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, 2010
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)
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Delaware
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59-1914299
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1870 S. Bayshore Drive, Coconut Grove, Florida
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33133
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(Address of principal executive offices)
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(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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
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.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the exchange Act). Yes [ ] No [X]
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.
1,021,383 Common shares were outstanding as of May 13, 2010.
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
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March 31, 2010 (Unaudited) and December 31, 2009
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Condensed Consolidated Statements of Comprehensive Income for the
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Three Months Ended March 31, 2010 and 2009 (Unaudited)
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Condensed Consolidated Statements of Cash Flows for the
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Three Months Ended March 31, 2010 and 2009 (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
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Condition and Results of Operations
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Item 3. Quantitative and Qualitative Disclosures About Market Risks
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Item 4. 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. Removed and Reserved.
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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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December 31,
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2010
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2009
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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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$ |
7,565,435 |
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$ |
7,653,850 |
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Hotel, club and spa facility
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3,779,114 |
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3,864,491 |
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Marina properties
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2,271,819 |
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2,319,387 |
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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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13,644,057 |
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13,865,417 |
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Cash and cash equivalents
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3,331,736 |
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1,909,218 |
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Cash and cash equivalents-restricted
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2,402,105 |
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2,401,546 |
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Investments in marketable securities
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3,360,686 |
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4,508,433 |
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Other investments
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3,738,308 |
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3,524,246 |
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Investment in affiliate
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2,899,869 |
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2,881,394 |
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Loans, notes and other receivables
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671,435 |
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722,210 |
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Notes and advances due from related parties
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586,226 |
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590,073 |
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Deferred taxes
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386,000 |
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458,000 |
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Goodwill
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7,728,627 |
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7,728,627 |
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Other assets
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629,981 |
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787,662 |
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TOTAL ASSETS
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$ |
39,379,030 |
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$ |
39,376,826 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Mortgages and notes payable
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$ |
18,231,020 |
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$ |
18,470,448 |
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Accounts payable and accrued expenses
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1,182,743 |
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1,056,827 |
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Interest rate swap contract payable
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1,252,000 |
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1,144,000 |
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Total Liabilities
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20,665,763 |
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20,671,275 |
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Common stock, $1 par value; 1,200,000 shares authorized;1,023,955 shares issued
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1,023,955 |
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1,023,955 |
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Excess common stock, $1 par value; 100,000 shares authorized; no shares issued
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- |
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- |
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Additional paid-in capital
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24,313,341 |
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24,313,341 |
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Less: Treasury stock, 2,572 shares at cost
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(8,881 |
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(8,881 |
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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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(52,012,311 |
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(52,109,035 |
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Accumulated other comprehensive loss
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(626,000 |
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(572,000 |
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Total stockholders’ equity
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14,262,224 |
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14,219,500 |
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Non-controlling interests
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4,451,043 |
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4,486,051 |
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Total Equity
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18,713,267 |
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18,705,551 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ |
39,379,030 |
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$ |
39,376,826 |
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See notes to the condensed consolidated financial statements
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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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2010
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2009
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Real estate rentals and related revenue
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$ |
463,622 |
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$ |
447,409 |
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Food & beverage sales
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1,493,912 |
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1,884,016 |
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Marina revenues
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432,099 |
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440,568 |
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Spa revenues
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108,615 |
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138,937 |
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Total revenues
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2,498,248 |
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2,910,930 |
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EXPENSES
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Operating expenses:
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Rental and other properties
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164,263 |
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197,680 |
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Food and beverage cost of sales
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416,982 |
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475,023 |
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Food and beverage labor and related costs
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363,657 |
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408,480 |
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Food and beverage other operating costs
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474,809 |
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567,418 |
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Marina expenses
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243,443 |
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251,093 |
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Spa expenses
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95,135 |
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133,409 |
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Depreciation and amortization
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281,610 |
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340,732 |
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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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95,553 |
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78,691 |
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Professional fees and expenses
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74,782 |
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50,252 |
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Directors' fees and expenses
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29,213 |
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25,902 |
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Total operating expenses
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2,494,447 |
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2,783,680 |
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Interest expense
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259,922 |
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280,317 |
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Total expenses
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2,754,369 |
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3,063,997 |
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Loss before other income (loss) and income taxes
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(256,121 |
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(153,067 |
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OTHER INCOME (LOSS)
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Net realized and unrealized gains (losses) from investments in marketable securities
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127,480 |
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(160,430 |
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Net income from other investments
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198,276 |
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18,712 |
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Interest, dividend and other income
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118,081 |
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85,622 |
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Total other income (loss)
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443,837 |
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(56,096 |
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Income (loss) before income taxes
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187,716 |
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(209,163 |
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Provision for (benefit from) income taxes
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72,000 |
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(35,000 |
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Net Income (loss)
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115,716 |
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(174,163 |
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Less: Net income attributable to non-controlling interests
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18,992 |
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72,240 |
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Net income (loss) attributable to the Company
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$ |
96,724 |
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$ |
(246,403 |
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OTHER COMPREHENSIVE INCOME (LOSS):
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Unrealized (loss) gain on interest rate swap agreement
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$ |
(54,000 |
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$ |
104,000 |
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Total other comprehensive (loss) income
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$ |
(54,000 |
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$ |
104,000 |
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Comprehensive income (loss)
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$ |
42,724 |
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$ |
(142,403 |
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Net Income (loss) Per Common Share:
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Basic and diluted
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$ |
.09 |
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$ |
(.24 |
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Weighted average common shares outstanding-basic and diluted
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1,021,408 |
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1,023,919 |
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See notes to the condensed consolidated financial statements
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HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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Three months ended March 31,
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2010
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2009
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income (loss) attributable to the Company
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$ |
96,724 |
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$ |
(246,403 |
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Adjustments to reconcile net income (loss) attributable to the Company to net cash provided by operating activities:
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Depreciation and amortization
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281,610 |
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340,732 |
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Net income from other investments
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(198,276 |
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(18,712 |
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Net (gain) loss from investments in marketable securities
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(127,480 |
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160,430 |
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Net loss attributable to non-controlling interests
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18,992 |
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72,240 |
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Deferred income tax provision (benefit)
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72,000 |
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(35,000 |
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Changes in assets and liabilities:
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Other assets and other receivables
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135,935 |
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(13,760 |
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Accounts payable and accrued expenses
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125,916 |
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(44,011 |
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Total adjustments
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308,697 |
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461,919 |
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Net cash provided by operating activities
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405,421 |
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215,516 |
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchases and improvements of properties
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(54,702 |
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(52,206 |
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Decrease in notes and advances from related parties
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3,847 |
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51,325 |
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Additions in mortgage loans and notes receivables
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- |
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(100,571 |
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Collections of mortgage loans and notes receivables
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66,975 |
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3,000 |
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Distributions from other investments
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231,239 |
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255,418 |
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Contributions to other investments
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(265,500 |
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(88,500 |
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Net proceeds from sales and redemptions of securities
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1,456,976 |
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290,113 |
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Increase in investments in marketable securities
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(181,750 |
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(279,750 |
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Net cash provided by investing activities
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1,257,085 |
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78,829 |
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Repayment of mortgages and notes payables
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(239,428 |
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(181,626 |
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Deposits to restricted cash
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(560 |
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(1,341 |
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Purchase of treasury stock
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- |
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(4,080 |
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Net cash used in financing activities
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(239,988 |
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(187,047 |
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Net increase in cash and cash equivalents
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1,422,518 |
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|
107,298 |
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Cash and cash equivalents at beginning of the period
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1,909,218 |
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3,369,577 |
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Cash and cash equivalents at end of the period
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$ |
3,331,736 |
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$ |
3,476,875 |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
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Cash paid during the period for interest
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$ |
260,000 |
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$ |
280,000 |
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Cash paid during the period for income taxes
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|
- |
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- |
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See notes to the condensed consolidated financial statements
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HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES
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, 2009. The balance sheet as of December 31, 2009 was derived from audited financial statements as of that date. The results of operations for the three months ended March 31, 2010 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 PRONOUNCEMENTS
Recently Adopted Accounting Standards
ASU No. 2009-17, “Consolidations (Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” (“ASU 2009-17”)
ASU 2009-17 amends prior guidance to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. ASU 2009-17 requires additional disclosures about the reporting entity’s involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its affect on the entity’s consolidated financial statements. The provisions of ASU 2009-17 became effective on January 1, 2010 and did not have a significant impact on the Company’s consolidated financial statements.
ASU No. 2010-06, “Fair Value Measurements and Disclosures – Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”)
ASU 2010-06 amends ASC Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, and requires reporting entities to disclose (1) the amount of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers, and (2) separate information about purchases, sales, issuance and settlements in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). ASU 2010-06 also requires reporting entities to provide fair value measurement disclosures for each class of assets and liabilities and disclose the inputs and valuation techniques for fair value measurements that fall within Levels 2 and 3 of the fair value hierarchy. These disclosures and clarification are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuance, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The provisions of ASU 2010-06 became effective on January 1, 2010 and did not have a significant impact on the Company’s consolidated financial statements.
ASU No. 2010-09, “Subsequent Events – Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”)
ASU 2010-09 amends ASC Subtopic 855-10, “Subsequent Events – Overall” (“ASC 855-10”) and requires an SEC filer to evaluate subsequent events through the date that the consolidated financial statements are issued but removed the requirement to disclose this date in the notes to the entity’s consolidated financial statements. The amendments are effective upon issuance of the final update and accordingly, the Company has adopted the provisions of ASU 2010-09 during the quarter ended March 31, 2010. The adoption of these provisions did not have a significant impact on the Company’s consolidated financial statements.
ASU No. 2009-16, “Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets.” (“ASU 2009-16”)
ASU 2009-16 amends prior accounting guidance to enhance reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. ASU 2009-16 eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. ASU 2009-16 also requires additional disclosures about all continuing involvements with transferred financial assets including information about gains and losses resulting from transfers during the period. The provisions of ASU 2009-16 became effective on January 1, 2010 and did not have a significant impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards
ASU No. 2009-13, “Revenue Recognition (Topic 605) – Multiple-Deliverable Revenue Arrangements (A Consensus of the FASB Emerging Issues Task Force)” (“ASU 2009-13”)
ASU 2009-13 requires the use of the relative selling price method when allocating revenue in these types of arrangements. This method allows a vendor to use its best estimate of selling price if neither vendor specific objective evidence nor third party evidence of selling price exists when evaluating multiple deliverable arrangements. This standard update is effective January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements.
ASU No. 2009-14, “Software (Topic 985) – Certain Revenue Arrangements That Include Software Elements (A Consensus of the FASB Emerging Issues Task Force)” (“ASU 2009-14”)
ASU 2009-14 requires tangible products that contain software and non-software elements that work together to deliver the products essential functionality to be evaluated under the accounting standard regarding multiple deliverable arrangements. This standard update is effective January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. The Company does not expect that this standard update will have a significant impact on its consolidated financial statements.
ASU No. 2010-11, “Derivatives and Hedging (Topic 815) - Scope Exception Related to Embedded Credit Derivatives.” (“ASU 2010-11”)
ASU 2010-11 clarifies that the only form of an embedded credit derivative that is exempt from embedded derivative bifurcation requirements are those that relate to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The provisions of ASU 2010-11 will be effective on July 1, 2010 and are not expected to have a significant impact on the Company’s consolidated financial statements.
ASU 2010-13, "Compensation - Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades." (“ASU 2010-13”)
ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2010 and are not expected to have a significant impact on the Company’s consolidated financial statements.
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, 2010 and 2009 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, 2010
|
|
|
For the three months ended
March 31, 2009
|
|
| |
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Food and Beverage Sales
|
|
$ |
1,494,000 |
|
|
$ |
1,884,000 |
|
|
Marina dockage and related
|
|
|
304,000 |
|
|
|
310,000 |
|
|
Retail/mall rental and related
|
|
|
152,000 |
|
|
|
135,000 |
|
|
Total Revenues
|
|
|
1,950,000 |
|
|
|
2,329,000 |
|
| |
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Cost of food and beverage sold
|
|
|
417,000 |
|
|
|
475,000 |
|
|
Labor and related costs
|
|
|
318,000 |
|
|
|
355,000 |
|
|
Entertainers
|
|
|
46,000 |
|
|
|
53,000 |
|
|
Other food and beverage related costs
|
|
|
137,000 |
|
|
|
154,000 |
|
|
Other operating costs
|
|
|
70,000 |
|
|
|
67,000 |
|
|
Repairs and maintenance
|
|
|
53,000 |
|
|
|
122,000 |
|
|
Insurance
|
|
|
142,000 |
|
|
|
150,000 |
|
|
Management fees
|
|
|
61,000 |
|
|
|
63,000 |
|
|
Utilities
|
|
|
53,000 |
|
|
|
64,000 |
|
|
Ground rent
|
|
|
209,000 |
|
|
|
221,000 |
|
|
Interest
|
|
|
206,000 |
|
|
|
224,000 |
|
|
Depreciation
|
|
|
183,000 |
|
|
|
193,000 |
|
|
Total Expenses
|
|
|
1,895,000 |
|
|
|
2,141,000 |
|
| |
|
|
|
|
|
|
|
|
|
Net Income
|
|
$ |
55,000 |
|
|
$ |
188,000 |
|
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 gain (loss) from investments in marketable securities for the three months ended March 31, 2010 and 2009 is summarized below:
| |
|
Three Months Ended March 31,
|
|
|
Description
|
|
2010
|
|
|
2009
|
|
|
Net realized gain (loss) from sales of securities
|
|
$ |
246,000 |
|
|
$ |
(60,000 |
) |
|
Unrealized net loss in trading securities
|
|
|
(118,000 |
) |
|
|
(100,000 |
) |
|
Total net gain (loss) from investments in marketable securities
|
|
$ |
128,000 |
|
|
$ |
(160,000 |
) |
For the three months ended March 31, 2010 net realized gain from sales of marketable securities of approximately $246,000 consisted of approximately $267,000 of gross gains net of $21,000 of gross losses. 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.
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, 2010, the Company’s portfolio of other investments had an aggregate carrying value of approximately $3.7 million. The Company has committed to fund an additional $904,000 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, 2010 the Company made one new investment in an alternative focus private equity fund for $250,000 and contributed an additional $16,000 toward fulfilling capital commitments on another investment. Cash distributions received from other investments for the three months ended March 31, 2010 totaled approximately $231,000 and were primarily from one investment in a privately owned partnership owning diversified operating companies, and from which the company recognized a gain of approximately $177,000.
Net income from other investments for the three months ended March 31, 2010 and 2009, is summarized below:
| |
|
2010
|
|
|
2009
|
|
|
Partnership owning diversified businesses
|
|
$ |
177,000 |
|
|
|
- |
|
|
Venture capital fund – technology
|
|
|
3,000 |
|
|
$ |
3,000 |
|
|
Income from investment in 49% owned affiliate (T.G.I.F. Texas, Inc.)
|
|
|
18,000 |
|
|
|
16,000 |
|
|
Total net income from other investments
|
|
$ |
198,000 |
|
|
$ |
19,000 |
|
The following tables present gross unrealized losses and fair values for those investments that were in an unrealized loss position as of March 31, 2010 and December 31, 2009, aggregated by investment category and the length of time that investments have been in a continuous loss position:
| |
|
As of March 31, 2010
|
|
| |
|
Less than 12 Months
|
|
|
Greater than 12 Months
|
|
|
Total
|
|
|
Investment Description
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
|
Partnerships owning investments in technology related industries
|
|
$ |
316,000 |
|
|
$ |
(10,000 |
) |
|
$ |
80,000 |
|
|
$ |
(30,000 |
) |
|
$ |
396,000 |
|
|
$ |
(40,000 |
) |
|
Partnerships owning diversified businesses
|
|
|
554,000 |
|
|
|
(113,000 |
) |
|
|
97,000 |
|
|
|
(15,000 |
) |
|
|
651,000 |
|
|
|
(128,000 |
) |
|
Partnerships owning real estate and related investments
|
|
|
271,000 |
|
|
|
(175,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
271,000 |
|
|
|
(175,000 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,141,000 |
|
|
$ |
(298,000 |
) |
|
$ |
177,000 |
|
|
$ |
(45,000 |
) |
|
$ |
1,318,000 |
|
|
$ |
(343,000 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
As of December 31, 2009
|
|
| |
|
Less than 12 Months
|
|
|
Greater than 12 Months |
|
|
Total
|
|
|
Investment Description
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
|
Fair Value |
|
|
Unrealized
Loss
|
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
|
Partnerships owning investments in technology related industries
|
|
$ |
17,000 |
|
|
$ |
(9,000 |
) |
|
$ |
80,000 |
|
|
$ |
(30,000 |
) |
|
$ |
97,000 |
|
|
$ |
(39,000 |
) |
|
Partnerships owning diversified businesses
|
|
|
425,000 |
|
|
|
(105,000 |
) |
|
|
100,000 |
|
|
|
(15,000 |
) |
|
|
525,000 |
|
|
|
(120,000 |
) |
|
Partnerships owning real estate and related investments
|
|
|
281,000 |
|
|
|
(164,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
281,000 |
|
|
|
(164,000 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
723,000 |
|
|
$ |
(278,000 |
) |
|
$ |
180,000 |
|
|
$ |
(45,000 |
) |
|
$ |
903,000 |
|
|
$ |
(323,000 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s amortized cost basis.
In accordance with ASC Topic 320-10-65, Recognition and Presentation of Other-Than-Temporary Impairments as of March 31, 2010 the Company does not consider any of its investments to be other-than-temporarily impaired. And there were no OTTI impairment valuation adjustments for the three months ended March 31, 2010 and 2009.
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, 2010 and December 31, 2009 the fair value of the cash flow hedge was a loss of approximately $1,252,000 and $1,144,000, respectively, which has been recorded as other comprehensive income (loss) and will be reclassified to interest expense over the life of the contract.
The following tables present the required disclosures in accordance with ASC Topic 815-10:
Fair Values of Derivative Instruments:
| |
Liability Derivative
|
|
| |
March 31, 2010
|
|
December 31, 2009
|
|
| |
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
Interest rate swap contract
|
Liabilities
|
|
$ |
1,252,000 |
|
Liabilities
|
|
$ |
1,144,000 |
|
|
Total derivatives designated as hedging instruments under ASC Topic 815
|
|
|
$ |
1,252,000 |
|
|
|
$ |
1,144,000 |
|
The Effect of Derivative Instruments on the Statements of Comprehensive Income
for the Three Months Ended March 31, 2010 and 2009:
|
Derivatives in ASC Topic 815 Cash Flow Hedging Relationships
|
|
Amount of Gain or (Loss)
Recognized in OCI on
Derivative
(Effective Portion)
|
|
| |
|
For the three
Months ended
March 31, 2010
|
|
|
For the three
Months ended
March 31, 2009
|
|
|
Interest rate swap contracts
|
|
$ |
(54,000 |
) |
|
$ |
104,000 |
|
|
Total
|
|
$ |
(54,000 |
) |
|
$ |
104,000 |
|
| |
|
|
|
|
|
|
|
|
7. FAIR VALUE INSTRUMENTS
In accordance with ASC Topic 820, 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,
2010
|
|
|
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
|
|
$ |
103,000 |
|
|
|
— |
|
|
$ |
103,000 |
|
|
|
— |
|
|
Money market mutual funds
|
|
|
1,997,000 |
|
|
$ |
1,997,000 |
|
|
|
— |
|
|
|
— |
|
|
Cash equivalents – restricted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market mutual funds
|
|
|
2,402,000 |
|
|
|
2,402,000 |
|
|
|
— |
|
|
|
— |
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
|
950,000 |
|
|
|
— |
|
|
|
950,000 |
|
|
|
— |
|
|
Marketable equity securities
|
|
|
2,411,000 |
|
|
|
2,411,000 |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
7,863,000 |
|
|
$ |
6,810,000 |
|
|
$ |
1,053,000 |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contract
|
|
$ |
1,252,000 |
|
|
$ |
— |
|
|
$ |
1,252,000 |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$ |
1,252,000 |
|
|
$ |
— |
|
|
$ |
1,252,000 |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets measured at fair value on a nonrecurring basis are summarized below:
|
Description
|
|
March 31,
2010
|
|
|
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
|
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
|
Total Loss
|
|
|
Investment in various technology related partnerships
|
|
$ |
515,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
515,000 |
|
|
$ |
846,000 |
|
|
Investment in various partnerships investing in diversified businesses
|
|
|
495,000 |
|
|
|
— |
|
|
|
— |
|
|
|
495,000 |
|
|
|
130,000 |
|
|
Investment in various partnerships owning real estate
|
|
|
75,000 |
|
|
|
— |
|
|
|
— |
|
|
|
75,000 |
|
|
|
75,000 |
|
|
Total
|
|
$ |
1,085,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,085,000 |
|
|
$ |
1,051,000 |
|
No other than temporary impairments were recognized for the three months ended March 31, 2010.
The Company’s investments in five technology and communication related partnerships with a pre adjustment aggregate carrying value of approximately $1,361,000 have been written down to fair value of approximately $515,000. Approximately $150,000 out of the total loss of $846,000 was recorded in the fourth quarter of 2009 and $696,000 was recorded in years prior to 2008.
The Company’s investments in two private partnerships which invest in diversified businesses with an aggregate pre adjustment carrying value of approximately $625,000 were written down to fair value of $495,000 in the fourth quarter of 2009 with a resulting loss of $130,000 was reported in 2009 as an other than temporary impairment loss.
The Company’s investment in a private partnerships owning real estate with an aggregate pre adjustment carrying value of $150,000 was written down to fair value of $75,000 in the fourth quarter of 2009. The resulting impairment loss of $75,000 was reported in 2009 as an other than temporary impairment loss.
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,
|
|
| |
|
2010
|
|
|
2009
|
|
|
Net revenues:
|
|
|
|
|
|
|
|
Real estate and marina rentals
|
|
$ |
896,000 |
|
|
$ |
888,000 |
|
|
Food and beverage sales
|
|
|
1,494,000 |
|
|
|
1,884,000 |
|
|
Spa revenues
|
|
|
108,000 |
|
|
|
139,000 |
|
|
Total net revenues
|
|
$ |
2,498,000 |
|
|
$ |
2,911,000 |
|
| |
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes:
|
|
|
|
|
|
|
|
|
|
Real estate and marina rentals
|
|
$ |
293,000 |
|
|
$ |
113,000 |
|
|
Food and beverage sales
|
|
|
(72,000 |
) |
|
|
88,000 |
|
|
Other investments and related income
|
|
|
(52,000 |
) |
|
|
(482,000 |
) |
|
Total net loss before income taxes attributable to the Company
|
|
$ |
169,000 |
|
|
$ |
(281,000 |
) |
| |
|
|
|
|
|
|
|
|
9. INCOME TAXES
We adopted the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” on January 1, 2007. This topic clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with ASC Topic 740, “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. Topic 740-10 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, 2006, 2007, 2008 and 2009, the tax years which remain subject to examination by major tax jurisdictions as of March 31, 2010.
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.
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS
The Company reported net income of approximately $97,000 ($.09 per share) for the three months ended March 31, 2010. For the three months ended March 31, 2009 the Company reported a net loss of approximately $246,000 ($.24 per share).
As discussed further below, total revenues for the three months ended March 31, 2010 as compared with the same period in 2009, decreased by approximately $413,000 or 14%. Total expenses for the three months ended March 31, 2010, as compared with the same period in 2009, decreased by approximately $310,000 or 10%.
REVENUES
Rentals and related revenues for the three months ended March 31, 2010 as compared with the same period in 2009 increased by $16,000 (4%), primarily due to increased rental revenue from the Monty’s retail space.
Restaurant operations:
Summarized statements of income for the Company’s Monty’s restaurant for the three months ended March 31, 2010 and 2009 is presented below:
|
Summarized statements of income of
Monty’s restaurant
|
Three months ended
March 31, 2010
|
Percentage of sales
|
Three months ended
March 31, 2009
|
Percentage of sales
|
|
Revenues:
|
|
|
|
|
|
Food and beverage sales
|
$1,494,000
|
100%
|
$1,884,000
|
100%
|
|
Expenses:
|
|
|
|
|
|
Cost of food and beverage sold
|
417,000
|
27.9%
|
475,000
|
25.2%
|
|
Labor, entertainment and related costs
|
364,000
|
24.3%
|
408,000
|
21.7%
|
|
Other food and beverage direct costs
|
61,000
|
4.1%
|
78,000
|
4.1%
|
|
Other operating costs
|
113,000
|
7.6%
|
142,000
|
7.5%
|
|
Insurance
|
71,000
|
4.8%
|
78,000
|
4.1%
|
|
Management and accounting fees
|
35,000
|
2.3%
|
35,000
|
1.9%
|
|
Utilities
|
58,000
|
3.9%
|
57,000
|
3.0%
|
|
Rent (as allocated)
|
137,000
|
9.2%
|
178,000
|
9.5%
|
|
Total Expenses
|
1,256,000
|
84.1%
|
1,451,000
|
77.0%
|
| |
|
|
|
|
|
Income before depreciation
|
$238,000
|
15.9%
|
$433,000
|
23.0%
|
For the three months ended March 31, 2010 as compared with the same period in 2009 restaurant sales decreased by approximately $390,000 (or 21%), with food sales decreasing by $202,000 (or 18%) and beverage sales decreasing $188,000 (or 24%). The decline in sales is believed to be as a result of decreased tourism due to the general downturn in the local and national economy. The first quarter 2010 also saw unusually cold weather for South Florida which contributed to the lower demand for outside restaurant dining.
For the three months ended March 31, 2010 as compared with the same period in 2009 food and beverage cost of sales decreased by $58,000 (or 12%) and food and beverage labor and related costs decreased by $44,000 (or 11%) as a result of decreased sales. And for the same comparable periods food and beverage other operating expenses decreased by $29,000 (or 20%) primarily as a result of decrease repairs and maintenance expenses.
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, 2010
|
|
|
Three months ended March 31, 2009
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Monty’s dockage fees and related
|
|
$ |
304,000 |
|
|
$ |
310,000 |
|
|
Grove Isle marina slip owners dues and dockage fees
|
|
|
128,000 |
|
|
|
131,000 |
|
|
Total marina revenues
|
|
|
432,000 |
|
|
|
441,000 |
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Labor and related costs
|
|
|
62,000 |
|
|
|
60,000 |
|
|
Insurance
|
|
|
48,000 |
|
|
|
45,000 |
|
|
Management fees
|
|
|
20,000 |
|
|
|
20,000 |
|
|
Bay bottom lease
|
|
|
59,000 |
|
|
|
59,000 |
|
|
Repairs and maintenance
|
|
|
37,000 |
|
|
|
44,000 |
|
|
Other
|
|
|
17,000 |
|
|
|
23,000 |
|
|
Total Expenses
|
|
|
243,000 |
|
|
|
251,000 |
|
| |
|
|
|
|
|
|
|
|
|
Income before interest and depreciation
|
|
$ |
189,000 |
|
|
$ |
190,000 |
|
There were no significant changes for the three months ended March 31, 2010 as compared to the same period in 2009.
Spa operations:
Below are summarized statements of income for Grove Isle spa operations for the three months ended March 31, 2010 and 2009. 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, 2010
|
|
|
Three months ended March 31, 2009
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Services provided
|
|
$ |
90,000 |
|
|
$ |
121,000 |
|
|
Membership and other
|
|
|
19,000 |
|
|
|
18,000 |
|
|
Total spa revenues
|
|
|
109,000 |
|
|
|
139,000 |
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
12,000 |
|
|
|
32,000 |
|
|
Salaries, wages and related
|
|
|
36,000 |
|
|
|
47,000 |
|
|
Other operating expenses
|
|
|
34,000 |
|
|
|
38,000 |
|
|
Management and administrative fees
|
|
|
6,000 |
|
|
|
8,000 |
|
|
Other non-operating expenses
|
|
|
7,000 |
|
|
|
8,000 |
|
|
Total Expenses
|
|
|
95,000 |
|
|
|
133,000 |
|
| |
|
|
|
|
|
|
|
|
|
Income before depreciation
|
|
$ |
14,000 |
|
|
$ |
6,000 |
|
Spa revenues for the three months ended March 31, 2010 as compared with the same period in 2009 decreased by $30,000 (or 22%) due to continued decline in demand for spa services at Grove Isle.
Net realized and unrealized gain (loss) from investments in marketable securities:
Net realized and unrealized gain (loss) from investments in marketable securities for the three months ended March 31, 2010 and 2009 was approximately $128,000 and ($160,000), 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, 2010 and 2009 was approximately $198,000 and $19,000, 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, 2010 and 2009 were $164,000 and $198,000, respectively. This decrease of $34,000 (or 17%) was primarily due to decreased repairs and maintenance expenses relating to the Grove Isle property.
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, 2010 and 2009 were $260,000 and $280,000, respectively. This decrease of $20,000 (or 7%) was primarily due to decreased loan balances.
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 primarily consist of maturities of debt obligations of approximately $8.0 million in 2010 and contributions committed to other investments of approximately $900,000 due upon demand. The funds necessary to meet these obligations are expected from the proceeds from the sales of properties or investments, bank construction loan, refinancing of existing bank loans, distributions from investments and available cash.
Included in the maturing debt obligations for 2010 is the bank mortgage note payable on the Grove Isle property which matures in September 2010. The Company is in the process of refinancing this loan and expects to do so prior to maturity.
Also included in the maturing debt obligations for 2010 is a note payable to the Company’s 49% owned affiliate, T.G.I.F. Texas, Inc. (“TGIF”) of approximately $3.6 million due on demand. The obligation due to TGIF will be paid with funds available from distributions from its investment in TGIF and from available cash.
MATERIAL COMPONENTS OF CASH FLOWS
For the three months ended March 31, 2010, net cash provided by operating activities was approximately $405,000. This was primarily from the Company’s rental operations cash flow.
For the three months ended March 31, 2010, net cash provided by investing activities was approximately $1,257,000. This consisted primarily of approximately $1,457,000 in net proceeds from sales of marketable securities, distributions from other investment of $231,000 and collections of notes receivable of $70,000. These sources of funds were partially offset by purchases of marketable securities of $182,000, contributions to other investments of $265,000 and additions to fixed assets of $55,000.
For the three months ended March 31, 2010, net cash used in financing activities was approximately $240,000 consisting of repayments of mortgage notes payable.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable
Item 4.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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a co-defendant in two lawsuits in the circuit court in Miami Dade County Florida. These cases arose from claims by a condominium association and resident seeking a declaratory judgment regarding certain provisions of the declaration of condominium relating to the Grove Isle Club and the developer. The Company believes that the claims are without merit and intends to vigorously defend its position. The ultimate outcome of this litigation cannot presently be determined. However, in management’s opinion the likelihood of a material adverse outcome is remote. Accordingly, adjustments, if any that might result from the resolution of this matter have not been reflected in the financial statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds: None
Item 3. Defaults Upon Senior Securities: None.
Item 4. Removed and Reserved
Item 5. Other Information: None
(a) Certifications pursuant to 18 USC Section 1350-Sarbanes-Oxley Act of 2002. Filed herewith.
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, 2010
|
/s/ Lawrence Rothstein
|
| |
President, Treasurer and Secretary
|
| |
Principal Financial Officer
|
| |
|
|
Dated: May 13, 2010
|
/s/Carlos Camarotti
|
| |
Vice President- Finance and Controller
|
| |
Principal Accounting Officer
|