-----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, G+nIMIG8XCx+G4n6SmBAU3/wT3V0w4BkUqYV3xQ4Ft78svBcp52s06vJ1ITwz+oL RU+eTGv96/HTvInV8m/i1g== 0000950159-96-000163.txt : 19960816 0000950159-96-000163.hdr.sgml : 19960816 ACCESSION NUMBER: 0000950159-96-000163 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 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: 96614105 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, 1996 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 30, 1996. HMG/COURTLAND PROPERTIES, INC. Index PAGE NUMBER PART I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets June 30, 1996 (Unaudited) and December 31, 1995 1 Condensed Consolidated Statements of Operations Three and Six Months Ended June 30, 1996 and 1995 (Unaudited) 2 Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 1996 and 1995 (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 Part I Financial Information Item I Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
June 30, December 31, 1996 1995 ASSETS Investment Properties, net of accumulated depreciation: Commercial and industrial $ 1,889,496 $ 1,969,318 Hotel and club facility 8,645,086 8,971,370 Yacht Slips 1,739,283 1,689,283 Land held for development 7,586,327 8,103,304 Real estate development in progress 1,204,390 1,204,390 ------------ ------------ Total investment properties, net 21,064,582 21,937,665 Investments in and receivables from unconsolidated entities 2,719,739 2,439,010 Notes and Advances Due From Related Parties 1,268,904 1,168,788 Cash and Cash Equivalents 818,863 1,094,999 Other Assets 2,152,671 2,241,610 ------------ ------------ TOTAL ASSETS $ 28,024,759 $ 28,882,072 ============ ============ LIABILITIES & STOCKHOLDERS' EQUITY Accounts Payable and Accrued Expenses $ 2,067,265 $ 2,254,024 Mortgages and Notes payable 9,643,370 8,905,166 Other Liabilities 1,683,408 1,421,131 ------------ ------------ TOTAL LIABILITIES 13,394,043 12,580,321 ------------ ------------ Minority interests 368,370 613,643 ------------ ------------ 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 1996 and 1995 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 31,586,968 31,637,177 Undistributed losses from operations (43,857,017) (42,481,464) ------------ ------------ 15,258,808 16,684,570 Less: Treasury Stock, at cost (78,800 shares) in 1996 and 1995 (996,462) (996,462) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 14,262,346 15,688,108 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 28,024,759 $ 28,882,072 ============ ============
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, 1996 1995 1996 1995 REVENUES Rentals and related revenue $ 316,399 $ 402,993 $ 637,937 $ 1,222,377 Hotel, club and marina revenues 1,519,921 1,007,898 3,556,496 2,139,439 Gain from sale of marketable securities 192,243 279,456 51,086 Interest from invested cash, dividends and other 78,462 376,618 170,377 528,585 ----------- ----------- ----------- ----------- Total revenues 2,107,025 1,787,509 4,644,266 3,941,487 ----------- ----------- ----------- ----------- EXPENSES Operating expenses: Rental Properties and other 220,813 317,675 604,240 741,426 Hotel, club and marina expenses: Payroll and related expenses 771,192 588,911 1,570,185 1,204,301 Cost of food and beverage 315,913 156,610 674,497 343,493 Administrative and general expenses 699,226 479,753 1,612,913 915,715 Depreciation and amortization 291,780 314,803 571,226 773,901 ----------- ----------- ----------- ----------- Total operating expenses 2,298,924 1,857,752 5,033,061 3,978,836 Interest 228,309 239,190 450,135 488,186 Advisor's fee 218,751 218,751 437,502 437,502 General and administrative 153,399 132,278 244,273 248,334 Directors' fees and expenses 19,830 15,350 29,330 31,195 Minority partners' interests in operating (losses) gains of consolidated entities (20,125) 36,515 (85,463) 120,940 Gains from unconsolidated entities (46,900) (75,578) (89,019) (115,620) ----------- ----------- ----------- ----------- Total expenses 2,852,188 2,424,258 6,019,819 5,189,373 ----------- ----------- ----------- ----------- Loss before sales of real estate (745,163) (636,749) (1,375,553) (1,247,886) (Loss) gain on sales of real estate, net (643) (28,543) (50,209) 787,853 ----------- ----------- ----------- ----------- Net Loss ($ 745,806) ($ 665,292) ($1,425,762) ($ 460,033) =========== =========== =========== =========== Earnings (Loss) Per Common Share (Based on 1,166,835 weighted average shares outstanding) ($0.64) ($0.57) ($1.22) ($0.39) =========== =========== =========== ===========
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, 1996 1995 Net loss ($1,425,762) ($ 460,033) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 571,226 773,901 Gain from unconsolidated entities (89,019) (115,620) Loss (gain) on sales of real estate, net 50,209 (787,853) Net gain from sales of marketable securities (279,456) (51,086) Minority partners' interest in operating (losses) gains (85,463) 120,940 Changes in assets and liabilities: Decrease in other assets 64,105 70,443 Increase in due from affiliates (100,116) (206,212) Decrease in accounts payable and accrued expenses (186,759) (827,478) Increase in other liabilities 262,277 618,280 ----------- ----------- Total adjustments 207,004 (404,685) ----------- ----------- Net cash used in operating activities (1,218,758) (864,718) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Aquisitions and improvements of properties (201,565) (2,108,976) Net proceeds from disposals of properties 477,333 6,741,293 Net contributions to unconsolidated entities (191,710) 118,086 Net proceeds from sales and redemptions of securities 370,972 77,955 Purchases of investments in securities (91,760) ----------- ----------- Net cash provided by investing activities 363,270 4,828,358 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of mortgages and notes payables (312,310) (1,222,577) Additions to mortgages and notes payables 1,050,514 700,000 Net distributions to minority partners (158,852) (425,939) ----------- ----------- Net cash provided by (used in) financing activities 579,352 (948,516) ----------- ----------- Net (decrease) increase in cash and cash equivalents (276,136) 3,015,124 Cash and cash equivalents at beginning of the period 1,094,999 5,382,501 ----------- ----------- Cash and cash equivalents at end of the period $ 818,863 $ 8,397,625 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest (net of amounts capitalized) $ 450,000 $ 488,000 =========== ===========
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, 1995. The results of operations for the six months ended June 30, 1996 are not necessarily indicative of the results to be expected for the full year. 2. (LOSS) GAIN ON SALES OF REAL ESTATE In January 1996, the Company sold 1.8 acres of vacant land located in Houston, Texas for approximately $137,000. The Company recognized a gain on the sale of approximately $11,000. In January 1996, Courtrust Palm Bay, Ltd, sold its remaining acreage (approximately 1.5 acres) located in Palm Bay, Florida for approximately $359,000, and recognized a loss of approximately $61,000. 4 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, 1996, as compared with the same periods in 1995, increased by approximately $320,000 (18%) and $703,000 (18%), respectively. Total expenses for the same comparable periods increased by approximately $428,000 (18%) and $830,000 (16%), respectively. REVENUES Rentals and related revenue for the three and six months ended June 30, 1996, as compared with the same periods in 1995, decreased by approximately $87,000 (21%) and $584,000 (48%), respectively. This decrease was primarily attributable to decreased rental revenue as the result of the sale of the office building located in Houston, Texas in April 1995, and decreased rental revenue from the HMG-Fieber retail stores. 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 six months ended June 30, 1996, hotel, club and marina revenues increased by approximately $512,000 (51%) and $1,417,000 (66%), respectively, as compared to that of the same periods in 1995. This was primarily attributable to increased hotel occupancy and increased food and beverage sales. Gain from sale of marketable securities for the three and six months ended June 30, 1996 increased by approximately $192,000 and $228,000, as compared with the comparable periods in 1995. Interest from invested cash, dividends and other income for the three and six months ended June 30, 1996 decreased by approximately $298,000 (79%) and $358,000 (68%), respectively, as compared to that of the same periods in 1995. This was attributable primarily to decreased cash balances and invested cash. EXPENSES Operating expenses of rental properties and other for the three and six months ended June 30, 1996, as compared with the same period in 1995, decreased by $97,000 (30%) and $137,000 (19%), respectively. This decrease was primarily attributable to the sale of the office building located in Houston, Texas in April 1995. Hotel, club and marina payroll and related expenses for the three and six months ended June 30, 1996 increased by approximately $182,000 (31%) and $366,000 (30%), respectively, as compared with that of the same periods in 1995. Also, as compared with the comparable periods in 1995, cost of food and beverage increased by $159,000 (102%) and $331,000 (96%), respectively for the three and six months ended June 30, 1996. These increases were primarily attributable to increased food and beverage sales. Furthermore, administrative and general expenses of the hotel, club and marina for the three and six months ended June 30, 1996 increased by approximately $219,000 (46%) and $697,000 (76%), respectively, as compared with the same periods in 1995. This increase was primarily attributable to increased sales and marketing costs and other costs of operating departments at the Grove Isle hotel, club and marina. Depreciation and amortization expense for the three and six months ended June 30, 1996 decreased by approximately $23,000 (7%) and $203,000 (26%), respectively, as compared with that of the same periods in 1995. This decrease was primarily the result of the sale of the Houston, Texas office building in April 1995. Interest expense for the three and six months ended June 30,1996 decreased by approximately $11,000 (5%) and $38,000 (8%), respectively, as compared with that of the same periods in 1995. This decrease was due to the Company's decreased level of debt from that of the prior year. 5 General and administrative expense for the three months ended June 30,1996 increased by approximately $21,000 (16%) as compared with that of the comparable period in 1995. This increase was primarily due to increased professional fees. The change in general and administrative expense for the six months ended June 30, 1996 versus that of 1995 was not significant. Minority partners' interests in operating losses of consolidated entities for the three and six months ended June 30, 1996, as compared with the same periods in 1995, increased by approximately $57,000 (155%) and $206,000 (171%), respectively. This was primarily attributable to decreased operating income of HMG-Fieber Associates and increased operating losses of The Grove Towne Center-Texas, Ltd. LIQUIDITY AND CAPITAL RESOURCES The Company's material commitments for capital expenditures include the completion of the shopping center in Jacksonville, Florida and required contributions relating to the Grove Isle hotel and club operations. 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 1996 are expected to be satisfied from available cash, sales of properties and operating revenue. OTHER: FUTURE ACCOUNTING CHANGES. The Company has adopted the provision of FASB No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," in 1996. The adoption of FASB No. 121 has not had a material effect on the carrying value of the Company's long-lived assets. The Company does not presently intend in 1996 to adopt the fair value based method as encouraged by FASB No.123 "Accounting for Stock-Based Compensation". Accordingly, there will be no effect to the financial statements. MATERIAL COMPONENTS OF CASH FLOWS For the six months ended June 30, 1996, net cash used in operating activities was approximately $1.2 million. This was primarily attributable to a net loss for the six month period of approximately $1.4 million less depreciation and amortization of approximately $571,000 plus gain from sales of marketable securities of approximately $279,000. For the six months ended June 30, 1996, net cash provided by investing activities was approximately $363,000. This consisted primarily of net proceeds from disposals of properties of $477,000 and net proceeds from sales of securities of $371,000. These sources of cash were partially offset by net contributions to unconsolidated entities of $192,000 and improvements of properties of $202,000. For the six months ended June 30, 1996, net cash provided by financing activities was approximately $579,000. This consisted primarily of additions to notes payable of $1.1 million less repayment of mortgages and notes payable of $312,000 and net distributions to minority partners of approximately $159,000. 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 June 30, 1996. 7 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 11, 1996 /s/ Lawrence Rothstein ------------------------------------ Lawrence Rothstein Senior Vice President Dated: August 11, 1996 /s/ Carlos Camarotti ------------------------------------ Carlos Camarotti Vice President - Finance 8 EX-27 2
5 0000311817 HMG/COURTLAND PROPERTIES, INC. 6-MOS DEC-31-1996 JUN-30-1996 818,863 0 1,268,904 0 0 0 24,949,483 3,884,899 28,024,759 0 0 0 0 1,245,635 13,016,711 28,024,759 2,107,025 4,644,266 674,497 4,358,564 986,758 0 450,135 (1,425,762) 0 0 0 0 0 (1,425,762) (1.22) 0
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