beverage revenue, club membership dues and revenues from marina operations. For the three and nine months ended September 30, 1995, Hotel, club and marina revenues increased by approximately $192,000 (48%) and $844,000 (45%), respectively, from the comparable periods in 1994. This was primarily attributable to increased hotel occupancy and increased food and beverage operations. Gain from sale of marketable securities for the three and nine months ended September 30, 1995 increased $319,000 (243%) and $333,000 (198%), respectively, from the same periods in 1994. This increase was primarily attributable to increased sales of securities held by Courtland Investments, Inc. Interest from invested cash, dividends and other revenues for the nine months ended September 30, 1995, increased $386,000 (171%), as compared with the same period in 1994. This was attributable primarily to increased interest income on cash balances held by Key Largo Lodge, Ltd. EXPENSES For the three and nine months ended September 30, 1995, operating expenses of rental properties and other, as compared with the same periods in 1994, decreased by $81,000 (25%) and $55,000 (5%), respectively. These decreases were primarily the result of the sale of the office building in Houston, Texas in April 1995. Depreciation and amortization for the three and nine months ended September 30, 1995 increased by $99,000 (48%) and $421,000 (64%), respectively, from the comparable periods in 1994. These increases were the result of an increase in fixed assets relating to the renovation of the property completed in December 1994. General and administrative expenses for the three and nine months ended September 30, 1995 decreased by $203,000 (62%) and $716,000 (66%) respectively, from the comparable periods in 1994. This was largely due to decreased legal fees. Minority partners' interest in operating gains of consolidated investments for the three and nine months ended September 30, 1995, as compared with the same periods in 1994 decreased by $106,000 and $7,000 respectively. This decrease was primarily due to increased operating losses from Key Largo Lodge, Ltd. ( a 50.5% owned partnership) which was liquidated in August 1995. 5 Gains from unconsolidated entities for the three and nine months ended September 30, 1995 decreased $68,000 (64%) and $493,000 (76%), as compared with the same periods in 1994, respectively. The decrease in the nine month period was the result of a non-recurring gain from a certain investment held by Courtland Investments, Inc. which was sold in the first quarter of 1994. LIQUIDITY AND CAPITAL RESOURCES The Company's material commitments for capital expenditures include the completion of the shopping center in Jacksonville, Florida, and required capital contributions relating to The Grove Towne Center project in Houston, Texas. The sources of funds for these projects are being provided from available cash and ultimately with construction and permanent financing. Maturities of debt obligations in 1995 are expected to be satisfied from available cash, sales of properties and operating revenue. MATERIAL COMPONENTS OF CASH FLOWS For the nine months ended September 30, 1995, net cash used in operating activities was approximately $2,041,000. This is reflected primarily in a loss before gain on sales of real estate of $2,047,000 less depreciation and amortization of $1,076,000 and a decrease in income tax receivable of $335,000, plus net gain from sales of securities of $501,000, an increase in other assets and due from affiliates of $832,000, and a decrease in accounts payable and accrued expenses of $211,000. For the nine months ended September 30, 1995, net cash provided by investing activities was approximately $6.9 million. This consisted primarily of net proceeds from disposal of properties of $8.9 million, and net proceeds from sales and redemptions of securities of $664,000. These proceeds were partially offset by $2.7 million in acquisitions and improvements of properties (primarily relating to pre-development of the project in Houston, Texas). For the nine months ended September 30, 1995, net cash used in financing activities was approximately $8.2 million. This consisted of repayment of mortgages payable on property sold during the year of $5.9 million and net distributions to minority partners of $3 million. 6 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) There were no reports on Form 8-K filed for the quarter ended September 30, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HMG/COURTLAND PROPERTIES, INC. Dated: November 13, 1995 /s/ Lawrence Rothstein ----------------- --------------------------- Lawrence Rothstein Senior Vice President Dated: November 13, 1995 /s/ Carlos Camarotti ----------------- --------------------------- Carlos Camarotti Vice President - Finance 7 EX-27 2
5 0000311817 HMG/COURTLAND PROPERTIES, INC. 9-MOS DEC-31-1995 SEP-30-1995 2,097,162 19,998 1,103,859 0 0 0 25,711,968 3,215,134 33,549,981 3,905,623 8,356,327 1,245,635 0 0 17,892,276 35,549,981 5,380,104 5,380,104 422,583 5,349,573 1,654,831 0 666,162 (99,360) 0 0 0 0 0 (99,360) ($.09) 0
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