10-Q 1 first1.htm FORM 10-Q for First Hartford

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

(Mark One)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2006.

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:      
 
First Hartford Corporation

(Exact name of registrant as specified in its charter)

 

Maine

  01-0185800
(State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)
     
149 Colonial Road    Manchester, CT   06045-1270
(Address of principal executive offices)    (Zip Code)
     
860-646-6555

 (Registrant's telephone number, including area code)

 
N/A

(Former name, former address and former fiscal year, if changed since last report)

            Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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.  X Yes    No   

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer                                    Accelerated filer                                             Non-accelerated filer X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
                                                                                                                                                            Yes   X No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

3,046,267 as of December 14, 2006

 

 

 



 

FIRST HARTFORD CORPORATION AND SUBSIDARIES

INDEX

PART I.

FINANCIAL INFORMATION

PAGE
     
Item 1. Financial Statements  
     
  Condensed Consolidated Balance Sheets -  
       October 31, 2006 (unaudited) and April 30, 2006 (audited)  3 - 4
     
  Condensed Consolidated Statements of Operations  
       For the Three and Six Months  
       Ended October 31, 2006 and 2005 (unaudited)  5
     
  Condensed Consolidated Statements of Cash Flows  
       For the Six Months  
       Ended October 31, 2006 and 2005 (unaudited) 6 - 7
     
  Notes to Condensed Consolidated Financial Statements 8 - 11
     
Item 2. Management's Discussion and Analysis  of Financial Condition 11 - 13
  And Results of Operations  
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk  13 - 14
     
Item 4. Controls and Procedures 14
     
PART II OTHER INFORMATION  
     
Item 1. Legal Proceedings  15
     
Item 1A Risk Factors  15
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
     
Item 3. Defaults Upon Senior Securities  15
     
Item 4. Submission of Matters to a Vote Of Security Holders 15
     
Item 5. Other Information 15
     
Item 6.  Exhibits 15-16
     
  Signatures  17
     
  Exhibits 18-23

 

2



 

PART I.          FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

October 31, 2006  

       April 30, 2006

(unaudited)

 

(audited)

Real estate and equipment:  
 Developed properties

$33,574,457

 

   $33,574,457

 Equipment and leasehold improvements

402,781

 

377,433

33,977,238

 

33,951,890

 
 Less: accumulated depreciation and amortization

3,862,254

 

3,431,767

30,114,984

 

30,520,123

 
 Property under construction held for lease

11,924,238

 

3,323,517

 Property under construction held for sale

381,255

 

76,003

42,420,477

 

33,919,643

 
Cash and cash equivalents

3,850,501

 

5,144,743

 
Investment in marketable securities

1,332,455

 

2,520,014

 
Accounts and notes receivable, less allowance
for doubtful accounts of $14,000 and $30,000
as of October 31, 2006 and April 30, 2006, respectively.

529,035

 

537,561

 
Deposits, escrows, prepaid and deferred expenses, net

6,064,786

 

4,343,168

 
Investment in affiliates

9,665

 

9,665

 
Due from related parties and affiliates

369,758

 

344,228

 
Derivative instruments - swap agreements

0

 

675,292

 
Deferred tax assets, net of valuation allowance of $464,000

1,863,000

 

1,854,000

 

$56,439,677

 

$49,348,314

 

The accompanying notes are an integral part of these condensed consolidated financial statements

3



 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(continued)

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

 

October 31, 2006

 

April 30, 2006

Liabilities:

(unaudited)

 

(audited)

Mortgages and notes payable:

 

     Construction loan payable

$5,554,364

 

$663,635

     Mortgage payable

42,171,686

 

40,102,741

47,726,050

 

40,766,376

 

Accounts payable

3,521,019

 

1,449,628

Accrued liabilities

371,395

 

1,725,213

Deferred income

531,341

 

566,515

Accrued cost of derivatives

82,381

 

0

Other liabilities

5,710,211

 

5,647,434

Due to related parties and affiliates

71,853

 

67,795

58,014,250

 

50,222,961

 

Minority interest

0

 

0

 

Shareholders' Deficiency:

 

Preferred stock, $1 par value; $.50 cumulative and convertible;

 

 authorized 4,000,000 shares; issued and outstanding - None.

0

 

0

Common stock, $1 par value; authorized 6,000,000 shares;

 

 issued 3,298,609 shares

3,298,609

 

3,298,609

Capital in excess of par

5,056,111

 

5,056,111

Deficit

(7,916,867)

 

(7,216,965)

437,853

 

1,137,755

Less: 252,342 and 252,330 shares of common stock held in
Treasury; at cost, October 31, 2006 and April 30, 2006, respectively

2,012,426

 

2,012,402

(1,574,573)

 

(874,647)

 

 

 

$56,439,677

 

$49,348,314

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

4



 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

  Three Months Ended

Six Months Ended

Oct. 31, 2006

 

   Oct. 31, 2005

 

Oct. 31, 2006

 

Oct. 31, 2005

Revenues:

 

          (restated)

   

       (restated)

     Rental income

$1,395,787

 

$1,407,832

 

$2,789,788

 

$2,872,222

     Service income

377,390

 

515,763

 

409,948

 

715,990

     Sale of real estate

1,470,635

 

0

 

1,470,635

 

0

     Other

69,857

 

29,568

 

152,098

 

48,682

 

3,313,669

 

1,953,163

 

4,822,469

 

3,636,894

Operating cost and expenses:

     

     Rental expenses

   643,884

 

   702,407

 

1,255,981

 

1,354,580

     Service expenses

193,726

 

234,722

 

219,523

 

340,553

     Cost of sales, real estate

379,893

 

0

 

379,893

 

0

     Selling, general and administrative

1,011,276

 

874,324

 

2,005,461

 

1,782,379

2,228,779

 

1,811,453

 

3,860,858

 

3,477,512

     

Income from operations

1,084,890

 

141,710

 

961,611

 

159,382

Non-operating income (expense):

     

     Interest expense

(494,896)

 

(489,233)

 

(964,557)

 

(967,032)

     Non recurring items

0

 

0

 

0

 

(101,500)

     (Loss) gain on derivatives

(668,473)

 

290,259

 

(757,673)

 

(75,459)

(1,163,369)

 

(198,974)

 

(1,722,230)

 

(1,143,991)

     

Loss before income taxes

(78,479)

 

(57,264)

 

(760,619)

 

(984,609)

Provision for (benefit from) income taxes

125,827

 

(400,000)

 

29,579

 

(1,024,275)

     

Income (loss) before minority interest and equity in
   unconsolidated subsidiaries

(204,306)

 

(342,736)

 

(790,198)

 

39,666

     

Minority interest in income of consolidated joint ventures

0

 

0

 

0

 

(50,000)

Equity in earnings (losses) of unconsolidated subsidiaries

173,135

 

(977,357)

 

395,194

 

(2,408,754)

     

Net loss

($31,171)

 

($634,621)

 

($395,004)

 

($2,419,088)

     

Net loss per share

(0.01)

 

(0.21)

 

(0.13)

 

(0.79)

     

Shares used in basic per share computation

3,046,279

 

3,067,532

 

3,046,279

 

3,075,308

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

5



 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended

October 31, 2006

 

October 31, 2005

 

      (restated)  

Cash flows from operating activities:

 Net loss

($395,004)

($2,419,088)

Adjustments to reconcile net loss to net cash

    (used in) provided by operating activities:

   Equity in losses (earnings) of unconsolidated subsidiaries

(395,194)

2,408,754

   Minority interest in income of consolidated joint ventures

0

50,000

   Gain on sale of real estate

(1,090,742)

0

 Depreciation

430,487

471,029

 Amortization

87,742

109,395

 Deferred income taxes

(9,000)

(1,030,000)

 Amortization of unearned stock compensation

0

81,250

 Loss on derivatives

757,673

75,459

(Increase) decrease in:

 Accounts and notes receivables, net

8,526

(171,849)

 Deposits, escrows, prepaid and deferred expenses

(1,809,360)

55,574

Increase (decrease) in:

 Accrued liabilities

(1,353,818)

(286,275)

 Other liabilities

0

1,774,155

 Deferred income

(35,174)

80,878

 Accounts payable

2,071,391

 

275,539

Net cash (used in) provided by operating activities

(1,732,473)

1,474,821

Cash flows from investing activities:

 Distributions from affiliates, net

457,971

0

 (Investments in) proceeds from sale of marketable securities

1,187,559

(15,500)

 Purchase of equipment and leasehold improvements

(25,348)

(46,419)

 Proceeds from sale of real estate

1,431,130

0

 Additions to developed properties and properties under construction

(9,246,361)

(7,215,350)

 

 

Net cash used in investing activities

(6,195,049)

(7,277,269)

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

6



 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(continued)

Six Months Ended

October 31, 2006

 

October 31, 2005

 

   (restated)  

Cash flows from financing activities:

 
   

   Minority distributions from consolidated joint ventures

0

 

(50,000)

   Purchase of treasury stock

(24)

 

(93,582)

   Dividend paid

(304,898)

 

0

 

Proceeds from:

 

 Construction loan payable

4,890,729

 

10,910,757

 Mortgage payable

2,220,598

 

0

 

Principal payments on:

 

 Mortgage payable

(151,653)

 

(143,916)

 Notes payable

0

 

(2,082,130)

 Advances to related parties and affiliates, net

(21,472)

 

(90,523)

 

Net cash provided by financing activities

6,633,280

 

8,450,606

 

Net (decrease) increase in cash and cash equivalents

(1,294,242)

 

2,648,158

 

Cash and cash equivalents, beginning of period

5,144,743

 

2,367,434

 

Cash and cash equivalents, end of period

$3,850,501

 

$5,015,592

                                                               

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

 

7



 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.            Nature of Business and Significant Accounting Policies:

Description of Business

First Hartford Corporation was incorporated in Maine in 1909, and is engaged in the purchase, development, ownership, management and sale of real estate.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of First Hartford Corporation, its wholly owned subsidiaries and other controlled subsidiaries (collectively referred to as the "Company").  The Company records minority interest for the non-owned portions of consolidated subsidiaries.  All significant intercompany transactions and accounts have been eliminated in the consolidated financial statements, including construction revenues and costs of development for the Company's own use (rental/future sale). 

Financial Statement Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments to previously established loss provisions) considered necessary for a fair presentation have been included. Operating results for the three and six months ended October 31, 2006 are not necessarily indicative of the results that may be expected for the year ending April 30, 2007. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended April 30, 2006.

Because the Company is engaged in the development and sale of real estate at various stages of construction, the operating cycle may extend beyond one year. Accordingly, following the usual practice of the real estate industry, the accompanying condensed consolidated balance sheets are unclassified.

Certain reclassifications have been made to the prior period information to conform to the current period presentation.  In addition, as disclosed in Note 17 to the consolidated financial statements included in the Company's Annual Report on Form 10K for the year ended April 30, 2006, results for the three and six month periods ended October 31, 2005 have been restated to properly account for minority interest.       

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Significant Accounting Policies

There has been no change in the Company's significant accounting policies from those contained in our Annual Report on Form 10K for the year ended April 30, 2006, except as discussed in Note 5.

8



 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.            Nature of Business and Significant Accounting Policies (continued):

Loss Per Common Share

Loss per common share is based on the weighted average number of common shares outstanding during the three and six month periods ended October 31, 2006 and 2005. Due to the Company's net loss, the effect of the common stock options are anti-dilutive and therefore have not been considered in the calculation of loss per common share.

2.            Fair Value of Derivative Instruments

In the normal course of business, the Company is exposed to the effects of interest rate changes.  To mitigate the exposure to unexpected changes in interest rates, derivatives are used primarily to hedge against rate movements on some of the Company's related debt. In accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", since the Company's interest rate swaps have not been designated as a hedge they must be recognized as an asset or liability and adjusted to fair value through income in the current period.

On June 10, 2005 the Company refinanced the mortgage on the Katharine Gibbs College building by signing a new mortgage for $11,377,866 with the same lender.  The new mortgage rate is fixed at 6.11% and has a 25-year amortization starting in June 2007. The mortgage will have a balloon payment on June 10, 2015.  To obtain this refinancing the Company entered into a swap contract with the bank.

In January 2006 a construction loan and mortgage was consummated with the above lender for a Police Station to be built for and leased to the City of Cranston, R.I.  The lease contains a bargain purchase option which will require that it be accounted for as a capital lease.  The construction loan is based on the 30 day LIBOR rate plus 1.25% and effectively converts to a 24 ½ year self liquidating mortgage starting January 1, 2007.  The Company has entered into a swap contract with the bank which effectively converts the mortgage to a rate of 6.41%.

The Company recognized $668,473 as a loss on derivatives in the current quarter.  The aggregate fair value of the Company's swap contracts were in an unfavorable position of approximately $82,000 as of October 31, 2006 and are recorded as a liability.

3.            Investment In Affiliated Partnerships

Investments in entities in which the Company has less than a 20% interest are carried at cost.  Distributions received from those entities are included in income.  Distributions received in excess of the Company's proportionate share of capital are applied as a reduction of the cost of the investments.  Investments in entities in which the Company has a 20-50% interest are carried at cost and are subsequently adjusted for the Company's proportionate share of their undistributed earnings or losses, and any distributions (Equity Method).

The Company currently has two unconsolidated operating partnerships accounted for under the Equity Method.  The Company has a 50% interest in Cranston Parkade, LLC which in turn has an interest in Cranston/BVT Associates LP which owns a shopping center in Cranston, RI.  The Company also has a 50% interest in Dover Parkade, LLC which owns a shopping center in Dover Township, NJ.  Although the Company exercises some influence, the Company dos not control the operating and financial policies of these partnerships and, therefore, these partnership are not consolidated.

 

9



 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3.              Investment In Affiliated Partnerships (continued):

OPERATING RESULTS OF NONCONSOLIDATED 50% OWNED SUBSIDIARIES

Three Months Ended
October 31

Six Months Ended
October 31

Cranston Parkade, LLC

2006

 

2005

 

2006

 

2005

Revenues

$1,306,244

 

$1,196,678

 

$2,633,664

 

$2,372,685

Expenses

 1,089,825

 

 1,046,537

 

 2,141,513

 

 2,067,409

Loss on early retirement of debt

                0

 

 2,268,803

 

                0

 

 2,268,803

Net Profit (Loss)

$  216,419

 

($2,118,662)

 

$   492,151

 

($1,963,527)

       

Dover Parkade, LLC

     

Revenues

$631,330

 

$601,934

 

$1,291,552

 

$1,203,820

Expenses

 502,375

 

 402,863

 

1,012,728

 

     915,727

Loss on early retirement debt

            0

 

             0

 

              0

 

  3,075,163

Net Profit (Loss)

$128,955

 

$199,071

 

$278,824

 

($2,787,070)

These investments are recorded at cost and have been subsequently adjusted for gains, losses and distributions such that the carrying value is less than zero.  Although the Company is not liable for the obligations of the two partnerships it has not discontinued applying the Equity Method since the Company considers itself to be committed to providing financial support to the partnerships.  As of October 31, 2006 and April 30, 2006, $5,591,620 and $5,528,843, respectively, is included in other liabilities in the consolidated balance sheets representing the carrying value of these investments.

4.            Income Taxes

In assessing the need for a valuation allowance, the Company estimates future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carry forwards. Valuation allowances related to deferred tax assets can be impacted by the changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event the Company were to determine that it would not be able to realize all or a portion of its deferred tax assets in the future, it would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of the net carrying amounts, it would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made.

As of October 31, 2006, the Company has concluded that it is more likely than not that the Company will realize $1,863,000 in deferred tax assets. Accordingly, the Company has recognized a deferred tax benefit of $9,000 for the six months ended October 31, 2006.

5.            Stock Based Compensation

Effective May 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R, ("SFAS 123R") "Share-Based Payment," which establishes accounting for equity instruments exchanged for employee services.  Under the provisions of SFAS No. 123R, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant).  Prior to May 1, 2006, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued

 

10



 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.            Stock Based Compensation (continued):

to Employees," and related interpretations.  The Company also followed the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation", as amended by SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure".  The Company elected to adopt the modified prospective transition method as provided by SFAS No. 123R and, accordingly, financial statement amounts for the prior periods presented in this Form 10-Q have not been restated to reflect the fair value method of expensing share-based compensation.  Under this method of adoption, The Company has recorded compensation cost for all share-based payments granted after the date of adoption based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123R and for the unvested portion of all share-based payments previously granted that remain outstanding which were based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123.  The Company expenses its share-based compensation under the straight-line method.

On February 11, 2004 the Company adopted a stock option plan providing for the grant of up to 1,000,000 shares.  The Company granted 250,000 shares to five employees, two of whom are directors.  The options, which had a two year vesting period and are now fully vested, were granted at $1.10 per share.  The right to exercise the options expires February 11, 2014.  The options include a "put option" that requires the Company to purchase the exercised shares for $1.30 in excess of the grant price.  The cost of the deferred stock compensation was $325,000 of which $128,646, $162,500, and $33,854 has been expensed in fiscal years 2006, 2005, and 2004, respectively. 

During the three and six months ended October 31, 2006, no options were granted or exercised and no compensation expense has been recognized.  The aggregate intrinsic value of outstanding options as of October 31, 2006 was approximately $325,000.

 

Item 2.                        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial and business analysis below provides information which the Company believes is relevant to an assessment and understanding of the Company's financial position and results of operations.  This financial and business analysis should be read in conjunction with the condensed consolidated financial statements and related notes.

The following discussion and certain other sections of this Report on Form 10-Q contain statements reflecting the Company's views about its future performance and constitutes "forward-looking statements" under the Private Securities Litigation Reform Act of 1995.  These views may involve risks and uncertainties that are difficult to predict and may cause the Company's actual results to differ materially from the results discussed in such forward-looking statements.  Readers should consider how various factors including changes in general economic conditions, cost of materials, interest rates and availability of funds, and the nature of competition and relationships with key customers may affect the Company's performance.  The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or other.

 

11



 

Item 2.                        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued):

Critical Accounting Policies

The discussion and analysis of financial condition and results of operations is based upon the condensed consolidated financial statements contained in Item 1 in this Quarterly Report.  The condensed consolidated financial statements include the accounts of the Company and its controlled affiliates.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period.  Actual results could differ from those estimates.

The discussion included in Item 7 of our Annual Report on Form 10-K for the year ended April 30, 2006 under the subheading "Critical Accounting Policies and Estimates" is still considered current and applicable, and is hereby incorporated into this Quarterly Report on Form 10-Q.

Restatement

As previously reported in Note 17 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended April 30, 2006, results for the three and six months ended October 31, 2005 have been restated as follows:

Three Months Ended
October 31, 2005

Six Months Ended
October 31, 2005

Previously
Reported

 

Restated

 

Previously
Reported

 

Restated

Minority Interest

$ (24,240)

 

$         0

 

$   (24,240)

 

($   50,000)

Net Loss

 (658,861)

 

(634,621)

 

(2,393,328)

 

(2,419,088)

Net (loss) per share basic and diluted

(.21)

 

(.21)

 

(.78)

 

(.79)

Results of Operations

For the three months ended October 31, 2006, the Company had a loss of approximately $31,000 compared to a loss of approximately $635,000 for the three months ended October 31, 2005.  For the six months ended October 31, 2006, the Company had a loss of approximately $395,000 compared to a loss of approximately $2,419,000 and included the following items.

Three Months
Ended 10/31/06

 

Six Months
Ended 10/31/06

 

Three Months
Ended 10/31/05

 

Six Months
Ended 10/31/05

Loss from early retirement of debt
(non consolidated affiliate)

$         0

 

$         0

 

($1,134,402)

 

($2,671,983)

Gain (loss) on derivatives
(consolidated affiliates)

(668,473)

 

(757,673)

 

    290,259

 

       (75,459)

Loss from early retirement of debt
(consolidated affiliates)

           0

 

           0

 

              0

 

     (101,500)

($668,473)

 

($757,673)

 

($844,143)

 

($2,848,942)

 

 

 

Less deferred income tax on above

            0

 

             0

 

  260,000

 

    890,000

($668,473)

 

($757,673)

 

($584,143)

 

($1,958,942)

Excluding the net effects of the above items, the three and six months ended October 31, 2006 would show net income of approximately $637,000 and $363,000, respectively.  The three and six month periods ended October 31, 2005 would show losses of $50,000 and $460,000, respectively.

During the three months ended April 30, 2006, the Company sold a significant portion of the Bangor Parkade Shopping Center and reported that additional sales would be recorded as the remaining $25,000 + square feet are rented, constructed and occupied.  During the three months ended October 31, 2006 the Company completed and closed on a 7,000 square foot store resulting in net proceeds of $1,431,130 and a gain of $1,090,742.  Subsequent to October 31, 2006, the Company completed and closed on an additional 13,800 square feet and received proceeds of approximately $2,311,000.

 

12



 

Other highlights in the Consolidated Statement of Operations for the three and six months ended October 31, 2006 and 2005:

  • Fee income (included in service income) from the Company's CVS Pharmacy business is down when compared to the same period last year.  The change is due to timing of events (Municipal and DOT Permits, CVS Approvals, Closing Schedules, etc.) which the Company does not control.  It is anticipated that the income related to CVS for fiscal 2007 will be consistent with 2006.

  • Selling, general and administrative expenses for the three and six months ended October 31, 2006 was burdened with legal costs due to the Kaplan lawsuit of approximately $103,000 and $345,000 compared to approximately $111,000 and $135,000 for the three and six months ended October 31, 2005. 

Capital Resources and Liquidity

The Company has adequate cash, investments and available credit to complete its current construction projects and most new projects.  However, due to the size of a planned project in Texas, a joint venture partner might be required. 

The Company does have an undrawn upon credit line of $1,500,000 but does not anticipate any cash flow needs requiring borrowings in the foreseeable future with the possible exception of land purchases that cannot be financed.  Capital resources are readily available but we believe the personal guarantee of the President of the Company will be necessary for future construction loans.

Long Term Obligation Schedule as of October 31, 2006:

Contractual Obligations

Total

Less Than
One Year

1-3 Years

3-5 Years

More Than
5 Years

Long Term Debt

$42,171,686

$    401,919

$1,514,618

$1,638,993

$38,616,156

Short Term Debt

   5,554,364

   5,554,364

                0

               0

                  0

Purchase Obligations

    6,985,191

    6,985,191

                0

               0

                  0

Tenant Allowance

       238,327

       238,327

                0

               0

                  0

Total

$54,949,568

$13,179,801

$1,514,618

$1,638,993

$38,616,156

Although we are wary of the possibilities of rising interest rates, problems with major tenants, and major construction cost overruns, we feel our liquidity and capital resources are presently adequate to meet our needs.

Item 3.                        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As described below, interest rate risk related to its notes payable and long-term debt is the primary source of financial market risk to the Company.

Qualitative

Interest Rate Risk: Changes in interest rates can potentially impact the Company's profitability and its ability to realize assets and satisfy liabilities.  Interest rate risk is present primarily in the Company's borrowings, some of which have variable interest rates.  The Company limits its exposure with the use of interest rate swaps.  To mitigate the exposure to unexpected changes in interest rates, interest rate swaps are used primarily to fix rates in order to hedge against rate movements on some of the Company's debt.

 

13



   

Item 3.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (continued):

Quantitative

 

Maturing less
than one year

Maturing greater
than one year

Revolving line of credit and Long-term debt

          Amount

$5,956,283

    $41,769,767

          Weighted average interest rate

          6.08%

          5.73%

Included in the above is variable rate debt of $11,337,886 for which the Company has a Swap Agreement with its bank which fixes the interest rate at 6.11%.

Item 4.            CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) of the Exchange Act, the Company has evaluated the operating effectiveness of our disclosure controls and procedures as of October 31, 2006.  This was done under the supervision and with the participation of management.  Based on this evaluation, the Company concluded that because of possible weaknesses in our internal controls over financial reporting, our disclosure controls on procedures as defined in Rule 13a-15(e) may not be effective enough to qualify under the new guidelines.  The Company does not maintain effective controls over the financial reporting process to ensure the accurate preparation and review of its consolidated financial statements. The 2005 restatement and audit adjustments recorded in 2006 are indicative of a lack of effective controls over the application of generally accepted accounting principles commensurate with the Company's financial reporting requirements. Further, the Company does not have effective controls over the process for identifying and accumulating all required supporting information to ensure the completeness and accuracy of its consolidated financial statements. Management intends to engage in remediation efforts to address the material weaknesses identified in our disclosure controls and procedures and to improve and strengthen our overall control environment. Notwithstanding weaknesses in our internal control over financial reporting as of October 31, 2006, we believe that the consolidated financial statements contained in this report present fairly our financial condition, the results of our operations and cash flows for the fiscal years covered thereby in all material respects in accordance with accounting principles generally accepted in the United States. 

Internal Control over Financial Reporting

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 

 

14



 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES

PART II          OTHER INFORMATION

Item 1.             LEGAL PROCEEDINGS

There have not been any material developments in the legal proceedings we described in our Annual Report on Form 10-K for the year ended April 30, 2006.  The court in Massachusetts has not ruled on attorney's fees and expenses but the matter is still being considered by the court.  A trial on the Maine Shareholder Lawsuit was just concluded and we are now waiting for the court's decision.

Item 1A.          RISK FACTORS

The discussion included in Item 1A of our Annual Report on Form 10-K for the year ended April 30, 2006 under the heading "Risk Factors" is still considered current and applicable, and is hereby incorporated into this Quarterly Report on Form 10-Q. 

Item 2.            UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)                Not Applicable.

(b)                Not Applicable.

(c)                Not Applicable.

Item 3.                    DEFAULTS UPON SENIOR SECURITIES

(a)                Not Applicable.

(b)                Not Applicable. 

Item 4.                    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)                Not Applicable.

(b)                Not Applicable.

(c)                Not Applicable

(d)                Not Applicable

Item 5.                    OTHER INFORMATION

                        None

Item 6.                        EXHIBITS

                        a)         Exhibits:

Exhibit 31.1       Certification of Chief Executive Officer, pursuant to Rule 13a-14(c) under the Securities Exchange Act of 1934.

Exhibit 31.2       Certification of Chief Financial Officer, pursuant to Rule 13a-14(c) under the Securities Exchange Act of 1934.

 

 

15



 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES

PART II          OTHER INFORMATION (continued):

Exhibit 32.1       Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350.

Exhibit 32.2       Certification of Chief Financial Officers, pursuant to 18 U.S.C. Section 1350.

 

 

 

 

 

 

16



 

 

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.

                                                                                   

   First Hartford Corporation
  (Registrant)
   
  /s/ Neil H. Ellis

December 20, 2006

______________________________

Date

Neil H. Ellis - President and
  Chief Executive Officer
   
  /s/ Stuart I. Greenwald

December 20, 2006

 ______________________________

Date

Stuart I. Greenwald - Treasurer
  and Chief Financial Officer