Delaware
|
59-1914299
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
1870 S. Bayshore
Drive, Coconut
Grove, Florida
|
33133
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
Smaller
reporting company [x]
|
(Do
not check if a smaller reporting company)
|
PAGE
|
||
NUMBER
|
||
PART
I.
|
Financial
Information
|
|
Item
1. Financial Statements
|
||
Condensed
Consolidated Balance Sheets as of March 31, 2009 (Unaudited) and December
31, 2008
|
||
Condensed
Consolidated Statements of Comprehensive Income for the Three Months Ended
March 31, 2009 and 2008 (Unaudited)
|
||
Condensed
Consolidated Statements of Cash Flows for the Three Months Ended March 31,
2009 and 2008 (Unaudited)
|
||
Notes
to Condensed Consolidated Financial Statements (Unaudited)
|
||
Item
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
|
||
Item
3. Quantitative and Qualitative Disclosures About Market
Risks
|
||
Item
4T. Controls and Procedures
|
||
PART
II.
|
Other
Information
|
|
Item
1. Legal Proceedings
|
||
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
||
Item
3. Defaults Upon Senior Securities
|
||
Item
4. Submission of Matters to a Vote of Security
Holders
|
||
Item
5. Other Information
|
||
Item
6. Exhibits
|
||
Signatures
|
HMG/COURTLAND PROPERTIES,
INC. AND SUBSIDIARIES
|
||||||||
CONDENSED CONSOLIDATED BALANCE
SHEETS
|
March
31,
|
December
31,
|
||||||
2009
|
2008
|
|||||||
ASSETS
|
(UNAUDITED)
|
|||||||
Investment
properties, net of accumulated depreciation:
|
||||||||
Commercial
properties
|
$ | 7,833,030 | $ | 7,961,765 | ||||
Commercial
properties- construction in progress
|
46,026 | - | ||||||
Hotel,
club and spa facility
|
4,200,585 | 4,338,826 | ||||||
Marina
properties
|
2,506,528 | 2,566,063 | ||||||
Land
held for development
|
27,689 | 27,689 | ||||||
Total
investment properties, net
|
14,613,858 | 14,894,343 | ||||||
Cash
and cash equivalents
|
3,476,875 | 3,369,577 | ||||||
Cash
and cash equivalents-restricted
|
2,391,771 | 2,390,430 | ||||||
Investments
in marketable securities
|
3,124,598 | 3,295,391 | ||||||
Other
investments
|
3,569,456 | 3,733,101 | ||||||
Investment
in affiliate
|
2,963,197 | 2,947,758 | ||||||
Loans,
notes and other receivables
|
754,642 | 621,630 | ||||||
Notes
and advances due from related parties
|
536,358 | 587,683 | ||||||
Deferred
taxes
|
401,000 | 366,000 | ||||||
Goodwill
|
7,728,627 | 7,728,627 | ||||||
Other
assets
|
858,814 | 888,535 | ||||||
TOTAL
ASSETS
|
$ | 40,419,196 | $ | 40,823,075 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Mortgages
and notes payable
|
$ | 19,115,934 | $ | 19,297,560 | ||||
Accounts
payable and accrued expenses
|
1,533,104 | 1,577,115 | ||||||
Interest
rate swap contract payable
|
1,948,000 | 2,156,000 | ||||||
Total
Liabilities
|
22,597,038 | 23,030,675 | ||||||
Preferred
stock, $1 par value; 2,000,000 shares
|
||||||||
authorized;
none issued
|
- | - | ||||||
Excess
common stock, $1 par value; 500,000 shares authorized;
|
||||||||
none
issued
|
- | - | ||||||
Common
stock, $1 par value; 1,500,000 shares authorized;
|
||||||||
1,317,535
shares issued as of March 31, 2009 and
|
||||||||
December
31, 2008
|
1,317,535 | 1,317,535 | ||||||
Additional
paid-in capital
|
26,585,595 | 26,585,595 | ||||||
Less: Treasury
stock, at cost (296,152 and 294,952 shares as of
|
||||||||
March
31, 2009 and December 31, 2008, respectively)
|
(2,574,715 | ) | (2,570,635 | ) | ||||
Undistributed
gains from sales of properties, net of losses
|
41,572,120 | 41,572,120 | ||||||
Undistributed
losses from operations
|
(52,270,179 | ) | (52,023,776 | ) | ||||
Accumulated
other comprehensive loss
|
(974,000 | ) | (1,078,000 | ) | ||||
Total
stockholders’ equity
|
13,656,356 | 13,802,839 | ||||||
Noncontrolling
interests
|
4,165,802 | 3,989,561 | ||||||
Total
Equity
|
17,822,158 | 17,792,400 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 40,419,196 | $ | 40,823,075 | ||||
See
notes to the condensed consolidated financial statements
|
HMG/COURTLAND PROPERTIES, INC AND
SUBSIDIARIES
|
||||||||
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
|
||||||||
Three
months ended
March
31,
|
||||||||
REVENUES
|
2009
|
2008
|
||||||
Real
estate rentals and related revenue
|
$ | 447,409 | $ | 401,737 | ||||
Food
& beverage sales
|
1,884,016 | 1,915,386 | ||||||
Marina
revenues
|
440,568 | 452,642 | ||||||
Spa
revenues
|
138,937 | 223,214 | ||||||
Total
revenues
|
2,910,930 | 2,992,979 | ||||||
EXPENSES
|
||||||||
Operating
expenses:
|
||||||||
Rental
and other properties
|
197,680 | 133,118 | ||||||
Food
and beverage cost of sales
|
475,023 | 513,646 | ||||||
Food
and beverage labor and related costs
|
408,480 | 410,225 | ||||||
Food
and beverage other operating costs
|
567,418 | 537,473 | ||||||
Marina
expenses
|
251,093 | 236,258 | ||||||
Spa
expenses
|
133,409 | 179,947 | ||||||
Depreciation
and amortization
|
340,732 | 334,895 | ||||||
Adviser's
base fee
|
255,000 | 255,000 | ||||||
General
and administrative
|
78,691 | 78,705 | ||||||
Professional
fees and expenses
|
50,252 | 62,545 | ||||||
Directors'
fees and expenses
|
25,902 | 28,750 | ||||||
Total
operating expenses
|
2,783,680 | 2,770,562 | ||||||
Interest
expense
|
280,317 | 355,428 | ||||||
Total
expenses
|
3,063,997 | 3,125,990 | ||||||
Loss
before other loss and income taxes
|
(153,067 | ) | (133,011 | ) | ||||
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 | ) | ||||
Loss
before income taxes
|
(209,163 | ) | (200,161 | ) | ||||
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 | ) | |||||
Comprehensive
loss
|
$ | (142,403 | ) | $ | (527,121 | ) | ||
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
|
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
|
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 |
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 | ) |
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 |
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
|
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)
|
|
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 | $ | — | ||||||||
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
|
|
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 | ) | |||
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%
|
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
|
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
|
(a)
|
Evaluation
of Disclosure Controls and
Procedures.
|
(b)
|
Changes
in Internal Control Over Financial
Reporting.
|
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.
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HMG/COURTLAND PROPERTIES,
INC.
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Dated: May
13, 2009
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/s/
Lawrence Rothstein
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President,
Treasurer and Secretary
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Principal
Financial Officer
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Dated: May
13, 2009
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/s/Carlos
Camarotti
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Vice
President- Finance and Controller
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Principal
Accounting
Officer
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