-----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, PxJK4gtCuiQoAyBTtTIdaV6d4dtY85Z+skZvF9mGpUcNfVMRsDxfiOl8dBwPlbQm UIZ962xANUL6M8DKCvJbMA== 0000950159-99-000301.txt : 19991111 0000950159-99-000301.hdr.sgml : 19991111 ACCESSION NUMBER: 0000950159-99-000301 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991110 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: SEC FILE NUMBER: 001-07865 FILM NUMBER: 99746091 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, 1999 ------------------------- 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. 1,082,935 Common shares were outstanding as of October 31, 1999. HMG/COURTLAND PROPERTIES, INC. Index
PAGE NUMBER PART I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets as of September 30, 1999 (Unaudited) and December 31, 1998........................................ 1 Condensed Consolidated Statements of Operations for the Three and nine Months Ended September 30, 1999 and 1998 (Unaudited)......................... 2 Condensed Consolidated Statements of Cash Flows for the Three and nine Months Ended September 30, 1999 and 1998 (Unaudited)......................... 3 Notes to Condensed Consolidated Financial Statements (Unaudited)............................ 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................ 6 PART II. Other Information Item 1. Legal Proceedings................................................................. 9 Item 6. Reports on Form 8-K............................................................... 9
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) September 30, December 31, 1999 1998 ------------ ------------ ASSETS Investment Properties, net of accumulated depreciation: Commercial and Industrial $ 3,134,508 $ 3,267,582 Hotel and Club Facility 6,049,126 6,521,428 Yacht Slips 1,596,726 1,508,291 Land Held for Development 2,451,404 3,013,272 ------------ ------------ Total investment properties, net 13,231,764 14,310,573 Investments In and Receivables From Unconsolidated Entities 5,700,778 4,603,047 Notes and Advances Due From Related Parties 950,876 719,937 Loans, Notes and Other Receivables 865,681 875,614 Cash and Cash Equivalents 4,922,064 1,834,365 Investments in marketable securities 2,902,211 1,621,488 Other Assets 506,377 402,674 ------------ ------------ TOTAL ASSETS $ 29,079,751 $ 24,367,698 ============ ============ LIABILITIES & STOCKHOLDERS' EQUITY Accounts Payable and Accrued Expenses 1,910,573 1,058,959 Mortgages and Notes payable 9,669,095 9,555,129 Other Liabilities 261,167 349,767 ------------ ------------ TOTAL LIABILITIES 11,840,835 10,963,855 Minority interests 515,236 424,925 ------------ ------------ 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 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 37,314,271 36,670,311 Undistributed Losses From Operations (47,660,893) (50,015,668) Accumulated other comprehensive income 862,582 116,555 ------------ ------------ 18,044,817 14,300,055 Less: Treasury Stock, at cost (145,400 shares) (1,321,137) (1,321,137) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 16,723,680 12,978,918 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 29,079,751 $ 24,367,698 ============ ============
See notes to condensed consolidated financial statements (1) HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) Three months ended Nine months ended REVENUES September 30, September 30, 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Rentals and related revenue $ 409,141 $ 428,660 $ 1,248,698 $ 1,283,229 Marina revenues 114,612 117,734 388,919 382,574 Net gain from sale of marketable securities 940,130 71,314 1,166,748 274,053 Gain from unconsolidated investments 40,969 12,276 184,648 77,361 Other income 3,439,970 57,508 3,547,835 166,639 ----------- ----------- ----------- ----------- Total revenues 4,944,822 687,492 6,536,848 2,183,856 ----------- ----------- ----------- ----------- EXPENSES Operating expenses: Rental Properties and other 139,201 161,081 439,935 501,044 Marina 94,062 122,917 330,994 381,016 Advisor's fee 165,000 165,000 495,000 495,000 General and administrative 51,720 79,806 171,866 320,803 Professional fees and expenses 289,757 305,825 1,439,696 756,947 Directors' fees and expenses 12,846 12,006 33,301 27,006 Depreciation and amortization 220,502 278,071 672,804 779,444 ----------- ----------- ----------- ----------- Total operating expenses 973,088 1,124,706 3,583,596 3,261,260 Interest expense 210,866 218,230 597,904 657,682 Minority partners' interests in operating gains (losses) of consolidated entities 3,325 (5,151) 573 (14,188) ----------- ----------- ----------- ----------- Total expenses 1,187,279 1,337,785 4,182,073 3,904,754 ----------- ----------- ----------- ----------- Income (loss) before sales of real estate 3,757,543 (650,293) 2,354,775 (1,720,898) Gain on sales of real estate, net 276,582 643,960 1,518,757 ----------- ----------- ----------- ----------- Net Income (loss) $ 4,034,125 ($ 650,293) $ 2,998,735 ($ 202,141) =========== =========== =========== =========== Net Income (Loss) Per Common Share, Basic and Diluted (Based on weighted average shares outstanding of 1,100,235 for the three and nine months ended September 30, 1999, and 1,100,235 and 1,140,976 for the three and nine months ended September 30, 1998, respectively) $3.67 ($0.59) $2.73 ($0.18) ===== ======= ===== =======
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, 1999 1998 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 2,998,735 ($ 202,141) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 672,804 779,444 Gain from unconsolidated investments (184,648) (77,361) Gain on sales of real estate, net (643,960) (1,518,757) Net gain from sales of marketable securities (1,166,748) (274,053) Minority partners' interest in operating gains (losses) 573 (14,188) Changes in assets and liabilities: (Increase) decrease in other assets (124,812) 187,989 Increase in due from affiliates (230,939) (49,316) Increase in accounts payable and accrued expenses 851,614 158,928 Decrease in other liabilities (88,600) (151,345) ----------- ----------- Total adjustments (914,716) (958,659) ----------- ----------- Net cash provided by (used in) operating activities 2,084,019 (1,160,800) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Aquisitions and improvements of properties (152,049) (366,722) Net proceeds from disposals of properties 1,315,158 3,388,498 Increase in mortgage loans, notes and other loans receivable (50,469) (46,681) Decrease in mortgage loans, notes and other loans receivable 60,402 62,372 Net contributions to investments (913,083) (206,130) Net proceeds from sales and redemptions of securities 1,770,071 1,132,065 Increased investments in marketable securities (1,138,019) (2,253,128) ----------- ----------- Net cash provided by investing activities 892,011 1,710,274 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of mortgages and notes payables (461,034) (5,225,406) Additions to mortgages and notes payables 575,000 4,621,782 Purchase of treasury stock (324,675) Net (distributions to) contributions from minority partners (2,297) 17,527 ----------- ----------- Net cash provided by (used in) financing activities 111,669 (910,772) ----------- ----------- Net increase in cash and cash equivalents 3,087,699 (361,298) Cash and cash equivalents at beginning of the period 1,834,365 2,492,059 ----------- ----------- Cash and cash equivalents at end of the period $ 4,922,064 $ 2,130,761 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $ 409,000 $ 459,000 =========== ===========
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, 1998. The balance sheet as of December 31, 1998 was derived from audited financial statements as of that date. The results of operations for the three and nine months ended September 30, 1999 are not necessarily indicative of the results to be expected for the full year. 2. GAIN ON SALES OF REAL ESTATE In March 1999, The Grove Towne Center-Texas, Ltd. sold approximately 2.3 acres of vacant land located in Houston, Texas for approximately $557,000. The Company recognized a net gain of approximately $199,000. In June 1999, The Grove Towne Center-Texas, Ltd. sold approximately .8 acres of vacant land located in Houston, Texas for approximately $350,000. The Company recognized a net gain of approximately $168,000. In August 1999, The Grove Towne Center-Texas, Ltd. sold approximately 1.2 acres of vacant land located in Houston, Texas for approximately $528,000. The Company recognized a net gain of approximately $251,000. In September 1999, HMG Fieber Associates sold its store located in Houlton, Maine for $65,000. The Company recognized a net gain of approximately $26,000. 3. INVESTMENTS IN MARKETABLE SECURITIES Investments in marketable securities are composed primarily of corporate equity securities. 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. Gross unrealized gains on available-for-sale securities as of September 30, 1999 were approximately $1,100,000. Gross unrealized losses as of September 30, 1999 were approximately $237,000. Gross gains on sales of marketable securities of approximately $942,000 and $1,174,000 were realized during the three and nine months ended September 30, 1999, respectively. Gross losses of approximately $2,000 and $7,000 were realized during the three and nine months ended September 30, 1999, respectively. Gross gains and losses are based on the average cost method of determining cost. ( 4 ) HMG/COURTLAND PROPERTIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) 4. COMPREHENSIVE INCOME The Company has elected to report comprehensive income in stockholders' equity. Comprehensive income is the change in equity from transactions and other events from non-owner sources. Comprehensive income includes net income and other comprehensive income. The components and related activity of accumulated other comprehensive income, resulting from net unrealized gain on available-for-sale investments, are as follows: Accumulated Other Comprehensive Income - -------------------------------------- Balance as of January 1, 1999 $116,555 Changes in First Quarter 148,381 Changes in Second Quarter 202,284 Changes in Third Quarter 395,362 --------- Balance as of September 30, 1999 $ 862,582 ========= ( 5 ) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Company reported net income of approximately $4,034,000 (or $3.67 per share) and $2,999,000 (or $2.73 per share) for the three and nine months ended September 30, 1999, respectively. This is as compared with net losses of approximately $650,000 (or $.59 per share) and $202,000 (or $.18 per share) for the three and nine months ended September 30, 1998, respectively. Total revenues for the three and nine months ended September 30, 1999, as compared with the same periods in 1998, increased by approximately $4,257,000 (or 619%) and $4,353,000 (or 199%), respectively. Total expenses for the three and nine months ended September 30, 1999, as compared with the same periods in 1998, decreased by approximately $151,000 (or 11%) and increased $277,000 (or 7%), respectively. Gain on sales of real estate for the three and nine months ended September 30, 1999 was approximately $277,000 and $644,000, respectively, as compared with approximately $0 and $1,519,000 for the three and nine months ended September 30, 1998, respectively. REVENUES Rentals and related revenues for the three and nine months ended September 30, 1999 were approximately $409,000 and $1,249,000, respectively. This is as compared with approximately $429,000 and $1,283,000, respectively, for the same periods in 1998. These decreases of approximately $20,000 (or 5%) and $34,000 (or 3%), respectively, for the three and nine month comparable periods were not significant. Marina revenues for the three and nine months ended September 30, 1999 were approximately $115,000 and $389,000, respectively. This is as compared with approximately $118,000 and $383,000, respectively, for the same periods in 1998. These fluctuations between the comparable periods in 1999 and 1998 were not significant. Net gain from the sale of marketable securities for the three and nine months ended September 30, 1999 was approximately $940,000 and $1,167,000, respectively. This is as compared with approximately $71,000 and $274,000 for the same comparable periods in 1998. These increases of approximately $869,000 (or 1,218%) and $893,000 (or 326%), respectively, for the three and nine month comparable periods were primarily the result of the sale of one security which was distributed to the Company from one of its venture capital investments. Gain from unconsolidated investments for the three and nine months ended September 30, 1999 was approximately $41,000 and $185,000, respectively. This is as compared with approximately $12,000 and $77,000, respectively, for the same periods in 1998. These increases of approximately $29,000 (or 234%) and $108,000 (or 139%) for the three and nine month comparable periods were primarily attributable to increased gains from the Company's investment in T.G.I.F. Texas, Inc. as a result of increased interest income earned by T.G.I.F. Other income for the three and nine months ended September 30,1999 was approximately $3,440,000 and $3,548,000, respectively. This is as compared with approximately $58,000 and $167,000, respectively, for the same comparable periods in 1998. These increases of approximately $3,382,000 and $3,381,000, respectively for the three and nine month comparable periods were the result of the collection of approximately $3,367,000 received pursuant to the previously reported award from the litigation with two former directors of the Company. ( 6 ) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Reference is made to Part II. Other Information, Item 1. Legal Proceedings for further information regarding this award. EXPENSES Operating expenses of rental properties and other for the three and nine months ended September 30, 1999 were approximately $139,000 and $440,000 respectively. This is as compared with approximately $161,000 and $501,000, respectively, for the same periods in 1998. These decreases of approximately $22,000 (or 14%) and $61,000 (or 12%), respectively, for the three and nine month comparable periods were primarily the result of lower insurance costs relating to the Grove Isle property and lower real estate taxes relating to the Grove Towne Center-Texas, Ltd. land. Marina related expenses for the three and nine months ended September 30, 1999 were approximately $94,000 and $331,000, respectively. This is as compared with approximately $123,000 and $381,000, respectively, for the same periods in 1998. These decrease of approximately $29,000 (or 23%) and $50,000 (or 13%), respectively, for the three and nine month comparable periods were primarily attributable to lower operating costs due in part to the closing of the marina store in March 1999. General and administrative expenses for the three and nine months ended September 30, 1999 were approximately $52,000 and $172,000, respectively. This is as compared with approximately $80,000 and $321,000, respectively, for the same periods in 1998. These decreases of approximately $28,000 (or 35%) and $149,000 (or 46%), respectively, for the three and nine month comparable periods were attributable to decreased general and administrative expenses of Courtland Investments, Inc. primarily relating to decreased other taxes. Professional fees for the three and nine months ended September 30, 1999 were approximately $290,000 and $1,440,000, respectively. This is as compared with approximately $306,000 and $757,000, respectively, for the same periods in 1998. The increase of approximately $683,000 (or 90%) for the nine month comparable periods was the result of increased legal fees relating to ongoing litigation, as previously reported. Depreciation and amortization expense for the three and nine months ended September 30, 1999 was approximately $221,000 and $673,000, respectively. This is as compared with approximately $278,000 and $779,000, respectively, for the same periods in 1998. These decreases of approximately $57,000 (or 21%) and $106,000 (or 14%), respectively, for the three and nine month comparable periods were primarily due to decreased depreciation of furniture and fixtures owned by Grove Isle Club, Inc. ("GICI"). The majority of GICI's fixed assets have reached their useful life and are fully depreciated. Interest expense for the three and nine months ended September 30, 1999 was approximately $211,000 and $598,000, respectively. This is as compared with approximately $218,000 and $658,000, respectively, for the same periods in 1998. The decrease of approximately $60,000 (or 9%) for the nine month comparable periods was primarily due to decreased interest expense from Grove Isle Associates, Ltd. as the result of the refinancing of debt in September 1998, as previously reported. ( 7 ) 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 nine months ended September 30, 1999, net cash provided by investing activities was approximately $892,000. This was comprised primarily of net proceeds from disposal of properties of approximately $1,315,000 and net proceeds from the sales and redemptions of securities of approximately $1,770,000. These increases were partially offset by uses of cash resulting from increased investments in marketable securities of approximately $1,138,000 and increased net contributions to investments of approximately $913,000. For the nine months ended September 30, 1999, net cash provided by financing activities was approximately $112,000. This consisted primarily of additions to mortgages and notes payable of $575,000 less repayment of mortgages payable of $461,000. YEAR 2000 Background In the past, many computer software programs were written using two digits rather than four to define the applicable year. As a result, date-sensitive computer software may recognize a date using "00" as the year 1900 rather than the year 2000. This is generally referred to as the Year 2000 issue. If this situation occurs, the potential exists for computer system failures or miscalculations by computer programs, which could disrupt operations. State of Readiness, Costs and Risks The Company has completed the conversion of its computer system to use 4-digit year fields and is therefore believed to be "Year 2000" compliant. The cost of such conversion was not material to the Company's financial condition or results of operations, nor did the Company experience any material disruption in its operations with respect thereto. The Company's computer system is small, consisting of only nine personal computers connected via one local area network server located in one facility. The Company utilizes its computer system to perform accounting and word processing functions only. The Company has no other operations which rely on computers or other equipment that would be affected by the Year 2000 issue. The Company is exposed to the risk that one or more of its tenants could experience Year 2000 problems that impact their ability to meet lease obligations to the Company. To date, the Company is not aware of any tenant Year 2000 issue that would have a material adverse impact on the Company's operations. The Company has received an interim status report from its primary tenant at its Grove Isle property in Florida that this tenant is addressing its Year 2000 readiness. The Company has no means of ensuring that this or any other tenant will be Year 2000 ready. The inability of tenants to complete their Year 2000 resolution process in a timely fashion could have an adverse impact on the Company. The effect of non-compliance by tenants is not determinable at this time. The Company's Year 2000 risks are considered minimal and no continency plans are believed to be necessary. ( 8 ) Widespread disruptions in the national or international economy, including disruptions affecting the financial markets, resulting from Year 2000 issues, or in certain industries, such as commercial or investment banks, could also have an adverse impact on the Company. The likelihood and effect of such disruptions is not determinable at this time PART II. OTHER INFORMATION Item 1. Legal Proceedings As previously reported, HMG has been involved in litigation in the Delaware Court of Chancery with two former directors of the Company, Norman A. Fieber and Lee Gray. On July 12, 1999 the Court found that Fieber and Gray breached their fiduciary duties of loyalty and care and defrauded the Company. On August 31, 1999 the court issued a final order and judgement. The monetary award to HMG is $4,538,294 of which Mr. Lee Gray and Mr. Norman Fieber are joint and severally liable for $3,340,776. Mr. Gee Gray is also liable for the balance of the award in the amount of $1,197,518. Of the total amount of the award, $3,340,776 (plus post judgement interest of $35,071) was collected on September 20, 1999. On October 25, 1999 an additional $483,682 (plus post judgment interest of $16,314) was collected. HMG is continuing in its efforts to collect the remaining balance of $713,832(plus post judgement interest) pursuant to the court's order. 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, 1999. On October 8, 1999 the Company filed a report of Form 8-K relating to the above-mentioned legal proceedings and the announcement that the Company will invest up to $500,000 in HMG's common stock through stock repurchases. ( 9 ) 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 10, 1999 /s/ Lawrence Rothstein Lawrence Rothstein Director, President, Treasurer & Secretary Dated: November 10, 1999 /s/ Carlos Camarotti Carlos Camarotti Vice President - Finance and Controller ( 10 ) EX-27 2
5 0000311817 HMG/COURTLAND PROPERTIES, INC. 12-MOS DEC-31-1998 SEP-30-1999 4,922,064 2,902,211 1,816,557 0 0 0 19,406,934 6,175,170 29,079,751 0 0 0 0 1,245,635 15,478,045 29,079,751 6,536,848 6,536,848 0 0 3,584,169 0 597,904 2,998,735 0 0 0 0 0 2,998,735 2.73 0.00
-----END PRIVACY-ENHANCED MESSAGE-----