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EX-32 - EXHIBIT 32 - HMG COURTLAND PROPERTIES INCex32.htm
EX-31.B - EXHIBIT 31B - HMG COURTLAND PROPERTIES INCex31b.htm
EX-31.A - EXHIBIT 31A - HMG COURTLAND PROPERTIES INCex31a.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                 September 30, 2010
 
 
OR


o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the transition period from                         to

Commission file number      1-7865

HMG/COURTLAND PROPERTIES, INC.
           (Exact name of small business issuer as specified in its charter)

Delaware
59-1914299
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)


1870 S. Bayshore Drive,  Coconut Grove, Florida
33133
(Address of principal executive offices)
(Zip Code)

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.

Large accelerated filer   o      Accelerated filer   o       Non-accelerated filer   o            Smaller reporting company  x
(Do not check if a smaller reporting company)

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.  1,010,426 Common shares were outstanding as of November 12, 2010.



 
 

 

 
HMG/COURTLAND PROPERTIES, INC.

Index
   
PAGE
   
NUMBER
PART I.
Financial Information
 
     
 
Item 1.Financial Statements
 
     
 
Condensed Consolidated Balance Sheets as of
 
 
September 30, 2010 (Unaudited) and December 31, 2009
1
     
 
Condensed Consolidated Statements of Comprehensive Income for the
 
 
Three and Nine Months Ended September 30, 2010 and 2009 (Unaudited)
2
 
   
 
Condensed Consolidated Statements of Cash Flows for the
 
 
Three and Nine Months Ended September 30, 2010 and 2009 (Unaudited)
3
     
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
4
     
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
12
     
 
Item 3. Quantitative and Qualitative Disclosures About Market Risks
16
 
Item 4. Controls and Procedures
16
     
PART II.
Other Information
 
 
Item 1. Legal Proceedings
16
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
16
 
Item 3. Defaults Upon Senior Securities
17
 
Item 4. Removed and Reserved.
17
 
Item 5. Other Information
17
 
Item 6. Exhibits
17
 
Signatures
18

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.
 
 
 
 
 
 

 
 
 
 
 
 
 
HMG/COURTLAND PROPERTIES, INC.  AND SUBSIDIARIES
           
CONDENSED CONSOLIDATED BALANCE SHEETS
 
September 30,
   
December 31,
 
   
2010
   
2009
 
ASSETS
 
(UNAUDITED)
       
Investment properties, net of accumulated depreciation:
           
  Commercial properties
  $ 7,377,950     $ 7,653,850  
  Hotel, club and spa facility
    3,719,744       3,864,491  
  Marina properties
    2,171,178       2,319,387  
  Land held for development
    27,689       27,689  
Total investment properties, net
    13,296,561       13,865,417  
                 
Cash and cash equivalents
    3,329,985       1,909,218  
Cash and cash equivalents-restricted
    2,380,508       2,401,546  
Investments in marketable securities
    2,754,230       4,508,433  
Other investments
    3,679,919       3,524,246  
Investment in affiliate
    2,928,551       2,881,394  
Loans, notes and other receivables
    986,133       722,210  
Notes and advances due from related parties
    578,569       590,073  
Deferred taxes
    454,000       458,000  
Goodwill
    7,728,627       7,728,627  
Other assets
    663,512       787,662  
TOTAL ASSETS
  $ 38,780,595     $ 39,376,826  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Mortgages and notes payable
  $ 17,846,477     $ 18,470,448  
Accounts payable and accrued expenses
    1,295,020       1,056,827  
Interest rate swap contract payable
    1,953,000       1,144,000  
Total Liabilities
    21,094,497       20,671,275  
                 
                 
Common stock, $1 par value; 1,200,000 shares authorized;1,023,955 shares issued
    1,023,955       1,023,955  
Excess common stock, $1 par value; 100,000 shares authorized; no shares issued
    -       -  
Additional paid-in capital
    24,313,341       24,313,341  
Less:  Treasury stock at cost (2,872 and 2,572 shares as of September 30, 2010 and
               
           December 31, 2009, respectively
    (9,784 )     (8,881 )
Undistributed gains from sales of properties, net of losses
    41,572,120       41,572,120  
Undistributed losses from operations
    (52,372,045 )     (52,109,035 )
Accumulated other comprehensive loss
    (976,500 )     (572,000 )
Total stockholders’ equity
    13,551,087       14,219,500  
Non-controlling interests
    4,135,011       4,486,051  
Total Equity
    17,686,098       18,705,551  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 38,780,595     $ 39,376,826  
                 
See notes to the condensed consolidated financial statements
               




 
1

 


HMG/COURTLAND PROPERTIES, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (UNAUDITED)

    Three months ended      Nine months ended  
    September 30,     September 30,  
REVENUES
 
2010
   
2009
   
2010
   
2009
 
Real estate rentals and related revenue
  $ 470,436     $ 449,477     $ 1,391,296     $ 1,341,221  
Food & beverage sales
    1,124,481       1,238,438       4,268,092       4,862,365  
Marina revenues
    444,489       403,794       1,315,286       1,253,988  
Spa revenues
    173,239       153,934       388,830       394,117  
Total revenues
    2,212,645       2,245,643       7,363,504       7,851,691  
                                 
EXPENSES
                               
Operating expenses:
                               
  Rental and other properties
    221,329       275,061       539,575       659,222  
  Food and beverage cost of sales
    305,814       329,156       1,159,351       1,236,349  
  Food and beverage labor and related costs
    339,295       351,184       1,060,456       1,141,722  
  Food and beverage other operating costs
    487,055       477,759       1,498,473       1,630,949  
  Marina expenses
    218,854       245,257       707,069       738,240  
  Spa expenses
    152,090       148,514       344,117       425,831  
  Depreciation and amortization
    209,037       338,671       719,466       1,020,855  
  Adviser's base fee
    255,000       255,000       765,000       765,000  
  General and administrative
    95,809       79,336       312,935       211,376  
  Professional fees and expenses
    107,035       95,912       295,708       212,296  
  Directors' fees and expenses
    31,459       34,782       84,434       84,037  
Total operating expenses
    2,422,777       2,630,632       7,486,584       8,128,877  
                                 
Interest expense
    262,293       278,407       793,997       840,364  
Total expenses
    2,685,070       2,909,039       8,280,581       8,969,241  
                                 
Loss before other income (loss) and income taxes
    (472,425 )     (663,396 )     (917,077 )     (1,117,550 )
                                 
OTHER INCOME (LOSS)
                               
Net realized and unrealized gains (losses) from investments in marketable securities
    208,171       539,792       179,348       959,092  
Net income from other investments
    24,184       31,362       242,370       79,504  
Other than temporary impairment losses from other investments
    -       (280,000 )     (50,000 )     (280,000 )
Interest, dividend and other income
    100,378       147,024       278,359       327,563  
                                     Total other income
    332,733       438,178       650,077       1,086,159  
                                 
Loss before income taxes
    (139,692 )     (225,218 )     (267,000 )     (31,391 )
                                 
Provision for (benefit from) income taxes
    22,000       (77,000 )     4,000       41,000  
Net Loss
    (161,692 )     (148,218 )     (271,000 )     (72,391 )
                                 
Less: Net loss attributable to non-controlling interests
    89,385       144,342       7,990       62,538  
Net loss attributable to the Company
  $ (72,307 )   $ (3,876 )   $ (263,010 )   $ (9,853 )
                                 
OTHER COMPREHENSIVE (LOSS) INCOME:
                               
   Unrealized (loss) gain on interest rate swap agreement
  $ (133,500 )   $ (85,000 )   $ (404,500 )   $ 351,500  
       Total other comprehensive (loss) income
  $ (133,500 )   $ (85,000 )   $ (404,500 )   $ 351,500  
Comprehensive (loss) income
  $ (205,807 )   $ (88,876 )   $ (667,510 )   $ 341,647  
                                 
Net Loss Per Common Share:
                               
     Basic and diluted
  $ (0.07 )   $ (0.00 )   $ (0.26 )   $ (0.01 )
             Weighted average common shares outstanding-basic and diluted
    1,021,376       1,021,408       1,021,381       1,021,408  
 
See notes to the condensed consolidated financial statements
 
 
2

 

 
 
HMG/COURTLAND PROPERTIES, INC.  AND SUBSIDIARIES
           
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
       
       
   
Nine months ended September 30,
 
   
2010
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
  Net loss attributable to the Company
  $ (263,010 )   $ (9,853 )
Adjustments to reconcile net loss attributable to  the Company  to net cash (used in) provided by operating activities:
               
     Depreciation and amortization
    719,466       1,020,855  
     Net income from other investments, excluding impairment losses
    (242,370 )     (79,504 )
     Other than temporary impairment loss from other investments
    50,000       280,000  
     Net gain from investments in marketable securities
    (179,348 )     (959,092 )
     Net loss attributable to non-controlling interests
    (7,990 )     (62,538 )
     Deferred income tax provision
    4,000       41,000  
     Changes in assets and liabilities:
               
       Other assets and other receivables
    (320,393 )     (115,454 )
       Accounts payable and accrued expenses
    238,195       (1,999 )
    Total adjustments
    261,560       123,268  
    Net cash (used in) provided by operating activities
    (1,450 )     113,415  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
    Purchases and improvements of properties
    (133,967 )     (143,756 )
    Decrease in notes and advances from related parties
    11,504       9,114  
    Additions in mortgage loans and notes receivables
    -       (150,000 )
    Collections of mortgage loans and notes receivables
    163,975       9,000  
    Distributions from other investments
    262,949       330,085  
    Contributions to other investments
    (273,409 )     (430,686 )
    Net proceeds from sales and redemptions of securities
    2,988,237       1,487,868  
    Increase in investments in marketable securities
    (1,054,686 )     (1,773,496 )
    Net cash provided by (used in) investing activities
    1,964,603       (661,871 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
    Repayment of mortgages and notes payables
    (623,971 )     (539,116 )
    Decrease (increase) in restricted cash
    21,038       (8,002 )
    Distributions to non-controlling partners
    61,449       16,940  
    Purchase of treasury stock
    (903 )     (4,080 )
    Net cash used in financing activities
    (542,387 )     (534,258 )
                 
    Net increase (decrease)  in cash and cash equivalents
    1,420,766       (1,082,714 )
                 
    Cash and cash equivalents at beginning of the period
    1,909,218       3,369,577  
                 
    Cash and cash equivalents at end of the period
  $ 3,329,985     $ 2,286,863  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         
  Cash paid during the period for interest
  $ 794,000     $ 840,000  
  Cash paid during the period for income taxes
    -       -  
 
See notes to the condensed consolidated financial statements
               

 
 
3

 
 
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 and nine months ended September 30, 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 Pronouncements

In May 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-19, “Multiple Foreign Currency Exchange Rates (Topic 830)”. The amendments in this Update are effective for reported balances in an entity’s financial statements that differ from their underlying U.S. dollar denominated values occurring in the first interim or annual period ending on or after March 15, 2010. The amendments are to be applied retrospectively. The Company adopted these amendments in 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.

In April 2010, the FASB issued ASU 2010-18, “Receivables (Topic 310): Effect of a Loan Modification When the Loan is Part of a Pool That Is Accounted for as a Single Asset.”  The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early application is permitted. The Company adopted these amendments in the third quarter of 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.

In April 2010, the FASB issued ASU 2010-17, “Revenue Recognition—Milestone Method”, which  provides guidance on defining the milestone and determining when the use of the milestone method of revenue recognition for research and development transactions is appropriate. It provides criteria for evaluating if the milestone is substantive and clarifies that a vendor can recognize consideration that is contingent upon achievement of a milestone as revenue in the period in which the milestone is achieved, if the milestone meets all the criteria to be considered substantive. ASU 2010-17 is effective for milestones achieved in fiscal years, and interim periods within those years beginning on or after June 15, 2010 with prospective application.  Early adoption is permitted with specific provisions.  The Company adopted these amendments in the third quarter of 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.

In March 2010, the FASB issued ASU No. 2010-11, “Derivatives and Hedging (Topic 815) — Scope Exception Related to Embedded Credit Derivatives.”  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 Company adopted these amendments in the third quarter of 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.
 
 
 
4

 

 
In October 2009, the FASB issued 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 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 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 adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

In September 2009, the FASB issued ASU 2009-13 (Topic 605-25), “Revenue Recognition; Multiple-Element Arrangements.”  These amendments provide clarification on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated.  An entity is required to allocate revenue in an arrangement using estimated selling prices of deliverables in the absence of vendor-specific objective evidence or third-party evidence of selling price. These amendments also eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.  The amendments significantly expand the disclosure requirements for multiple-deliverable revenue arrangements.  These provisions are to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted.  The Company adopted these amendments in the third quarter of 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In July 2010, the FASB issued ASU 2010-20, “Receivables (Topic 310): Disclosure about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”, which will require additional disclosures about the credit quality of loans, lease receivables and other long-term receivables and the related allowance for credit losses. Certain additional disclosures in this new accounting guidance will be effective for the Company on December 31, 2010 with certain other additional disclosures that will be effective on March 31, 2011. The Company does not expect the adoption of this new accounting guidance to have a material impact on its consolidated financial statements.
 
 
In April 2010, the FASB issued 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 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. GROVE ISLE LEASE, COCONUT GROVE, FLORIDA
As previously reported, in July, 2010, the Company was notified by the lessee of the Company’s Grove Isle hotel and club (“Grove Isle”) that the lessee intended to stop paying monthly rent or defer the payment of rent on Grove Isle.  As of September 30, 2010, the lessee had amounts due to the Company of approximately $325,000 representing three months outstanding rent and other related charges.  Subsequent to September 30, 2010, the Company has received approximately $213,000 from the tenant and currently has an outstanding balance of approximately $326,000 of rent and related charges.
 
We have had on-going discussions with the lessee.  The lessee has continued to operate the facility and has indicated its interest to become current on the rent. However, there is no assurance that the lessee will do so. The Company does not believe that the property value would be impaired if a new lessee is required to be installed or if the property were to be repositioned.
 
 
 
5

 
 
 
4.   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 and nine months ended September 30, 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
September 30,
2010
For the three
months ended
September 30,
2009
For the nine
months ended
September 30,
2010
For the nine
months ended
September 30,
2009
           
Revenues:
         
Food and Beverage Sales
 
$1,124,000
$1,238,000
$4,268,000
$4,862,000
Marina dockage and related
 
320,000
278,000
939,000
873,000
Retail/mall rental and related
 
159,000
138,000
455,000
408,000
Total Revenues
 
1,603,000
1,654,000
5,662,000
6,143,000
           
Expenses:
         
Cost of food and beverage sold
 
305,000
329,000
1,159,000
1,236,000
Labor and related costs
 
291,000
303,000
917,000
988,000
Entertainers
 
49,000
49,000
144,000
154,000
Other food and beverage related costs
 
128,000
104,000
423,000
443,000
Other operating costs
 
88,000
86,000
219,000
219,000
Repairs and maintenance
 
80,000
96,000
201,000
317,000
Insurance
 
132,000
142,000
417,000
442,000
Management fees
 
69,000
76,000
195,000
199,000
Utilities
 
78,000
87,000
203,000
224,000
Ground rent
 
209,000
234,000
628,000
676,000
Interest
 
201,000
221,000
625,000
668,000
Depreciation
 
176,000
194,000
536,000
581,000
Total Expenses
 
1,806,000
1,921,000
5,667,000
6,147,000
           
Net loss before non-controlling interest
 
($203,000)
($267,000)
($5,000)
($4,000)

 
As of September 30, 2010 Bayshore has one lessee (a yacht broker) with past due rent receivable of approximately $352,000 versus $155,000 as of December 31, 2009.  We have had on-going discussions with the lessee.  The lessee has continued to make partial payments and has indicated its interest to become current on the rent.  However, there is no assurance that the lessee will do so. The Company will reevaluate the collectability of this receivable at year end.
 
In October 2010 Bayshore was informed by its retail tenant (a marine supply company) that it will not extend the lease into 2011 and is in the process of vacating the premises. This lease represented approximately 20% of Bayshore retail rental revenue.  Efforts are presently under way to find a suitable replacement tenant for this space.
 
5.   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 and nine months ended September 30, 2010 and 2009 is summarized below:
 
Three months ended
 September 30,
Nine months ended
 September 30,
Description
2010
2009
2010
2009
Net realized gain (loss) from sales of securities
$27,000
($56,000)
$279,000
($59,000)
Unrealized net gain (loss) in trading securities
181,000
596,000
(100,000)
1,018,000
Total net gain from investments in marketable securities
$208,000
$540,000
$179,000
$959,000
 
 
 
6

 

For the three months ended September 30, 2010 and 2009 net unrealized gain from in trading securities was $181,000 and $596,000, respectively. For the nine months ended September 30, 2010 net unrealized loss was $100,000, as compared with net unrealized gain of $1,018,000 for the same comparable period in 2009.

For the three months ended September 30, 2010 net realized gain from sales of marketable securities of approximately $27,000, and consisted of approximately $39,000 of gross gains net of $12,000 of gross losses. For the nine months ended September 30, 2010 net realized gain from sales of marketable securities of approximately $279,000, and consisted of approximately $476,000 of gross gains net of $197,000 of gross losses.

For the three and nine months ended September 30, 2009 net unrealized gain from in trading securities was $596,000 and $1,018,000, respectively.

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.

6.   OTHER INVESTMENTS
As of September 30, 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 $757,000 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 quarter ended September 30, 2010 the Company contributed an additional $54,000 toward fulfilling capital commitments on other investments and foreclosed on a $111,000 mortgage loan receivable and reclassified the loan to other investments owning real estate.  The total invested for the nine months ended September 30, 2010 was $273,000.  Cash distributions received from other investments for the three and nine months ended September 30, 2010 totaled approximately $29,000 and $263,000, respectively.

Net income from other investments for the three and nine months ended September 30, 2010 and 2009, is summarized below:
 
Three months ended
September 30,
Nine months ended
September 30,
Description
2010
2009
2010
2009
Partnership owning diversified businesses & distressed debt
-
$15,000
$179,000
$30,000
Technology and related
-
-
3,000
-
Partnership owning investments in marketable securities
$14,000
-
13,000
-
Income from investment in 49% owned affiliate (T.G.I.F. Texas, Inc.)
10,000
16,000
47,000
49,000
Total net (loss) income from other investments
$24,000
$31,000
$242,000
$79,000
 

Other than temporary impairment (“OTTI”) loss from other investments for the three and nine months ended September 30, 2010 and 2009, is summarized below:
 
Three months ended
September 30,
Nine months ended
September 30,
Description
2010
2009
2010
2009
Real estate fund
-
 
($50,000)
 
Partnership owning diversified businesses & distressed debt
-
($130,000)
-
($130,000)
Technology and related
-
(150,000)
-
(150,000)
Total OTTI loss from other investments
$           -
($280,000)
($50,000)
($280,000)
 
 
 
 
7

 
 
 
The following tables present gross unrealized losses and fair values for those investments that were in an unrealized loss position as of September 30, 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 September 30, 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
  
$
319,000
  
$
(1,000)
 
$
81,000
  
$
     (55,000)
 
 
$
400,000
 
$
(56,000)
Partnerships owning diversified businesses
  
 
90,000
  
 
(54,000)
   
550,000
  
 
(135,000)
   
640,000
   
(189,000)
Partnerships owning real estate and related investments
  
 
-
  
 
                -
   
351,000
   
(105,000)
   
351,000
   
(105,000)
 
  
   
  
         
  
               
Total
  
$
409,000
  
$
(55,000)
 
$
982,000
  
$
(295,000)
 
$
1,391,000
 
$
(350,000)
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)
   
-
  
 
-
   
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 (“OTTI”) as of September 30, 2010 OTTI impairment valuation adjustments totaled $50,000 from an investment in a real estate fund. A total of $280,000 of OTTI impairment valuation adjustments were reported for the three and nine months ended September 30, 2009.

 7. 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 September 30, 2010 and December 31, 2009 the fair value of the cash flow hedge was a loss of approximately $1,953,000 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.



 
8

 


The following tables present the required disclosures in accordance with ASC Topic 815-10:

Fair Values of Derivative Instruments:
 
Liability Derivative

 
September 30, 2010
December 31, 2009

[Missing Graphic Reference]
 
Balance
Sheet
Location
 
 
Fair
Value
 
Balance
Sheet
Location
 
 
Fair
Value
 
Derivatives designated as hedging instruments:
 
 
 
 
 
Interest rate swap contract
 
Liabilities
 
$1,953,000
 
Liabilities
 
$1,144,000
Total derivatives designated as hedging instruments under ASC Topic 815
 
$1,953,000
 
$1,144,000

The Effect of Derivative Instruments on the Statements of Comprehensive Income
for the Three and Nine Months Ended September 30, 2010 and 2009:
     
Amount of Gain or (Loss)
Recognized in OCI on
Derivative
(Effective Portion)
     
 
For the three
Months ended
September 30, 2010
For the three
Months ended
September 30, 2009
For the nine
Months ended
September 30, 2010
For the nine
Months ended
September 30, 2009
   
 
Interest rate swap contracts
 
($133,500)
 
($85,000)
 
($404,500)
 
$351,500
   
Total
($133,500)
($85,000)
($404,500)
$351,500
   
 
 
8. 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.
 

 
9

 
 
Assets and liabilities measured at fair value on a recurring basis are summarized below:
                         
         
Fair value measurement at reporting date using
 
Description
 
September 30,
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
  $ 53,000           $ 53,000        
Money market mutual funds
    2,227,000     $ 2,227,000              
Cash equivalents – restricted
                               
Money market mutual funds
    2,381,000       2,381,000              
Marketable securities:
                               
Corporate debt securities
    999,000             999,000        
Marketable equity securities
    1,755,000       1,755,000              
                                 
Total assets
  $ 7,415,000     $ 6,363,000     $ 1,052,000     $  
                                 
Liabilities
                               
Interest rate swap contract
  $ 1,953,000     $     $ 1,953,000     $  
                                 
Total liabilities
  $ 1,953,000     $     $ 1,953,000     $  

 Assets measured at fair value on a nonrecurring basis are summarized below:
 
Description
 
September 30,
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
  $ 534,000     $     $     $ 534,000     $ 860,000  
Investment in various partnerships investing in diversified businesses
    508,000                   508,000       130,000  
Investment in various partnerships owning real estate
    180,000                   180,000       125,000  
                                         
Total
  $ 1,222,000     $     $     $ 1,222,000     $ 1,115,000  
 
 
 
 
10

 
 
No OTTI adjustments were recognized for the three months ended September 30, 2010. For the nine months ended September 30, 2010 a total of $50,000 of OTTI adjustments were recognized. For the three and nine months ended September 30, 2009 a total of $280,000 of OTTI adjustments were recognized.
 
The Company’s investments in four technology and communication related partnerships with a pre adjustment aggregate carrying value of approximately $1,394,000 have been written down to fair value of approximately $534,000. Approximately $150,000 out of the total loss of $860,000 was recorded in the fourth quarter of 2009 and $710,000 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 $638,000 were written down to fair value of $508,000 in the fourth quarter of 2009 with a resulting loss of $130,000 reported in 2009 as an other than temporary impairment loss.
 
The Company’s investment in two private partnerships owning real estate with an aggregate pre adjustment carrying value of $305,000 have been written down to fair value of $180,000, of which $50,000 of the total loss was recognized in the second quarter of 2010 and $75,000 in the fourth quarter of 2009.

9.  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.


   
Three months ended
Nine months ended
   
September 30,
September 30,
   
2010
2009
2010
2009
Net Revenues:
         
Real estate and marina rentals
 
$915,000
$854,000
$2,707,000
$2,595,000
Food and beverage sales
 
1,125,000
1,238,000
4,268,000
4,862,000
Spa revenues
173,000
154,000
388,000
394,000
Total Net Revenues
 
$2,213,000
$2,246,000
$7,363,000
$7,851,000
           
Income (loss) before income taxes:
         
Real estate and marina rentals
 
$257,000
$105,000
$698,000
$282,000
Food and beverage sales
 
(117,000)
(110,000)
(75,000)
40,000
Other investments and related income
(190,000)
(76,000)
(882,000)
(291,000)
Total net (loss) income before income taxes attributable to the Company
 
($50,000)
($81,000)
($259,000)
$31,000

 
10. 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.
 
 
 
11

 
 
     
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 September 30, 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
For the three and nine months ended September 30, 2010 the Company reported a net loss of approximately $72,000 ($.07 per share) and $263,000 ($.26 per share), respectively.  For the three and nine months ended September 30, 2009 the Company reported net loss attributable to the Company of approximately $4,000 (less than $.01 per share) and $10,000 ($.01 per share), respectively.
 
As discussed further below, total revenues for the three and nine months ended September 30, 2010 as compared with the same periods in 2009, decreased by approximately $33,000 or 1% and $488,000 or 6%, respectively.  Total expenses for the three and nine months ended September 30, 2010, as compared with the same periods in 2009, decreased by approximately $224,000 or 8% and $689,000 or 8%, respectively.

REVENUES
Rentals and related revenues for the three and nine months ended September 30, 2010 as compared with the same periods in 2009 increased by $21,000 (5%) and $50,000 (4%).

Restaurant operations:
Summarized statements of income for the Company’s Monty’s restaurant for the three and six months ended June 30, 2010 and 2009 is presented below:

 
For the three months
 
For the nine months
 
ended September 30,
 
ended September 30,
 
2010
2009
 
2010
2009
Revenues:
         
Food and Beverage Sales
$1,124,000
$1,238,000
 
$4,268,000
$4,862,000
           
Expenses:
         
Cost of food and beverage sold
305,000
329,000
 
1,159,000
1,236,000
Labor and related costs
291,000
303,000
 
917,000
988,000
Entertainers
49,000
49,000
 
144,000
154,000
Other food and beverage direct costs
50,000
54,000
 
179,000
209,000
Other operating costs
78,000
60,000
 
244,000
244,000
Repairs and maintenance
42,000
49,000
 
128,000
174,000
Insurance
81,000
71,000
 
220,000
224,000
Management and accounting fees
50,000
47,000
 
107,000
104,000
Utilities
66,000
65,000
 
189,000
182,000
Rent (as allocated)
119,000
131,000
 
431,000
494,000
Total Expenses
1,131,000
1,158,000
 
3,718,000
4,009,000
           
(Loss) income before depreciation and non-controlling interest
($7,000)
$80,000
 
$550,000
$853,000


 
 
12

 


All amounts as a percentage of sales
For the three months
 
For the nine months
 
ended September 30,
 
ended September 30,
 
2010
2009
 
2010
2009
Revenues:
         
Food and Beverage Sales
100%
100%
 
100%
100%
           
Expenses:
         
Cost of food and beverage sold
27%
27%
 
27%
25%
Labor and related costs
26%
24%
 
21%
20%
Entertainers
4%
4%
 
3%
3%
Other food and beverage direct costs
4%
4%
 
4%
4%
Other operating costs
8%
5%
 
6%
5%
Repairs and maintenance
4%
4%
 
3%
4%
Insurance
7%
6%
 
5%
5%
Management fees
4%
4%
 
3%
2%
Utilities
6%
5%
 
5%
4%
Rent (as allocated)
11%
11%
 
10%
10%
Total Expenses
101%
94%
 
87%
82%
(Loss) income before depreciation and non-controlling interest
(1%)
6%
 
13%
18%

For the three and nine months ended September 30, 2010 as compared with the same periods in 2009 restaurant sales decreased by approximately $114,000 (9%) and $594,000 (12%), respectively. The decline in sales is partly attributable to decreased tourism due to the general downturn in the local and national economy.

For the nine months ended September 30, 2010 as compared with the same periods in 2009 food and beverage cost of sales as a percentage of sales increased by 2%, respectively primarily as a result of higher food costs.
 
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)
 
 
For the three months
 
For the nine months
 
ended September 30,
 
ended September 30,
 
2010
2009
 
2010
2009
Marina Revenues:
         
Monty's dockage fees and related income
$320,000
$278,000
 
$938,000
$873,000
Grove Isle marina slip owners dues and dockage fees
124,000
126,000
 
377,000
381,000
Total marina revenues
444,000
404,000
 
1,315,000
1,254,000
           
Marina Expenses:
         
Labor and related costs
62,000
61,000
 
193,000
188,000
Insurance
21,000
47,000
 
120,000
139,000
Management fees
19,000
18,000
 
58,000
56,000
Utilities, net of tenant reimbursement
 3,000
16,000
 
(9,000)
21,000
Rent and bay bottom lease expense
61,000
54,000
 
181,000
169,000
Repairs and maintenance
26,000
26,000
 
82,000
90,000
Other
26,000
23,000
 
83,000
75,000
Total marina expenses
218,000
245,000
 
708,000
738,000
           
Income before depreciation and non-controlling interest
$226,000
$159,000
 
$607,000
$516,000
 
 
 
 
13

 

 
The Monty’s marina dockage fees and related revenues for the three and nine months ended September 30, 2010 increased by $42,000 (or 15%) and $65,000 (or 7%), respectively, as compared with the third quarter of 2009.

Spa operations:
Below are summarized statements of income for Grove Isle spa operations for the three and nine months ended September 30, 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
September 30, 2010
Three months ended
September 30, 2009
Nine months ended
September 30, 2010
Nine months ended
September 30, 2009
Revenues:
       
Services provided
$156,000
$138,000
$334,000
$340,000
Membership and other
17,000
16,000
55,000
54,000
Total spa revenues
173,000
154,000
389,000
394,000
Expenses:
       
Cost of sales (commissions and other)
25,000
26,000
54,000
92,000
Salaries, wages and related
24,000
46,000
92,000
140,000
Other operating expenses
77,000
73,000
147,000
161,000
Management and administrative fees
14,000
8,000
25,000
24,000
Other non-operating expenses
12,000
(5,000)
26,000
9,000
Total Expenses
152,000
148,000
344,000
426,000
         
Income (loss) before interest, depreciation and non-controlling interest
$21,000
$6,000
$45,000
($32,000)

Spa revenues improved for the three months ended September 30, 2010 as compared with the same period in 2009 increasing by $19,000 (12%), primarily as a result of increased promotional sales.
 
 
Net realized and unrealized gain from investments in marketable securities:
Net realized and unrealized gain from investments in marketable securities for the three and nine months ended September 30, 2010 was approximately $208,000 and $179,000, respectively. This is as compared to gains of approximately $540,000 and $959,000 for the three and nine months ended September 30, 2009. For further details refer to Note 5 to Condensed Consolidated Financial Statements (unaudited).

Net income from other investments:
Net income from other investments for the three and nine months ended September 30, 2010 and 2009 was approximately $24,000 and $242,000, respectively.  This is as compared to gains of approximately $31,000 and $79,000 for the three and nine months ended September 30, 2009.  Additionally, for the nine months ended September 30, 2010 other than temporary impairment valuation loss of $50,000 was recognized.  For the three and nine months ended September 30, 2009 other than temporary impairment valuation loss of $280,000 was recognized.  For further details refer to Note 6 to Condensed Consolidated Financial Statements (unaudited).

Interest, dividend and other income:
Interest, dividend and other income for the three and nine months ended September 30, 2010 and 2009 was approximately $100,000 and $278,000, respectively.  This is as compared to income of approximately $147,000 and $327,000 for the three and nine months ended September 30, 2009.  The decreases as compared to the same periods in 2009 were primarily a result of reduced interest and dividends due to decreased investments in marketable securities.

EXPENSES
Expenses for rental and other properties for the three and nine months ended September 30, 2010 and 2009 were $221,000 and $540,000, respectively.  This is as compared to the same expenses of approximately $275,000 and $659,000 for the three and nine months ended September 30, 2009. The decreases as compared to the same periods in 2009 were primarily due to decreased repairs and maintenance expenses.
 
For comparisons of all food and beverage related expenses refer to Restaurant Operations (above) summarized statement of income for Monty’s restaurant.
 
 
 
 
14

 

 
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.

Depreciation and amortization expense for the three and nine months ended September 30, 2010 compared to the same periods in 2009 decreased by $130,000 (38%) and $301,000 (30%), respectively. This was due to increased fully depreciated fixed assets in 2010, primarily related to Grove Isle.

General and administrative expense for the three and nine months ended September 30, 2010 compared to the same periods in 2009 increased by $17,000 (21%) and $102,000 (48%), respectively. This was due to increased corporate administrative expenses.

Professional fees and expenses for the three and nine months ended September 30, 2010 compared to the same periods in 2009 increase by $11,000 (12%) and $83,000 (39%), respectively. This was primarily due to increased legal costs relating to ongoing Grove Isle litigation.

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 $758,000 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 $3.6 million in bank mortgage note payable on the Grove Isle property. In September 2010 the loan was extended and now matures on December 29, 2010.  As previously reported, the loan calls for monthly principal payments of $10,000 plus interest. All payments due under the loan are current. The Company is in the process of refinancing this loan and expects to do so or pay off the loan prior to maturity.

As previously discussed above, the lessee of the Grove Isle property owes the Company approximately $326,000 in past due rent and related costs. The rental income and cash flow provided by the Grove Isle lease represents the majority of recurring operating cash flow of Company.

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 $3.5 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 nine months ended September 30, 2010, net cash used in operating activities was approximately $1,000. This was primarily due to past due rent from tenants, as previously discussed.

For the nine months ended September 30, 2010, net cash provided by investing activities was approximately $1,965,000. This consisted primarily of approximately $2,988,000 in net proceeds from sales of marketable securities, distributions from other investment of $263,000 and collections of notes receivable of $164,000.  These sources of funds were partially offset by purchases of marketable securities of $1,055,000, contributions to other investments of $273,000 and additions to fixed assets of $134,000.

For the nine months ended September 30, 2010, net cash used in financing activities was approximately $542,000 which primarily consisted of repayments of mortgage notes payable of $624,000 less contributions from non-controlling interests of $75,000.


 
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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 was 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 claim by the association has been dismissed as to all counts related to the Company, however the association has filed a notice of appeal.  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:

(c)  
The following table presents information regarding the shares of our common stock we purchased during each of the nine calendar months ended September 30, 2010:
 
 
 
 
 
Period
 
 
 
Total Number of Shares Purchased
 
 
 
Average Price Paid per Share
 
Total Number of
Shares
Purchased as Part of
Publicly Announced Plan (1)
 
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan (1)
 
January 1-31 2010
   
 
-
   
 
-
   
-
     
$291,115
 
Feb. 1 – 28 2010
   
 
-
   
 
-
   
-
     
$291,115
 
March 1–31  2010
   
 
-
   
 
-
   
-
     
$291,115
 
April 1 – 30  2010
   
 
-
   
 
-
   
-
     
$291,115
 
May 1 – 31  2010
   
 
-
   
 
-
   
-
     
$291,115
 
June 1 – 30  2010
     
-
     
-
   
-
 
   
$291,115
 
July 1 – 31  2010
     
-
     
-
   
-
 
   
$291,115
 
August 1–31 2010
     
-
     
-
   
-
 
   
$291,115
 
Sept. 1 –30 2010
     
300
     
$3.00
   
-
 
   
$290,216
 

1.
We have one program, which was announced in November 2008 after approval by our Board of Directors, to repurchase up to $300,000 of outstanding shares of our common stock from time to time in the open market at prevailing market prices or in privately negotiated transactions.  All of the shares we purchased during these periods were purchased on the open market pursuant to this program.  The repurchased shares of common stock will be held in treasury and used for general corporate purposes.  This program expires on 12-31-2011.
 
 
 
 
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Item 3. Defaults Upon Senior Securities: None.

Item 4.     Removed and Reserved
 
Item 5. Other Information: None
 

Item 6.     Exhibits:
 
(a)  Certifications pursuant to 18 USC Section 1350-Sarbanes-Oxley Act of 2002. Filed herewith.



 
 
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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.


 
HMG/COURTLAND PROPERTIES, INC.
   
   
   
   
Dated:  November 12, 2010
/s/ Lawrence Rothstein
 
President, Treasurer and Secretary
 
Principal Financial Officer
   
   
   
   
   
Dated:  November 12, 2010
/s/ Carlos Camarotti
 
Vice President- Finance and Controller
 
Principal Accounting Officer

 
 
 
 
 
 
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