hmg10q.htm
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 March
31, 2009
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.)
|
1870 S. Bayshore
Drive, Coconut
Grove, Florida
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33133
|
(Address
of principal executive offices)
|
(Zip
Code)
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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)
Indicate
by check mark 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 CORPORATE ISSUERS:
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date.
1,018,503
Common shares were outstanding as of April 30, 2009.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
Smaller
reporting company [x]
|
|
|
(Do
not check if a smaller reporting company)
|
|
HMG/COURTLAND
PROPERTIES, INC.
Index
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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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Condensed
Consolidated Balance Sheets as of March 31, 2009 (Unaudited) and December
31, 2008
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Condensed
Consolidated Statements of Comprehensive Income for the Three Months Ended
March 31, 2009 and 2008 (Unaudited)
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Condensed
Consolidated Statements of Cash Flows for the Three Months Ended March 31,
2009 and 2008 (Unaudited)
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Notes
to Condensed Consolidated Financial Statements (Unaudited)
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Item
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
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Item
3. Quantitative and Qualitative Disclosures About Market
Risks
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Item
4T. Controls and Procedures
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PART
II.
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Other
Information
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Item
1. Legal Proceedings
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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Item
3. Defaults Upon Senior Securities
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Item
4. Submission of Matters to a Vote of Security
Holders
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Item
5. Other Information
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Item
6. Exhibits
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Signatures
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Cautionary
Statement. This Form 10-Q 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-Q 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.
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HMG/COURTLAND PROPERTIES,
INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED BALANCE
SHEETS
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March
31,
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|
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December
31,
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2009
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|
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2008
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ASSETS
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(UNAUDITED)
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Investment
properties, net of accumulated depreciation:
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Commercial
properties
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$ |
7,833,030 |
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$ |
7,961,765 |
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Commercial
properties- construction in progress
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46,026 |
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|
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- |
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Hotel,
club and spa facility
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4,200,585 |
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4,338,826 |
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Marina
properties
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2,506,528 |
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2,566,063 |
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Land
held for development
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27,689 |
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27,689 |
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Total
investment properties, net
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14,613,858 |
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14,894,343 |
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Cash
and cash equivalents
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|
|
3,476,875 |
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3,369,577 |
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Cash
and cash equivalents-restricted
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2,391,771 |
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2,390,430 |
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Investments
in marketable securities
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3,124,598 |
|
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3,295,391 |
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Other
investments
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3,569,456 |
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3,733,101 |
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Investment
in affiliate
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|
|
2,963,197 |
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2,947,758 |
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Loans,
notes and other receivables
|
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|
754,642 |
|
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621,630 |
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Notes
and advances due from related parties
|
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|
536,358 |
|
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587,683 |
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Deferred
taxes
|
|
|
401,000 |
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|
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366,000 |
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Goodwill
|
|
|
7,728,627 |
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7,728,627 |
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Other
assets
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858,814 |
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|
888,535 |
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TOTAL
ASSETS
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$ |
40,419,196 |
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$ |
40,823,075 |
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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|
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Mortgages
and notes payable
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$ |
19,115,934 |
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$ |
19,297,560 |
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Accounts
payable and accrued expenses
|
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1,533,104 |
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1,577,115 |
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Interest
rate swap contract payable
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1,948,000 |
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2,156,000 |
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Total
Liabilities
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22,597,038 |
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23,030,675 |
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Preferred
stock, $1 par value; 2,000,000 shares
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authorized;
none issued
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- |
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- |
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Excess
common stock, $1 par value; 500,000 shares authorized;
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none
issued
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- |
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- |
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Common
stock, $1 par value; 1,500,000 shares authorized;
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1,317,535
shares issued as of March 31, 2009 and
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December
31, 2008
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1,317,535 |
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1,317,535 |
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Additional
paid-in capital
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26,585,595 |
|
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26,585,595 |
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Less: Treasury
stock, at cost (296,152 and 294,952 shares as of
|
|
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March
31, 2009 and December 31, 2008, respectively)
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(2,574,715 |
) |
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|
(2,570,635 |
) |
Undistributed
gains from sales of properties, net of losses
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|
41,572,120 |
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41,572,120 |
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Undistributed
losses from operations
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(52,270,179 |
) |
|
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(52,023,776 |
) |
Accumulated
other comprehensive loss
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(974,000 |
) |
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(1,078,000 |
) |
Total
stockholders’ equity
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13,656,356 |
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13,802,839 |
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Noncontrolling
interests
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4,165,802 |
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3,989,561 |
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Total
Equity
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17,822,158 |
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17,792,400 |
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TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
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$ |
40,419,196 |
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$ |
40,823,075 |
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See
notes to the condensed consolidated financial statements
|
|
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(1)
HMG/COURTLAND PROPERTIES, INC AND
SUBSIDIARIES
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CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
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Three
months ended
March
31,
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REVENUES
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2009
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2008
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Real
estate rentals and related revenue
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$ |
447,409 |
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$ |
401,737 |
|
Food
& beverage sales
|
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|
1,884,016 |
|
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|
1,915,386 |
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Marina
revenues
|
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|
440,568 |
|
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452,642 |
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Spa
revenues
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|
138,937 |
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|
223,214 |
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Total
revenues
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2,910,930 |
|
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|
2,992,979 |
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EXPENSES
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Operating
expenses:
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Rental
and other properties
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197,680 |
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|
133,118 |
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Food
and beverage cost of sales
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|
475,023 |
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513,646 |
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Food
and beverage labor and related costs
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|
|
408,480 |
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|
410,225 |
|
Food
and beverage other operating costs
|
|
|
567,418 |
|
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|
537,473 |
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Marina
expenses
|
|
|
251,093 |
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|
236,258 |
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Spa
expenses
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|
133,409 |
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|
179,947 |
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Depreciation
and amortization
|
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|
340,732 |
|
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|
334,895 |
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Adviser's
base fee
|
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|
255,000 |
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255,000 |
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General
and administrative
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|
78,691 |
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|
78,705 |
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Professional
fees and expenses
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50,252 |
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62,545 |
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Directors'
fees and expenses
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25,902 |
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|
28,750 |
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Total
operating expenses
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2,783,680 |
|
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|
2,770,562 |
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Interest
expense
|
|
|
280,317 |
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|
|
355,428 |
|
Total
expenses
|
|
|
3,063,997 |
|
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|
3,125,990 |
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|
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Loss
before other loss and income taxes
|
|
|
(153,067 |
) |
|
|
(133,011 |
) |
|
|
|
|
|
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Net
realized and unrealized losses from investments in marketable
securities
|
|
|
(160,430 |
) |
|
|
(187,874 |
) |
Net
income from other investments
|
|
|
18,712 |
|
|
|
31,793 |
|
Interest,
dividend and other income
|
|
|
85,622 |
|
|
|
88,931 |
|
Total
other loss
|
|
|
(56,096 |
) |
|
|
(67,150 |
) |
|
|
|
|
|
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Loss
before income taxes
|
|
|
(209,163 |
) |
|
|
(200,161 |
) |
|
|
|
|
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Benefit
from income taxes
|
|
|
(35,000 |
) |
|
|
(41,000 |
) |
Net
loss
|
|
|
(174,163 |
) |
|
|
(159,161 |
) |
|
|
|
|
|
|
|
|
|
Less:
Net income attributable to noncontrolling interests
|
|
|
72,240 |
|
|
|
95,460 |
|
Net
loss attributable to HMG/Courtland Properties, Inc.
|
|
$ |
(246,403 |
) |
|
$ |
(254,621 |
) |
Other comprehensive income
(loss):
|
|
|
|
|
|
|
|
|
Unrealized
gain (loss) on interest rate swap agreement
|
|
$ |
104,000 |
|
|
$ |
(272,500 |
) |
Total
other comprehensive income (loss)
|
|
|
104,000 |
|
|
|
(272,500 |
) |
|
|
|
|
|
|
|
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Comprehensive
loss
|
|
$ |
(142,403 |
) |
|
$ |
(527,121 |
) |
|
|
|
|
|
|
|
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|
Net Loss Per Common Share:
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$ |
(.24 |
) |
|
$ |
(.25 |
) |
Weighted
average common shares outstanding-basic and diluted
|
|
|
1,023,919 |
|
|
|
1,023,955 |
|
|
|
|
|
|
|
|
|
|
See
notes to the condensed consolidated financial statements
|
|
|
|
|
|
|
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|
(2)
HMG/COURTLAND PROPERTIES, INC. AND
SUBSIDIARIES
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
|
|
|
|
|
Three
months ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net
loss attributable to HMG/Courtland Properties, Inc.
|
|
$ |
(246,403 |
) |
|
$ |
(254,621 |
) |
Adjustments
to reconcile net loss attributable to HMG/Courtland Properties, Inc. to
net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
340,732 |
|
|
|
334,895 |
|
Net
income from other investments
|
|
|
(18,712 |
) |
|
|
(31,793 |
) |
Net
loss from investments in marketable securities
|
|
|
160,430 |
|
|
|
187,874 |
|
Net
income attributable to noncontrolling interests
|
|
|
72,240 |
|
|
|
95,460 |
|
Deferred
income tax benefit
|
|
|
(35,000 |
) |
|
|
(41,000 |
) |
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
Other
assets and other receivables
|
|
|
(13,760 |
) |
|
|
9,666 |
|
Accounts
payable and accrued expenses
|
|
|
(44,011 |
) |
|
|
259,204 |
|
Total
adjustments
|
|
|
461,919 |
|
|
|
814,306 |
|
Net
cash provided by operating activities
|
|
|
215,516 |
|
|
|
559,685 |
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchases
and improvements of properties
|
|
|
(52,206 |
) |
|
|
(116,697 |
) |
Decrease
(increase) in notes and advances from related parties
|
|
|
51,325 |
|
|
|
(3,590 |
) |
Additions
in mortgage loans and notes receivables
|
|
|
(100,571 |
) |
|
|
- |
|
Collections
of mortgage loans and notes receivables
|
|
|
3,000 |
|
|
|
503,000 |
|
Distributions
from other investments
|
|
|
255,418 |
|
|
|
9,918 |
|
Contributions
to other investments
|
|
|
(88,500 |
) |
|
|
(194,048 |
) |
Net
proceeds from sales and redemptions of securities
|
|
|
290,113 |
|
|
|
1,643,628 |
|
Increase
in investments in marketable securities
|
|
|
(279,750 |
) |
|
|
(528,981 |
) |
Net
cash provided by investing activities
|
|
|
78,829 |
|
|
|
1,313,230 |
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Repayment
of mortgages and notes payables
|
|
|
(181,626 |
) |
|
|
(168,248 |
) |
Deposits
to restricted cash
|
|
|
(1,341 |
) |
|
|
- |
|
Purchase
of treasury stock
|
|
|
(4,080 |
) |
|
|
- |
|
Net
cash used in financing activities
|
|
|
(187,047 |
) |
|
|
(168,248 |
) |
|
|
|
|
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
|
107,298 |
|
|
|
1,704,667 |
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of the period
|
|
|
3,369,577 |
|
|
|
2,599,734 |
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of the period
|
|
$ |
3,476,875 |
|
|
$ |
4,304,401 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
Cash
paid during the period for interest
|
|
$ |
280,000 |
|
|
$ |
355,000 |
|
Cash
paid during the period for income taxes
|
|
|
- |
|
|
|
- |
|
See
notes to the 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 prepared in accordance with instructions for Form 10-Q,
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 accounting
principles generally accepted in the United States of America 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, 2008. The balance sheet
as of December 31, 2008 was derived from audited financial statements as of that
date. The results of operations for the three months ended March 31, 2009 are
not necessarily indicative of the results to be expected for the full
year.
The
condensed consolidated financial statements include the accounts of
HMG/Courtland Properties, Inc. (the "Company") and entities in which the Company
owns a majority voting interest or controlling financial interest. All material
transactions and balances with consolidated and unconsolidated entities have
been eliminated in consolidation or as required under the equity
method.
2. RECENT
ACCOUNTING PRONOUNCEMENT
Recently
Adopted Accounting Standards
On
January 1, 2009, the Company adopted Financial Accounting Standards Board
(“FASB”) Statement No. 141R, Business Combinations (“FAS 141R”), Statement
No. 160, Noncontrolling Interests in Consolidated Financial Statements—an
amendment of ARB No. 51 (“FAS 160”), Statement No. 161, Disclosures
about Derivative Instruments and Hedging Activities (“FAS 161”), Emerging Issues
Task Force (“EITF”) Issue No. 07-1 (“EITF 07-1”), Accounting for
Collaborative Arrangements, EITF Issue No. 08-6, Equity Method Investment
Accounting Considerations (“EITF 08-6”), EITF Issue No. 08-7, Accounting
for Defensive Intangible Assets (“EITF 08-7”) and FASB Staff Position EITF
03-6-1, Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities (“FSP EITF 03-6-1”).
FAS 141R
expands the scope of acquisition accounting to all transactions under which
control of a business is obtained. This standard requires an acquirer to
recognize the assets acquired and liabilities assumed at the acquisition date
fair values with limited exceptions. Additionally, FAS 141R requires that
contingent consideration as well as contingent assets and liabilities be
recorded at fair value on the acquisition date, that acquired in-process
research and development be capitalized and recorded as intangible assets at the
acquisition date, and also requires transaction costs and costs to restructure
the acquired company be expensed. Transactions are now being accounted for under
this standard. On April 1, 2009, the FASB issued Staff Position FAS
141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business
Combination That Arise from Contingencies, which is effective January 1,
2009, and amends the guidance in FAS 141R to require that assets acquired and
liabilities assumed in a business combination that arise from contingencies be
recognized at fair value if fair value can reasonably be estimated. If the
acquisition date fair value of an asset acquired or liability assumed that
arises from a contingency cannot be determined, the asset or liability would be
recognized in accordance with FASB Statement No. 5, Accounting for
Contingencies (“FAS 5”), and FASB Interpretation No. 14, Reasonable
Estimation of the Amount of a Loss. If the fair value is not determinable and
the FAS 5 criteria are not met, no asset or liability would be
recognized.
(4)
HMG/COURTLAND
PROPERTIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
FAS 160
provides guidance for the accounting, reporting and disclosure of noncontrolling
interests and requires, among other things, those noncontrolling interests be
recorded as equity in the consolidated financial statements. The adoption of
this standard resulted in the reclassification of $4,165,802 of Minority
Interests (now referred to as noncontrolling interests) to a separate component
of Stockholders’ Equity on the Consolidated Balance Sheet. Additionally, net
income attributable to noncontrolling interests is now shown separately from
parent net income in the Consolidated Statement of Comprehensive Income. Prior
periods have been restated to reflect the presentation and disclosure
requirements of FAS 160.
EITF 07-1 defines collaborative
arrangements and establishes reporting requirements for transactions between
participants in a collaborative arrangement and between participants in the
arrangement and third parties. The effect of adoption of EITF 07-1 was not
material to the Company’s consolidated financial position or results of
operations.
FAS 161
requires enhanced disclosures about derivative instruments and hedging
activities to allow for a better understanding of their effects on an entity’s
financial position, financial performance, and cash flows. Among other things,
FAS 161 requires disclosure of the fair values of derivative instruments and
associated gains and losses in a tabular format (see Note 7). Since FAS 161
requires only additional disclosures about the Company’s derivatives and hedging
activities, the adoption of FAS 161 did not affect the Company’s financial
position or results of operations.
FSP EITF
03-6-1 clarifies that share-based payment awards that entitle holders to receive
no forfeitable dividends before they vest will be considered participating
securities and included in the earnings per share calculation pursuant to the
two class method. The effect of adoption of FSP EITF 03-6-1 was not material to
the Company’s results of operations.
EITF
08-6, which is effective January 1, 2009, clarifies the accounting for
certain transactions and impairment considerations involving equity method
investments and is applied on a prospective basis to future
transactions.
EITF
08-7, which is effective January 1, 2009, clarifies that a defensive
intangible asset (an intangible asset that the entity does not intend to
actively use, but intends to hold to prevent others from obtaining access to the
asset) should be accounted for as a separate unit of accounting and should be
assigned a useful life that reflects the entity’s consumption of the expected
benefits related to the asset. EITF 08-7 is applied on a prospective basis to
future transactions.
Recently
Issued Accounting Standards
The FASB
recently issued Staff Position FAS 157-4, Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”), Staff
Position FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments (“FSP FAS 115-2/124-2”) and Staff Position FAS
107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments (“FSP FAS 107-1/APB 28-1”).
Under FSP
FAS 157-4, if an entity determines that there has been a significant decrease in
the volume and level of activity for an asset or liability in relation to the
normal market activity for the asset or liability (or similar assets or
liabilities), then transactions or quoted prices may not accurately reflect fair
value. In addition, if there is evidence that the transaction for the asset or
liability is not orderly, the entity shall place little, if any, weight on that
transaction price as an indicator of fair value. Since FSP FAS 157-4 is
effective for interim reporting periods ending after June 15, 2009, the Company
will adopt the provisions of FSP FAS 157-4 during the second quarter of 2009 and
is currently assessing the impact of adoption on its consolidated financial
position and results of operations.
(5)
HMG/COURTLAND
PROPERTIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
FSP FAS
115-2/124-2 changes existing guidance for determining whether debt securities
are other-than-temporarily impaired and replaces the existing requirement that
the entity’s management assert it has both the intent and ability to hold an
impaired security until recovery with a requirement that management assert:
(a) it does not have the intent to sell the security; and (b) it is
more likely than not it will not have to sell the security before recovery of
its cost basis. FSP FAS 115-2/124-2 requires entities to separate an
other-than-temporary impairment of a debt security into two components when
there are credit related losses associated with the impaired debt security for
which management asserts that it does not have the intent to sell the security,
and it is more likely than not that it will not be required to sell the security
before recovery of its cost basis. The amount of the other-than-temporary
impairment related to a credit loss is recognized in earnings, and the amount of
the other-than-temporary impairment related to other factors is recorded in
other comprehensive loss. Since FSP FAS 115-2/124-2 is effective for interim
reporting periods ending after June 15, 2009, the Company will adopt the
provisions of FSP FAS 115-2/124-2 during the second quarter of 2009 and is
currently assessing the impact of adoption on its consolidated financial
position and results of operations.
FSP FAS
107-1/APB 28-1 requires disclosures about fair values of financial instruments
in interim and annual financial statements. Prior to the issuance of FSP FAS
107-1/APB 28-1, disclosures about fair values of financial instruments were only
required to be disclosed annually. FSP FAS 107-1/APB 28-1 requires disclosures
about fair value of financial instruments in interim and annual financial
statements. Since FSP FAS 107-1/APB 28-1 is effective for interim reporting
periods ending after June 15, 2009, the Company will adopt FSP FAS 107-1/APB
28-1 in the second quarter 2009. Since FSP FAS 107-1/APB 28-1 requires only
additional disclosures of fair values of financial instruments in interim
financial statements, the adoption will not affect the Company’s consolidated
financial position or results of operations.
(6)
HMG/COURTLAND
PROPERTIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
3. RESULTS
OF OPERATIONS FOR MONTY’S RESTAURANT, MARINA AND OFFICE/RETAIL PROPERTY, COCONUT
GROVE, FLORIDA
The
Company, through two 50%-owned entities, Bayshore Landing, LLC (“Landing”) and
Bayshore Rawbar, LLC (“Rawbar”), (collectively, “Bayshore”) owns a restaurant,
office/retail and marina property located in Coconut Grove (Miami), Florida
known as Monty’s (the “Monty’s Property”).
Summarized
combined statement of income for Landing and Rawbar for the three months ended
March 31, 2009 and 2008 is presented below (Note: the Company’s ownership
percentage in these operations is 50%):
Summarized
Combined statements of income
Bayshore
Landing, LLC and
Bayshore
Rawbar, LLC
|
|
For
the three months ended
March
31, 2009
|
|
|
For
the three months ended
March
31, 2008
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
Food
and Beverage Sales
|
|
$ |
1,884,000 |
|
|
$ |
1,915,000 |
|
Marina
dockage and related
|
|
|
310,000 |
|
|
|
332,000 |
|
Retail/mall
rental and related
|
|
|
135,000 |
|
|
|
102,000 |
|
Total
Revenues
|
|
|
2,329,000 |
|
|
|
2,349,000 |
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Cost
of food and beverage sold
|
|
|
475,000 |
|
|
|
514,000 |
|
Labor
and related costs
|
|
|
355,000 |
|
|
|
355,000 |
|
Entertainers
|
|
|
53,000 |
|
|
|
55,000 |
|
Other
food and beverage related costs
|
|
|
78,000 |
|
|
|
70,000 |
|
Other
operating costs
|
|
|
265,000 |
|
|
|
231,000 |
|
Insurance
|
|
|
150,000 |
|
|
|
154,000 |
|
Management
fees
|
|
|
63,000 |
|
|
|
61,000 |
|
Utilities
|
|
|
64,000 |
|
|
|
70,000 |
|
Ground
rent
|
|
|
221,000 |
|
|
|
204,000 |
|
Interest
|
|
|
224,000 |
|
|
|
236,000 |
|
Depreciation
|
|
|
193,000 |
|
|
|
188,000 |
|
Total
Expenses
|
|
|
2,141,000 |
|
|
|
2,138,000 |
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$ |
188,000 |
|
|
$ |
211,000 |
|
(7)
HMG/COURTLAND
PROPERTIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
4. INVESTMENTS IN MARKETABLE
SECURITIES
Investments
in marketable securities consist primarily of large capital corporate equity and
debt securities in varying industries or issued by government agencies with
readily determinable fair values. These securities are stated at market value,
as determined by the most recent traded price of each security at the balance
sheet date. Consistent with the Company's overall current investment
objectives and activities its entire marketable securities portfolio is
classified as trading.
Net
realized and unrealized loss from investments in marketable securities for the
three months ended March 31, 2009 and 2008 is summarized below:
|
|
Three
Months Ended March 31,
|
|
Description
|
|
2008
|
|
|
2008
|
|
Net
realized loss from sales of securities
|
|
$ |
(60,000 |
) |
|
$ |
(31,000 |
) |
Unrealized
net loss in trading securities
|
|
|
(100,000 |
) |
|
|
(157,000 |
) |
Total
net loss from investments in marketable securities
|
|
$ |
(160,000 |
) |
|
$ |
(188,000 |
) |
For the
three months ended March 31, 2009 net realized loss from sales of marketable
securities of approximately $60,000 consisted of approximately $96,000 of gross
losses net of $36,000 of gross gains. For the three months ended March 31, 2008
net realized loss from sales of marketable securities of approximately $31,000
consisted of approximately $108,000 of gross losses net of $77,000 of gross
gains.
Investment
gains and losses on marketable securities may fluctuate significantly from
period to period in the future and could have a significant impact on the
Company's net earnings. However, the amount of investment gains or losses on
marketable securities for any given period has no predictive value and
variations in amount from period to period have no practical analytical
value.
5. OTHER
INVESTMENTS
As of
March 31, 2009, the Company’s portfolio of other investments had an aggregate
carrying value of $3.6 million. The Company has committed to fund an
additional $1.0 million as required by agreements with the
investees. The carrying value of these investments is equal to
contributions less distributions and loss valuation
adjustments. During the three months ended March 31, 2009 the Company
contributed approximately $89,000 toward these commitments and received cash
distributions from these investments of $255,000 primarily from the liquidation
of one stock fund.
(8)
HMG/COURTLAND
PROPERTIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
Net
income from other investments for the three months ended March 31, 2009 and
2008, is summarized below:
|
|
2009
|
|
|
2008
|
|
Partnership
owning diversified businesses
|
|
|
- |
|
|
$ |
7,000 |
|
Venture
capital fund – technology
|
|
$ |
3,000 |
|
|
|
- |
|
Income
from investment in 49% owned affiliate (T.G.I.F. Texas,
Inc.)
|
|
|
16,000 |
|
|
|
25,000 |
|
Total
net income from other investments
|
|
$ |
19,000 |
|
|
$ |
32,000 |
|
During
the three months ended March 31, 2009 cash distributions of $244,000 were
received from the redemption of a stock fund. This distribution was
recorded as a reduction in the carrying value of the investment. There was no
other significant activity relating to the Company’s other investments during
the three months ended March 31, 2009 and 2008.
6. INTEREST
RATE SWAP CONTRACT
The
Company is exposed to interest rate risk through its borrowing
activities. In order to minimize the effect of changes in interest
rates, the Company has entered into an interest rate swap contract under which
the Company agrees to pay an amount equal to a specified rate of 7.57% times a
notional principal approximating the outstanding loan balance, and to receive in
return an amount equal to 2.45% plus the one-month LIBOR Rate times the same
notional amount. The Company designated this interest rate swap
contract as a cash flow hedge. As of March 31, 2009 and December 31,
2008 the fair value (net of 50% minority interest) of the cash flow hedge was a
loss of approximately $974,000 and $1,078,000, respectively, which has been
recorded as other comprehensive income (loss) and will be reclassified into
earnings in the same period or periods during which the hedged transaction
affects earnings.
The
following tables present the required disclosures in accordance with SFAS
161:
(9)
HMG/COURTLAND
PROPERTIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
Fair Values of Derivative
Instruments:
|
Liability Derivative
|
|
March 31, 2009
|
December 31, 2008
|
|
Balance
Sheet
Location
|
Fair
Value
|
Balance
Sheet
Location
|
Fair
Value
|
Derivatives
designated as hedging instruments under Statement 133:
|
|
|
|
|
|
|
|
|
|
Interest
rate swap contract
|
Liabilities
|
$1,948,000
|
Liabilities
|
$2,156,000
|
Total
derivatives designated as hedging instruments under Statement
133
|
|
$1,948,000
|
|
$2,156,000
|
The Effect of Derivative
Instruments on the Statements of Comprehensive Income
for the Three Months Ended
March 31, 2009 and 2008:
Derivatives in Statement 133 Cash Flow Hedging
Relationships
|
Amount
of Gain or (Loss)
Recognized
in OCI on
Derivative
(Effective
Portion)
|
|
For
the three
Months
ended
March 31, 2009
|
|
For
the three
Months
ended
March 31, 2008
|
|
|
|
|
Interest
rate swap contracts
|
$104,000
|
|
($272,500)
|
Total
|
$104,000
|
|
($272,500)
|
|
|
|
|
(10)
HMG/COURTLAND
PROPERTIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
7. FAIR VALUE
INSTRUMENTS
In
accordance with SFAS 157, the Company measures cash equivalents, marketable
securities, other investments and interest rate swap contract at fair value. Our
cash equivalents, marketable securities and interest rate swap contract are
classified within Level 1 or Level 2. This is because our cash equivalents,
marketable securities and interest rate swap are valued using quoted market
prices or alternative pricing sources and models utilizing market observable
inputs. Our other investments are classified within Level 3 because they are
valued using valuation models which use some inputs that are unobservable and
supported by little or no market activity and are significant.
Assets
and liabilities measured at fair value on a recurring basis are summarized
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurement at reporting date using
|
|
Description
|
|
March 31,
2009
|
|
|
Quoted Prices in Active
Markets for Identical Assets
(Level
1)
|
|
|
Significant Other
Observable Inputs
(Level
2)
|
|
|
Significant
Unobservable Inputs
(Level
3)
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Time
deposits
|
|
$ |
151,000 |
|
|
|
— |
|
|
$ |
151,000 |
|
|
|
— |
|
Money
market mutual funds
|
|
|
1,712,000 |
|
|
|
1,712,000 |
|
|
|
— |
|
|
|
— |
|
Cash
equivalents – restricted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
market mutual funds
|
|
|
2,392,000 |
|
|
|
2,392,000 |
|
|
|
— |
|
|
|
— |
|
Marketable
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
debt securities
|
|
|
1,380,000 |
|
|
|
— |
|
|
|
1,380,000 |
|
|
|
— |
|
Marketable
equity securities
|
|
|
1,744,000 |
|
|
|
1,744,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
7,379,000 |
|
|
$ |
5,848,000 |
|
|
$ |
1,531,000 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
rate swap contract
|
|
$ |
1,948,000 |
|
|
$ |
— |
|
|
$ |
1,948,000 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
$ |
1,948,000 |
|
|
$ |
— |
|
|
$ |
1,948,000 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets measured at fair value on a
nonrecurring basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
March 31,
2009
|
|
Quoted Prices in Active
Markets for Identical Assets
(Level
1)
|
|
Significant Other
Observable Inputs
(Level
2)
|
|
Significant
Unobservable Inputs
(Level
3)
|
|
Investment
in various technology related partnerships
|
|
$
|
303,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
303,000
|
|
No other
than temporary impairments were recognized for the three months ended March 31,
2009.
(11)
HMG/COURTLAND
PROPERTIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
8. SEGMENT
INFORMATION
The
Company has three reportable segments: Real estate rentals; Food and Beverage
sales; and Other investments and related income. The Real estate and
rentals segment primarily includes the leasing of its Grove Isle property,
marina dock rentals at both Monty’s and Grove Isle marinas, and the leasing of
office and retail space at its Monty’s property. The Food and
Beverage sales segment consists of the Monty’s restaurant
operation. Lastly, the Other investment and related income segment
includes all of the Company’s other investments, marketable securities, loans,
notes and other receivables and the Grove Isle spa operations which individually
do not meet the criteria as a reportable segment.
|
|
|
For
the three months ended
March
31,
|
|
|
|
|
2009
|
|
|
2008
|
|
Net Revenues:
|
|
|
|
|
|
|
|
Real
estate and marina rentals
|
|
$ |
888,000 |
|
|
$ |
854,000 |
|
Food
and beverage sales
|
|
|
1,884,000 |
|
|
|
1,916,000 |
|
Spa
revenues
|
|
|
139,000 |
|
|
|
223,000 |
|
|
Total
Net Revenues
|
|
$ |
2,911,000 |
|
|
$ |
2,993,000 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income
taxes:
|
|
|
|
|
|
|
|
|
Real
estate and marina rentals
|
|
$ |
113,000 |
|
|
$ |
137,000 |
|
Food
and beverage sales
|
|
|
88,000 |
|
|
|
94,000 |
|
Other
investments and related income
|
|
|
(482,000 |
) |
|
|
(527,000 |
) |
Total
net loss attributable to HMG/Courtland Properties, Inc. before income
taxes
|
|
$ |
(281,000 |
) |
|
$ |
(296,000 |
) |
|
|
|
|
|
|
|
|
|
|
(12)
HMG/COURTLAND
PROPERTIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
9. INCOME
TAXES
We
adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109” (“FIN 48”), on January 1,
2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in an enterprise’s financial statements in accordance with FASB Statement 109,
“Accounting for Income Taxes”, and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition.
Based on
our evaluation, we have concluded that there are no significant uncertain tax
positions requiring recognition in our consolidated financial statements. Our
evaluation was performed for the tax years ended December 31, 2005, 2006,
2007 and 2008, the tax years which remain subject to examination by major tax
jurisdictions as of March 31, 2009.
We may
from time to time be assessed interest or penalties by major tax jurisdictions,
although any such assessments historically have been minimal and immaterial to
our financial results. In the event we have received an assessment for interest
and/or penalties, it has been classified in the consolidated financial
statements as selling, general and administrative expense.
(13)
Item
2. Management's Discussion and Analysis
of Financial
Condition and
Results of Operations
RESULTS OF
OPERATIONS
The
Company reported a net loss attributable to HMG/Courtland Properties, Inc. of
approximately $246,000 ($.24 per share) and $255,000 ($.25 per share) for the
three months ended March 31, 2009 and 2008, respectively.
As
discussed further below, total revenues for the three months ended March 31,
2009 as compared with the same period in 2008, decreased by approximately
$82,000 or 3%. Total expenses for the three months ended March 31,
2009, as compared with the same period in 2008, decreased by approximately
$62,000 or 2%.
REVENUES
Rentals
and related revenues for the three months ended March 31, 2009 as compared with
the same period in 2008 increased by $46,000 (11%). Approximately $33,000 of the
increase was due to increased rental revenue from the Monty’s retail
space. The remaining portion of the increase was due to increase rent
from Grove Isle as a result of inflation adjustments to base rent.
Restaurant
operations:
Summarized
statements of income for the Company’s Monty’s restaurant for the three months
ended March 31, 2009 and 2008 is presented below:
Summarized
statements of income of Monty’s restaurant
|
Three
months ended March 31, 2009
|
Percentage
of sales
|
Three
months ended March 31, 2008
|
Percentage
of sales
|
Revenues:
|
|
|
|
|
Food
and Beverage Sales
|
$1,884,000
|
100%
|
$1,915,000
|
100%
|
Expenses:
|
|
|
|
|
Cost
of food and beverage sold
|
475,000
|
25.2%
|
514,000
|
26.8%
|
Labor,
entertainment and related costs
|
408,000
|
21.7%
|
410,000
|
21.4%
|
Other
food and beverage direct costs
|
78,000
|
4.1%
|
70,000
|
3.7%
|
Other
operating costs
|
142,000
|
7.5%
|
105,000
|
5.5%
|
Insurance
|
78,000
|
4.1%
|
79,000
|
4.1%
|
Management
and accounting fees
|
35,000
|
1.9%
|
35,000
|
1.8%
|
Utilities
|
57,000
|
3.0%
|
66,000
|
3.5%
|
Rent
(as allocated)
|
178,000
|
9.5%
|
182,000
|
9.5%
|
Total
Expenses
|
1,451,000
|
77.0%
|
1,461,000
|
76.3%
|
|
|
|
|
|
Income
before depreciation
|
$433,000
|
23.0%
|
$454,000
|
23.7%
|
For the
three months ended March 31, 2009 as compared with the same period in 2008
restaurant sales decreased slightly by approximately $31,000 (or 2%), with food
sales decreasing by $73,000 (or 6%) and beverage sales increasing $42,000 (or
6%).
For the
three months ended March 31, 2009 as compared with the same period in 2008 other
operating expenses increased by approximately $37,000 (or 35%) primarily as a
result of an increase of $24,000 in repairs and maintenance
expenses.
(14)
Management's
Discussion and Analysis of Financial
Condition
and Results of Operations (continued)
Marina
operations:
Summarized
and combined statements of income for marina operations:
(The
Company owns 50% of the Monty’s marina and 95% of the Grove Isle
marina)
|
Combined
marina operations
|
Combined
marina operations
|
Summarized
statements of income of marina operations
|
Three
months ended March 31, 2009
|
Three
months ended March 31, 2008
|
Revenues:
|
|
|
Monty’s
dockage fees and related
|
$310,000
|
$332,000
|
Grove
Isle marina slip owners dues and dockage fees
|
131,000
|
121,000
|
Total
marina revenues
|
441,000
|
453,000
|
Expenses:
|
|
|
Labor
and related costs
|
60,000
|
56,000
|
Insurance
|
45,000
|
47,000
|
Management
fees
|
20,000
|
20,000
|
Bay
bottom lease
|
59,000
|
63,000
|
Repairs
and maintenance
|
44,000
|
38,000
|
Other
|
23,000
|
12,000
|
Total
Expenses
|
251,000
|
236,000
|
|
|
|
Income
before interest and depreciation
|
$190,000
|
$217,000
|
Monty’s
dockage and related revenue for the three months ended March 31, 2009 as
compared to the same period in 2008 decreased by approximately $22,000 or 7% as
the result of the general decline in marina and related activity experienced
industry wide. Marina expenses for the three months ended March 31, 2009 as
compared to the same period in 2008 remained consistent with the exception of
other expenses which increased by approximately $11,000 (or 90%) primarily due
to increased utilities expenses as a result of decreased electrical pass through
charges to marina tenants due to decline in dockage rentals.
Spa
operations:
Below are
summarized statements of income for Grove Isle spa operations for the three
months ended March 31, 2009 and 2008. The Company owns 50% of the
Grove Isle Spa with the other 50% owned by an affiliate of Grand Heritage, the
tenant of the Grove Isle Resort:
Summarized
statements of income of spa operations
|
Three
months ended March 31, 2009
|
Three
months ended March 31, 2008
|
Revenues:
|
|
|
Services
provided
|
$126,000
|
$210,000
|
Membership
and other
|
13,000
|
13,000
|
Total
spa revenues
|
139,000
|
223,000
|
Expenses:
|
|
|
Cost
of sales
|
32,000
|
61,000
|
Salaries,
wages and related
|
47,000
|
62,000
|
Other
operating expenses
|
38,000
|
35,000
|
Management
and administrative fees
|
8,000
|
10,000
|
Other
non-operating expenses
|
8,000
|
12,000
|
Total
Expenses
|
133,000
|
180,000
|
|
|
|
Income
before depreciation
|
$6,000
|
$43,000
|
(15)
Item 2. Management's Discussion and Analysis of Financial
Condition
and Results of Operations (continued)
Spa
revenues for the three months ended March 31, 2009 as compared with the same
period in 2008 decreased by $84,000 (or 38%) due to a decline in hotel guests
and demand for spa services.
Net realized and
unrealized loss from investments in marketable
securities:
Net
realized and unrealized loss from investments in marketable securities for the
three months ended March 31, 2009 and 2008 was approximately $160,000 and
$188,000, respectively. For further details refer to Note 4 to
Condensed Consolidated Financial Statements (unaudited).
Net income from other
investments:
Net
income from other investments for the three months ended March 31, 2009 and 2008
was approximately $19,000 and $32,000, respectively. For further
details refer to Note 5 to Condensed Consolidated Financial Statements
(unaudited).
EXPENSES
Expenses
for rental and other properties for the three months ended March 31, 2009 and
2008 were $198,000 and $133,000, respectively. This increase of
$65,000 (or 49%) was primarily due to increased repairs and maintenance at Grove
Isle in connection with the change of tenants which occurred in November
2008.
For
comparisons of all food and beverage related expenses refer to Restaurant
Operations (above) summarized statement of income for Monty’s
restaurant.
For
comparisons of all marina related expenses refer to Marina Operations (above)
for summarized and combined statements of income for marina
operations.
For
comparisons of all spa related expenses refer to Spa Operations (above) for
summarized statements of income for spa operations.
Interest
expense for the three months ended March 31, 2009 and 2008 were $280,000 and
$355,000, respectively. This decrease of $75,000 (or 21%) was
primarily due to decreased interest rates.
EFFECT OF
INFLATION:
Inflation
affects the costs of operating and maintaining the Company's
investments. In addition, rentals under certain leases are based in
part on the lessee's sales and tend to increase with inflation, and certain
leases provide for periodic adjustments according to changes in predetermined
price indices.
LIQUIDITY, CAPITAL
EXPENDITURE REQUIREMENTS AND CAPITAL RESOURCES
The
Company's material commitments in 2009 primarily consist of maturities of debt
obligations of approximately $4.2 million and commitments to fund private
capital investments of approximately $1 million due upon demand. The
funds necessary to meet these obligations are expected to be available from the
proceeds of sales of properties or investments, refinancing, distributions from
investments and available cash. The maturing debt obligations for 2009 primarily
consists of the note payable to the Company’s 49% owned affiliate, T.G.I.F.
Texas, Inc. (“TGIF”) of approximately $3.7 million which is due on
demand. The obligation due to TGIF will be paid with funds available
from distributions from the Company’s investment in TGIF and from available
cash.
(16)
Management's
Discussion and Analysis of Financial
Condition
and Results of Operations (continued)
MATERIAL COMPONENTS OF CASH
FLOWS
For the
three months ended March 31, 2009, net cash provided by operating activities was
approximately $216,000. This was primarily from the Company’s rental operations
cash flow.
For the
three months ended March 31, 2009, net cash provided by investing activities was
approximately $79,000. This consisted primarily of approximately $290,000 in net
proceeds from sales of marketable securities and distributions from other
investment of $255,000. These sources of funds were partially offset
by purchases of marketable securities of $280,000, additions to loans receivable
of $100,000 and contributions to other investments of $89,000.
For the
three months ended March 31, 2009, net cash used in financing activities was
approximately $187,000 consisting of repayments of mortgage notes
payable.
Item
3. Quantitative and
Qualitative Disclosures about Market Risk
Not
applicable
Item
4T. Controls and
Procedures
(a)
|
Evaluation
of Disclosure Controls and
Procedures.
|
Our Chief
Executive Officer and Chief Financial Officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined in the
Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this Quarterly Report on Form 10-Q have concluded that, based
on such evaluation, our disclosure controls and procedures were effective and
designed to ensure that material information relating to us and our consolidated
subsidiaries, which we are required to disclose in the reports we file or submit
under the Securities Exchange Act of 1934, was made known to them by others
within those entities and reported within the time periods specified in the
SEC's rules and forms.
(b)
|
Changes
in Internal Control Over Financial
Reporting.
|
There
were no changes in the Company's internal controls over financial reporting
identified in connection with the evaluation of such internal control over
financial reporting that occurred during our last fiscal quarter which have
materially affected, or reasonably likely to materially affect, our internal
control over financial reporting.
(17)
PART
II. OTHER INFORMATION
Item
1. Legal
Proceedings: None.
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds:
(c) The
following table presents information regarding the shares of our common stock we
purchased during each of the three calendar months ended March 31,
2009.
Period
|
|
Total
Number of Shares Purchased
|
|
|
Average
Price Paid per Share
|
|
|
Total
Number of Shares Purchased as Part of Publicly Announced Plan
(1)
|
|
|
Maximum
Dollar Value of Shares That May Yet Be Purchased Under the Plan
(1)
|
|
January
1 – 31 2009
|
|
|
1,100
|
|
|
$
|
3.71
|
|
|
|
4,080
|
|
|
$
|
291,115
|
|
February
1 – 28 2009
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
291,115
|
|
March
1 – 31 2009
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
291,115
|
|
1.
|
We
have one program, which was announced in November 2008 after approval by
our Board of Directors, to repurchase up to $300,000 of outstanding shares
of our common stock from time to time in the open market at prevailing
market prices or in privately negotiated transactions. All of
the shares we purchased during these periods were purchased on the open
market pursuant to this program. The repurchased shares of
common stock will be held in treasury and used for general corporate
purposes. This program has no expiration
date.
|
Item 3. Defaults
Upon Senior Securities: None.
Item 4. Submission
of Matters to a Vote of Security Holders: None
Item 5. Other
Information: None
(a) Certifications
pursuant to 18 USC Section 1350-Sarbanes-Oxley Act of 2002. Filed
herewith.
(18)
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: May
13, 2009
|
/s/
Lawrence Rothstein
|
|
President,
Treasurer and Secretary
|
|
Principal
Financial Officer
|
|
|
|
|
|
|
|
|
Dated: May
13, 2009
|
/s/Carlos
Camarotti
|
|
Vice
President- Finance and Controller
|
|
Principal
Accounting
Officer
|
(19)