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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 October 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
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Independent Auditor's Review Letter 1
Consolidated Balance Sheets -
October 31, 2002 and April 30, 2002 2 & 3
Consolidated Statements of Operations
For the Six Months and Three Months
Ended October 31, 2002 and 2001 4
Consolidated Statements of Cash Flows
For the Six Months and Three Months
Ended October 31, 2002 and 2001 5 & 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8 - 10
PART II. OTHER INFORMATION
Signatures 17
[LETTERHEAD OF KOSTIN, RUFFKESS & COMPANY, LLC.]
To the Board of Directors
First Hartford Corporation and Subsidiaries
INDEPENDENT ACCOUNTANTS' REPORT
We have reviewed the accompanying consolidated balance sheet of First Hartford
Corporation and Subsidiaries as of October 31, 2002 and October 31, 2001, and
the related consolidated statements of operations, and cash flows for the three
months and six 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
December 13, 2002
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
Assets Oct. 31, April 30,
2002 2002
----------- -----------
Real Estate and equipment:
Developed properties $20,633,769 $20,630,451
Equipment and leasehold improvements 106,185 135,869
----------- -----------
20,739,954 20,766,320
Less accumulated depreciation and
amortization 2,404,901 2,208,584
----------- -----------
18,335,053 18,557,736
Properties under construction and
investment in undeveloped properties
and investments 309,897 6,500
----------- -----------
18,644,950 18,564,236
Cash 128,257 67,748
Accounts receivable, less allowance
for doubtful accounts of $30,129
and $50,129 respectively 49,193 227,911
Deposits, escrows, and prepaid and
deferred expenses 1,406,442 1,769,745
Investment in affiliates 547,592 547,592
Due from related parties and affiliates, and
investment in affiliated partnership 968,274 2,954,856
Deferred Tax Assets 1,700,000 1,700,000
----------- -----------
$23,444,708 $25,832,088
=========== ===========
2
PART I - FINANCIAL INFORMATION
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
Oct. 31, April 30,
2002 2002
------------ ------------
Liabilities:
Mortgages, notes payable
and capital lease obligations:
Mortgages payable 23,268,329 23,507,331
Notes Payable:
Other 2,888,286 3,418,659
------------ ------------
26,156,615 26,925,990
Accounts payable 1,028,222 1,572,972
Accrued Liabilities 424,212 670,284
Deferred Income 1,078,299 331,438
Other Liabilities 674,404 632,500
Due to Related Parties and affiliated
partnerships 434,263 1,702,215
------------ ------------
29,796,015 31,835,399
Commitment and Contingencies
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 (12,463,041) (12,115,045)
------------ ------------
(4,283,183) (3,935,187)
Less 232,228 shares of common stock
held in treasury, at cost 2,068,124 2,068,124
------------ ------------
(6,351,307) (6,003,311)
------------ ------------
$ 23,444,708 $ 25,832,088
============ ============
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FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE SIX MONTHS AND THREE MONTHS ENDED OCTOBER 31, 2002 AND 2001
(Unaudited)
Six Months Ended Three Months Ended
---------------- ------------------
October 31, 2002 October 31, 2001 October 31, 2002 October 31, 2001
---------------- ---------------- ---------------- ----------------
Revenues, Including Related
Party Respectively:
Sale of Real Estate $ -0- $ 860,000 $ -0- $ -0-
Construction 274,762 95,953 81,080 57,124
Rental 1,712,098 1,801,629 826,191 920,973
Other 315,362 713,365 39,846 651,396
Non-Recurring Items 183,456 -0- 183,456 -0-
----------- ---------- ----------- ---------
2,485,678 3,470,947 1,130,573 1,629,493
Costs and Expenses:
Cost of Sales Real Estate -0- 102,511 -0- 75,000
Construction 242,545 75,488 108,685 42,148
Operating, selling, general
and administrative 1,037,037 1,263,119 491,481 804,404
Interest 1,008,625 1,005,453 504,625 518,339
Depreciation and amortization 253,514 250,180 126,626 125,755
Real estate taxes 291,953 262,800 151,631 99,752
----------- ---------- ----------- ---------
2,833,674 2,959,551 1,383,048 1,665,398
----------- ---------- ----------- ---------
Net Income Gain (Loss) ($347,996) $ 511,396 ($252,475) ($35,905)
=========== ========== =========== =========
Income Per Share ($0.11) $ 0.17 ($0.08) ($0.01)
Weighted Average Number of Common
Shares Outstanding 3,089,985 3,089,985 3,089,985 3,089,985
=========== ========== =========== =========
4
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS AND THREE MONTHS ENDED OCTOBER 31, 2002 AND 2001
Cash flows from operating 6 months ended 3 months ended
activities: 10/31/02 10/31/01 10/31/02 10/31/01
--------- ----------- --------- -----------
Net Income (Loss) ($347,996) $ 511,396 ($252,475) ($35,905)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation 232,504 232,534 116,240 115,993
Amortization 21,010 17,646 10,386 9,762
Gain on sale of real estate -0- (859,990) -0- -0-
Changes in assets and liabilities:
Increase (Decrease) in:
Accounts and notes receivable 178,718 199,484 61,296 (604,719)
Deposits, escrows, prepaid and
deferred expenses 342,293 (1,371,790) 149,701 (1,368,366)
Accrued liabilities and
deferred income 500,789 32,982 672,740 330,702
Other liabilities 41,904 -0- 41,904 -0-
(Increase) Decrease in:
Acct's payable (544,750) (956,795) (281,294) (230,729)
--------- ----------- --------- -----------
Net cash used in operating activities 424,472 (2,194,533) 518,498 (1,783,262)
--------- ----------- --------- -----------
Cash flow from investing activities:
Purchases of Investments -0- 221,096 -0- 221,096
Purchase of equipment & leasehold
improvements (16,007) (3,923) (12,731) -0-
Payments for:
Additions to properties
under construction (297,211) (104,825) (102,107) (87,658)
--------- ----------- --------- -----------
Net Cash provided by
investing activities: (313,218) 112,348 (114,838) 133,438
--------- ----------- --------- -----------
The accompanying notes are an integral part
of these financial statements.
5
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS, CONTINUED
FOR THE SIX MONTHS AND THREE MONTHS ENDED OCTOBER 31, 2002 AND 2001
6 months ended 3 months ended
10/31/02 10/31/01 10/31/02 10/31/01
----------- ----------- ----------- -----------
Cash flows from operating activities:
Proceeds from:
Mortgage Payable $ 313,034 2,000,000 31,517 2,000,000
Notes Payable 840,000 170,000 440,000 -0-
Principal payments on:
Mortgage Payable (268,110) (175,811) (139,251) (89,139)
Notes Payable (1,654,298) (899,642) (1,604,298) (250,000)
Gross Proceeds Sale of Real
Estate -0- 860,000 -0- -0-
Advances from Related Parties and
affiliated Parties 718,629 203,147 800,372 141,717
----------- ----------- ----------- -----------
Net Cash Provided by Financing
Activities (50,745) 2,157,694 (471,660) 1,802,578
----------- ----------- ----------- -----------
Net Increase (Decrease) in cash
& Cash Equivalents 60,509 75,509 (68,000) 152,754
Cash & Cash Equivalents
Beginning of Period 67,748 91,371 196,257 14,126
----------- ----------- ----------- -----------
Cash & Cash Equivalents
End of Period $ 128,257 $ 166,880 $ 128,257 $ 166,880
=========== =========== =========== ===========
The accompanying notes are an integral part
of these financial statements.
6
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. 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.
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
periods ended October 31, 2002 and 2001.
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.
7
Interim Financial Information (Unaudited)
The interim financial statements of the Company for the three months ended
October 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
The financial and business analysis below provides information which the
Company believes is relevant to an assessment and understanding of the Company's
consolidated financial position and results of operations. This financial and
business analysis should be read in conjunction with the consolidated financial
statements and related notes.
The following discussion and certain other sections of this Report on Form
10-Q contain statements reflecting the Company's views about its future
performance and constitute "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. These views may involve risks and
uncertainties that are difficult to predict and may cause the Company's actual
results to differ materially from the results discussed in such forward-looking
statements. Readers should consider that various factors including changes in
general economic conditions, interests rates and availability of funds, nature
of competition and relationships with key customers may affect the Company's
performance. The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or other.
Result of Operations
The quarter ended October 31, 2002 resulted in a loss of $252,495 (.08)
per share compared to a loss of $35,905 (.01) for the quarter ended October 31,
2001. The current result included a Non-Recurring income item of $183,456 which
results from a settlement of some very old accounts payable. These items were
not from the cost of any property currently owned.
This disparity in income is explained as follows:
8
Construction income - net of construction cost was a loss of $27,000
compared to a $15,000 profit. This resulted from a slight mismatch between
income and expense between quarters. The six month period is a much better
gauge. Construction income and expenses are eliminated for all items that come
into inventory either as a wholly owned or partially owned property. Any
construction gains or losses in a partially owned property will adjust our basis
in that property.
Rental income represents Rent, Real Estate taxes and Common Area charges
to tenants of wholly owned shopping centers. For the three months ended October
31, 2002, rental income is down 10%, about half of that is due to comparable
vacancies and 50% due to timing of Real Estate taxes and common area expenses in
the comparable quarter. We do not see this as a trend and expect to improve
occupancy in the fourth quarter.
Other income results from billing Real Estate commissions, overhead,
engineering, legal, accounting services, preconstruction interest, or any other
personnel charges. Management fees can also be included if applicable. Most of
these charges are to projects in which the company does not maintain a majority
interest. The nature of these charges may also increase the corresponding cost
in Operating, selling general and administration. The three and six month
periods ending October 31, 2002 is a good example of an end of a project
construction cycle where a new project has not started. Other income is low as
well as an operating SGA. The corresponding periods of the prior year had a
greater activity and income from the sale of Real Estate. Thus having said this,
the reader should understand that cycles in our business are far greater than
twelve months. For the foreseeable future, we do not see profits unless the
period contains the sale of Real Estate. At this time, no sales have been
planned.
We are currently awaiting signature on a lease for a 60,000 sq. ft. office
style building in Cranston, Rhode Island. This would be 50% owned by a
subsidiary of the Company and 50% by one of the partners in the shopping center.
The land is owned jointly and has zero basis plus development cost. If the lease
is signed shortly, the financing will be in place shortly after the first of
January, 2003 and we will be reimbursed for the development cost.
Profit or losses for minority owned (50% of less) projects are recorded
yearly at the year end. We expect profits in both Dover (50% interest) and
Cranston (25% interest) for the current year. In the first six months of our
year, we received $80,000 in distributions and would expect similar or better
distributions for the balance of the year. In Cranston the cash flow
distribution will not start until a reserve of $2,100,000 is achieved. This
reserve with $1,350,000 of the $2.1 million funded from the refinancing should
be fully funded by April, 2003. This fund would be used to replace Kmart with
another tenant in the event they
9
do not confirm their lease and come out of Chapter 11.
Capital resources and liabilities have always been a major impediment of
the Company. The Sarbanes-Oxley Act has for the Company built a wall on top of
the impediments, Neil Ellis the President, has advanced funds through entities
he owned, borrowed funds in his name and advanced them to the Company and has
personally guaranteed other loans and construction contracts. Sarbanes clearly
prohibits borrowing by corporate officers and discourages corporations from
borrowing from officers. In the current quarter, the Board of Directors, with
Neil Ellis' approval, has offset amounts due to or from Ellis entities. As a
result, the asset due from related parties and affiliates was reduced
$2,538,000. Due to related parties was reduced $964,000 and NP other was reduced
$1,574,000. There is still $676,000 of non interest bearing debt owed to an
Ellis owned company.
We do not know at this time whether or not banks will lend us unsecured
funds in the company's name. We do borrow for projects on a secured basis, but
if it is for construction, we still need an Ellis guaranty.
The real problem with the Sarbanes-Oxley Act is that it requires a
majority of outside directors (we have none) and a audit committee that has to
have one financial expert. Although the Treasurer would qualify as a financial
expert as defined by the SEC, he would need to be completely independent to
count. Outside directors and audit committee members would require fees and
insurance. It may be for a highly leverage company with 24 employees a wall too
difficult to climb.
10
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);
A. all significant deficiencies in the design or operation of
11
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: December 16, 2002
______________________________________
Neil H. Ellis
President and Chief Executive Officer
12
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);
13
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: December 16, 2002
___________________________________
Stuart I. Greenwald
Treasurer
14
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: December 16, 2002
-----------------
15