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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended July 31, 2002 Commission File No. 0-8862
----------
First Hartford Corporation
(Exact name of registrant as
specified in its charter)
Maine 01-0185800
(State of Incorporation) (I.R.S. Employer
Identification No.)
149 Colonial Road, Manchester, Connecticut 06040
(Address of principal executive offices) (Zip Code)
(860) 646-6555
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES |_| NO |X|
As of November 8, 1997, 3,089,985 shares of common stock of the Registrant
were outstanding.
FIRST HARTFORD CORPORATION
INDEX
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Auditor's Review Letter 1
Consolidated Balance Sheets -
July 31, 2002 and April 30, 2002 2 & 3
Consolidated Statements of Operations
Three Months Ended July 31, 2002 and
Three Months Ended July 31, 2001 4
Consolidated Statements of Cash Flows
Three Months Ended July 31, 2002 and
Three Months Ended July, 31, 2001 5 & 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
PART II. OTHER INFORMATION
Signatures 13
[LETTERHEAD OF KOSTIN, RUFFKESS & COMPANY, LLC]
To the Board of Directors
First Hartford Corporation and Subsidiaries
INDEPENDENT AUDITORS' REPORT
We have reviewed the accompanying consolidated balance sheet of First Hartford
Corporation and Subsidiaries as of July 31, 2002, and the related consolidated
statements of operations, and cash flows or the three months then ended. These
consolidated financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with auditing
standards generally accepted in the United States of America, the objective of
which is the expression of an opinion regarding the consolidated financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements in order for them
to be in conformity with accounting principles generally accepted in the United
States of America.
/s/ Kostin, Ruffkess & Company, LLC
Farmington, Connecticut
October 7, 2002
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
Assets July 31, April 30,
2002 2002
----------- -----------
Real Estate and equipment:
Developed properties $20,630,451 $20,630,451
Equipment and leasehold improvements 139,145 135,869
----------- -----------
20,769,596 20,766,320
Less accumulated depreciation and
amortization 2,324,848 2,208,584
----------- -----------
18,444,748 18,557,736
Properties under construction and
investment in undeveloped properties 201,604 6,500
and investments ----------- -----------
18,646,352 18,564,236
Cash 196,257 67,748
Accounts receivable, less allowance
for doubtful accounts of $30,129 and
$130 respectively 110,489 227,911
Deposits, escrows, and prepaid and
deferred expenses 1,566,529 1,769,745
Investment in affiliates 547,592 547,592
Due from related parties and affiliates 3,215,236 2,954,856
Deferred Tax Assets 1,700,000 1,700,000
----------- -----------
$25,982,455 $25,832,088
=========== ===========
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PART I - FINANCIAL INFORMATION
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
July 31, April 30,
2002 2002
------------ ------------
Liabilities:
Mortgages, notes payable and
capital lease obligations:
Mortgages payable $ 23,370,767 23,507,331
Notes Payable:
Other 4,057,881 3,418,659
------------ ------------
27,428,648 26,925,990
Accounts payable 1,309,516 1,572,972
Accrued Liabilities 574,584 670,284
Other Liabilities 632,500 632,500
Deferred Income 255,187 331,438
Due to Related Parties and affiliated
partnerships 1,880,853 1,702,215
------------ ------------
32,081,288 31,835,399
Shareholders' equity (deficiency):
Common stock, $1 par; authorized
6,000,000 shares; issued 3,322,213
shares 3,322,213 3,322,213
Capital in excess of par 4,857,645 4,857,645
Deficit (12,210,567) (12,115,045)
------------ ------------
(4,030,709) (3,935,187)
Less 232,228 shares of common stock
held in treasury, at cost 2,068,124 2,068,124
------------ ------------
(6,098,833) (6,003,311)
$ 25,982,455 $ 25,832,088
============ ============
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FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
Three Months Ended
------------------
July 31, 2002 July 31, 2001
------------- -------------
Revenues, Including Related
Party Respectively:
Sale of Real Estate $ -0- $ 860,000
Construction 193,682 38,829
Rental 885,907 880,656
Other 275,516 61,969
---------- ----------
1,355,105 1,841,454
Costs and Expenses:
Cost of Sales Real Estate -0- 27,511
Construction 133,860 33,340
Operating, selling, general
and administrative 545,556 458,715
Interest 504,000 487,114
Depreciation and amortization 126,888 124,425
Real estate taxes 140,322 163,048
---------- ----------
1,450,626 1,294,153
---------- ----------
Net Income Gain (Loss) $ (95,521) $ 547,301
========== ==========
Income Per Share $ (0.03) $ 0.18
========== ==========
Weighted Average Number of Common
Shares Outstanding 3,089,985 3,089,985
========== ==========
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FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
JULY 31, 2002
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash flows from operating 3 months ended 3 months ended
activities: July 31, 2002 July 31, 2001
-------------- --------------
Net Profit (Loss) $ (95,521) $ 547,301
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation 116,264 116,541
Amortization 10,624 7,884
Gain on Sale of Real Estate -0- (859,990)
Changes in assets and liabilities:
Increase in:
Accounts and Notes Receivable 117,422 804,203
Deposits, escrows, prepaid and
deferred expenses 192,592 (3,424)
Accrued liabilities (171,951) (297,720)
Decrease in:
Accounts payable (263,456) (726,066)
--------- ---------
Net cash used in operating activities (94,026) (411,271)
--------- ---------
Cash flows from investing activities:
Purchase of Equipment (3,276) (3,923)
Payments for:
Additions to Properties under
construction (195,104) (17,167)
--------- ---------
Net Cash used in investing activities ($198,380) ($ 21,090)
---------
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FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS, CONTINUED
JULY 31, 2001
Cash flows from financing 3 months ended 3 months ended
activities: July 31, 2002 July 31, 2001
-------------- --------------
Proceeds from:
Mortgage Payable 281,517 --
Notes Payable 400,000 170,000
Principal payments on:
Mortgages payable (128,859) (86,670)
Notes payable (50,000) (649,642)
Gross proceeds from sale of Real
Estate -- 860,000
Repayment to related parties and
affiliated partnerships (81,743) 61,428
--------- ---------
Net Cash provided by financing
activities 420,915 355,116
--------- ---------
Net increase (decrease) in cash
and cash equivalents 128,509 (77,245)
Cash and cash equivalents, beginning
of year 67,748 91,371
--------- ---------
Cash and cash equivalents,
end of year $ 196,257 $ 14,126
========= =========
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Summary of Significant Account Policies:
Description of business:
First Hartford Corporation (the Company) was incorporated in Maine in
1909, and is engaged in the purchase, development, ownership, management and
sale of real estate. The Company extends credit to companies/tenants throughout
the United States.
Principles of consolidation:
The accompanying financial statements include the accounts of the Company
and its wholly-owned subsidiaries, including partnerships in which the Company
is a majority owner or has substantial control. All significant intercompany
transactions and accounts have been eliminated in the consolidated financial
statements, including construction revenues and costs of development for the
Company's own use (rental/future sale). The Company records its investment in
partnerships in which it is not a majority owner on the equity method.
Construction revenue and cost for minority interests are also eliminated.
Financial Statement Presentation:
Because the Company is engaged in the development and sale of real estate
in various stages of construction, the operating cycle may extend beyond one
year. Accordingly, following the usual practice of the real estate industry, the
accompanying consolidated balance sheets are unclassified.
Revenue recognition:
Since the Company is primarily involved in development for its own use
(rental/future sale), construction revenue is recorded only upon sale of the
property built for sale to third parties. Revenues from projects built for third
parties are recognized on the percentage-of-completion method of accounting
based on costs incurred to date in relation to total actual costs and estimated
costs to complete. Revisions in costs and profit estimates are reflected in
operations during the accounting period in which the facts become known. The
Company provides for estimated losses on contracts in the year such losses
become known. There are no properties built for sale to third parties during the
reporting period.
Rental revenues are recognized as income under the operating method as the
rentals become due. Other income includes management and service fees and
interest income which is recognized over the period in which the service is
provided or the interest is earned.
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Interim Financial Information (Unaudited)
The interim financial statements of the Company for the three months ended July
31, 2002 and 2001 included herein, have been prepared by the Company, without
audit, pursuant to the rules and regulations of the SEC. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principals generally accepted in the United States of
America have been condensed or omitted pursuant to the rules and regulations
relating to interim financial statements.
Item 2. FIRST HARTFORD CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Result of Operations
The quarter ended July 31, 2002 resulted in a loss of ($95,521) or (.03)
per share compared to a gain of $547,301 or .18 per share. The prior years
quarter had a gain on the sale of Real Estate which, if eliminated, would have
been in a loss of ($285,142) or (.09) a share. The current quarter has bonus
management fee from an affiliate of $200,000 (.06) per share. In the prior year,
$100,000 was picked up in the quarter ended January 31, 2002. If both of these
gains were eliminated, each quarter would have lost (.09) per share.
Capital resource and liquidity have always been a major impediment of the
Company. Reputation, industry contacts and capital resources are the key
elements of the real estate development business. Management has continued to
explore new lenders and believes we will continue to find capital resources at
reasonable rates. Liquidity is worked on a daily basis through tight cash
management and the Company believes that will be adequate.
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CERTIFICATIONS
Certification requirements set forth in Section 302 (a) of the Sarbanes-Oxley
Act.
I, Neil H. Ellis, certify that:
1. I have reviewed this quarterly report on Form 10Q of First Hartford
Corporation.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for the years presented in this
quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining internal controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
A. designed such internal controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared.
B. evaluated the effectiveness of the registrant's internal controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
C. presented in this quarterly report our conclusions about the
effectiveness of the internal controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions);
9
A. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in
internal controls; and
B. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
I am responsible for preparing the Company's consolidated financial statements
and the other information that appears in this Form 10Q. I believe that the
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America
appropriate in the circumstances to reflect, in all material respects, the
substance of events and transactions that should be included, and that the other
information in this Form 10Q is consistent with those statements. In preparing
the consolidated financial statements, management makes informed judgments and
estimates of the expected effects of events and transactions that are currently
being accounted for.
In meeting its responsibility for the reliability of the consolidated financial
statements, I depend on the Company's system of internal accounting controls.
This system is designed to provide reasonable assurance that assets are
safeguarded and transactions are executed in accordance with management's
authorization, and are recorded properly to permit the preparation of
consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America.
Date: October 11, 2002
/s/ Neil H. Ellis
- -------------------------------------
Neil H. Ellis
President and Chief Executive Officer
10
CERTIFICATIONS
Certification requirements set forth in Section 302 (a) of the Sarbanes-Oxley
Act.
I, Stuart I. Greenwald, certify that:
1. I have reviewed this quarterly report on Form 10Q of First Hartford
Corporation.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for the years presented in this
quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining internal controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
A. designed such internal controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared.
B. evaluated the effectiveness of the registrant's internal controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
C. presented in this quarterly report our conclusions about the
effectiveness of the internal controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions);
11
A. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in
internal controls; and
B. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
I am responsible for preparing the Company's consolidated financial statements
and the other information that appears in this Form 10Q. I believe that the
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America
appropriate in the circumstances to reflect, in all material respects, the
substance of events and transactions that should be included, and that the other
information in this Form 10Q is consistent with those statements. In preparing
the consolidated financial statements, management makes informed judgments and
estimates of the expected effects of events and transactions that are currently
being accounted for.
In meeting its responsibility for the reliability of the consolidated financial
statements, I depend on the Company's system of internal accounting controls.
This system is designed to provide reasonable assurance that assets are
safeguarded and transactions are executed in accordance with management's
authorization, and are recorded properly to permit the preparation of
consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America.
Date: October 11, 2002
/s/ Stuart I. Greenwald
- -------------------------------------
Stuart I. Greenwald
Treasurer
12
PART II - OTHER INFORMATION
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST HARTFORD CORPORATION
/s/ Stuart Greenwald
------------------------------
Stuart Greenwald
Treasurer
Chief Financial Officer
(Duly Authorized Officer,
Principal Financial and
Accounting Officer)
Date: 10/10/02
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