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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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(Exact name of small business issuer as specified in its charter) |
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(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant's telephone number, including area code) |
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Not Applicable |
(Former name, former address and former fiscal year, if changed since last report) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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PAGE |
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NUMBER |
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PART I.
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Financial Information
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Item 1. |
Financial Statements
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HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED BALANCE SHEETS |
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September 30, |
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December 31, |
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2021 |
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2020 |
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(UNAUDITED) |
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ASSETS |
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Investment properties, net of accumulated depreciation: |
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Office building and other commercial property |
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$ |
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$ |
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Total investment properties, net |
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Cash and cash equivalents |
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Investments in marketable securities |
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Other investments |
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Investment in affiliate |
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Loans, notes and other receivables |
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Investment in residential real estate partnership |
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Other assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES |
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Note payable to affiliate |
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$ |
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$ |
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Accounts payable, accrued expenses and other liabilities |
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Deferred income tax liability |
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Amounts due to Adviser for incentive fee |
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Dividends payable |
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TOTAL LIABILITIES |
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STOCKHOLDERS' EQUITY |
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Excess common stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Less: Treasury shares at cost |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders' equity |
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Noncontrolling interest |
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TOTAL EQUITY |
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TOTAL LIABILITIES AND EQUITY |
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$ |
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$ |
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1 |
HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES |
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CONDENSED CONSOLIDATED STATEMENTS INCOME (UNAUDITED) |
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For the three months ended |
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For the nine months ended |
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September 30, |
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September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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REVENUES |
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Real estate rentals and related revenue |
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$ |
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$ |
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$ |
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$ |
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Total Revenues |
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EXPENSES |
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Operating expenses: |
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Rental and other properties |
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Adviser's base fee |
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General and administrative |
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Professional fees and expenses |
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Directors' fees and expenses |
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Depreciation and amortization |
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Interest expense |
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Total expenses |
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Loss before other income and income taxes |
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( |
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( |
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( |
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( |
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Net realized and unrealized gains (losses) from marketable securities |
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( |
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Equity income (loss) from operations of residential real estate partnership |
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( |
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Net income from other investments |
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Other than temporary impairment losses from other investments |
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( |
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Interest, dividend and other income |
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Total other income (loss) |
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( |
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Income (loss) before income taxes |
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( |
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( |
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(Provision for) benefit from income taxes |
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( |
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( |
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Net (loss) income |
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( |
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( |
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( |
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(Gain) loss from non-controlling interest |
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( |
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( |
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( |
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Net (loss) income attributable to the company |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted average common shares outstanding-basic and diluted |
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Net income (loss) per common share: |
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Basic and diluted net income (loss) per share |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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2 |
HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY |
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED) |
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Total |
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Common Stock |
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Additional |
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Accumulated |
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Treasury Stock |
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Stockholders’ |
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Shares |
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Amount |
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Paid-In Capital |
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Deficit |
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Shares |
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Cost |
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Equity |
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Balance as of January 1, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net loss for the three months ended March 31, 2021 |
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- |
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( |
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- |
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( |
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Balance as of March 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net loss for three months ended June 30, 2021 |
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- |
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( |
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- |
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( |
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Stock Options Exercised |
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Retirement of |
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( |
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( |
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( |
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( |
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Balance as of June 30, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
- |
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$ |
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Net income for three months ended September 30, 2021 |
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- |
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- |
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Balance as of September 30, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
$ |
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Total |
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Common Stock |
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Additional |
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Accumulated |
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Treasury Stock |
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Stockholders’ |
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Shares |
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Amount |
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Paid-In Capital |
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Deficit |
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Shares |
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Cost |
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Equity |
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Balance as of January 1, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net loss for three months ended March 31, 2020 |
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- |
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( |
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- |
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( |
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Balance as of March 31, 2020 |
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$ |
( |
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Net income for three months ended June 30, 2020 |
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- |
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- |
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Purchased treasury shares |
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( |
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( |
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Balance as of June 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net loss for three months ended September 30, 2020 |
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- |
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( |
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- |
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( |
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Balance as of September 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
$ |
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3 |
HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) |
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For the nine months ended September 30, |
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2021 |
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2020 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss attributable to the Company |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss attributable to the Company to net cash used in operating activities: |
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Depreciation expense |
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Net income from other investments, excluding impairment losses |
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( |
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( |
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Other than temporary impairment losses from other investments |
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Loss on sale of land |
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Equity loss from operations of residential real estate partnership |
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Net (gains) losses from investments in marketable securities |
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( |
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Net income (loss) attributable to noncontrolling interest |
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( |
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Deferred income taxes |
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( |
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Changes in assets and liabilities: |
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Other assets and other receivables |
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( |
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( |
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Accounts payable, accrued expenses and other liabilities |
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( |
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( |
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Total adjustments |
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( |
) |
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( |
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Net cash used in operating activities |
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( |
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( |
) |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Net proceeds from sales and redemptions of marketable securities |
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Investments in marketable securities |
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( |
) |
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( |
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Distributions from other investments |
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Contributions to other investments |
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( |
) |
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( |
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Proceeds from collections of mortgage loans, notes and other receivables |
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Distribution from affiliate |
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Purchases and improvements of properties |
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( |
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Proceeds from sale of property |
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Additions in loans, notes, and other receivables |
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( |
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Net cash provided by investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Margin borrowings, net of repayments |
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( |
) |
Dividend paid |
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( |
) |
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( |
) |
Repayment of note payable to affiliate |
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( |
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( |
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Stock options exercised |
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Purchase of treasury shares |
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( |
) |
Net cash used in financing activities |
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( |
) |
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( |
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Net decrease in cash and cash equivalents |
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( |
) |
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( |
) |
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Cash and cash equivalents at beginning of the period |
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Cash and cash equivalents at end of the period |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid during the period for interest |
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$ |
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$ |
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NONCASH INVESTING AND FINANCING ACTIVITIES: |
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Retirement of treasury stock during the period |
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$ |
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$ |
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Accrual of construction costs incurred in period but not paid (Vermont) |
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$ |
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$ |
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Mortgage receivable on sale of land during the period (Rhode Island) |
|
$ |
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$ |
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4 |
1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
2. | REVOCATION OF REIT STATUS AND LIQUIDATION |
3. | NEW ACCOUNTING PRONOUNCEMENTS |
4. | INVESTMENT IN RESIDENTIAL REAL ESTATE PARTNERSHIP (FORT MYERS, FL) |
5 |
5. | 260 RIVER CORP. MONTPELIER, VERMONT |
6. | INVESTMENTS IN MARKETABLE SECURITIES |
6 |
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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Description |
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2021 |
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2020 |
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2021 |
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2020 |
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Net realized gain (loss) from sales of securities |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Unrealized net gain (loss) of securities |
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( |
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Total net gain (loss) from investments in marketable securities |
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$ |
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$ |
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$ |
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$ |
( |
) |
7. |
OTHER INVESTMENTS |
7 |
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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Investment Description |
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2021 |
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2020 |
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2021 |
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2020 |
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Partnerships owning real estate and related investments |
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$ |
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$ |
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$ |
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Partnerships owning diversified businesses |
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Technology and related investments |
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Income (loss) from investment in |
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( |
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Total net income from other investments |
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$ |
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$ |
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$ |
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$ |
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8. |
FAIR VALUE OF FINANCIAL INSTRUMENTS |
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Fair value measurement at reporting date using |
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Quoted Prices |
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in Active |
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Total |
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Markets for |
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Significant Other |
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Significant |
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September 30, |
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Identical Assets |
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Observable Inputs |
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Unobservable Inputs |
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Description |
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2021 |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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Assets: |
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Cash equivalents: |
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Money market mutual funds |
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$ |
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$ |
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$ |
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$ |
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US T-bills |
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Marketable securities: |
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Corporate debt securities |
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Marketable equity securities |
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Total assets |
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$ |
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$ |
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$ |
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$ |
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8 |
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Fair value measurement at reporting date using |
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Quoted Prices |
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in Active |
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Total |
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Markets for |
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Significant Other |
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Significant |
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December 31, |
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Identical Assets |
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Observable Inputs |
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Unobservable Inputs |
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Description |
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2020 |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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Assets: |
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Cash equivalents: |
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Money market mutual funds |
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$ |
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$ |
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$ |
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$ |
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US T-bills |
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Marketable securities: |
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Corporate debt securities |
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Marketable equity securities |
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Total assets |
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$ |
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$ |
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$ |
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$ |
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9. |
INCOME TAXES |
Nine months ended September 30, |
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2021 |
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2020 |
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Current: |
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Federal |
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$ |
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$ |
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State |
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( |
) |
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( |
) |
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Deferred: |
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Federal |
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$ |
( |
) |
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$ |
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State |
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( |
) |
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( |
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Tax (provision) benefit before valuation allowance |
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( |
) |
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Valuation Allowance |
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( |
) |
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( |
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Total |
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$ |
( |
) |
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$ |
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10. |
STOCK OPTIONS |
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Number of |
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securities to be |
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issued upon |
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Number of securities |
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exercise of |
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Weighted-average |
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remaining available for future |
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outstanding |
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exercise price of |
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issuance under equity |
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options |
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outstanding options |
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compensation plans |
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Equity compensation plan approved by shareholders |
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$ |
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Options exercised |
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( |
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Equity compensation plan not approved by shareholders |
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Total |
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$ |
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9 |
11. |
RELATED PARTY EXPENSE |
12. |
SUBSEQUENT EVENT |
10 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
11 |
Quantitative and Qualitative Disclosures about Market Risk |
Controls and Procedures |
|
(a) |
Evaluation of Disclosure Controls and Procedures. |
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(b) |
Changes in Internal Control Over Financial Reporting. |
12 |
Legal Proceedings: |
Unregistered Sales of Equity Securities and Use of Proceeds: |
Defaults Upon Senior Securities: |
Mine Safety Disclosures: |
Other Information: |
Exhibits: |
(a) |
Certifications pursuant to 18 USC Section 1350-Sarbanes-Oxley Act of 2002. Filed herewith. |
13 |
|
HMG/COURTLAND PROPERTIES, INC. |
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Dated: November 12, 2021 |
/s/ Maurice Wiener |
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CEO and President |
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Dated: November 12, 2021 |
/s/Carlos Camarotti |
|
Vice President- Finance and Controller |
|
Principal Accounting Officer |
14 |