Attached files
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EXCEL - IDEA: XBRL DOCUMENT - FIRST HARTFORD CORP | Financial_Report.xls |
EX-32 - FIRST HARTFORD CORP | ex32-2.htm |
EX-31 - FIRST HARTFORD CORP | ex31-1.htm |
EX-31 - FIRST HARTFORD CORP | ex31-2.htm |
EX-32 - FIRST HARTFORD CORP | ex32-1.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 October 31, 2011.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_________ to ___________________________________ |
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Commission File Number: _________________0-8862___________________________ |
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First Hartford Corporation |
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(Exact name of registrant as specified in its charter) |
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Maine |
01-0185800 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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149 Colonial Road Manchester, CT |
06042 |
(Address of principal executive offices) |
(Zip Code) |
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860-646-6555 |
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(Registrants telephone number, including area code) |
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(Former name, former address and former fiscal year, if changed since last report) |
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 (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. X Yes 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
X Yes No
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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
Accelerated filer |
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Non-accelerated filer (Do not check if a smaller reporting company) |
Smaller reporting company X |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
2,423,202 as of January 23, 2012
1 |
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
INDEX
PART I. |
FINANCIAL INFORMATION |
PAGE |
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Item 1. |
Financial Statements (Unaudited) |
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October 31, 2011 and April 30, 2011 |
3 - 4 | |
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Three and Six Months Ended October 31, 2011 and 2010 |
5 | |
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Six Months Ended October 31, 2011 and 2010 |
6 - 7 | |
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8 - 11 | ||
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Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
11 - 12 |
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Item 3. | 12 | |
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Item 4. | 13 | |
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PART II |
OTHER INFORMATION |
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Item 1. | 13 | |
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Item 1A. | 13 | |
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Item 2. | 13 | |
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Item 3. | 13 | |
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Item 4. | 13 | |
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Item 5. | 14 | |
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Item 6. |
Exhibits |
14 |
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Signatures | 15 | |
Exhibits | 16 - 19 | |
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2 |
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
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October 31, 2011 |
April 30, 2011 |
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Real estate and equipment: |
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Developed properties (including $68,293,934 in October 2011 for VIEs) |
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$136,402,926 |
$136,321,737 |
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Equipment and tenant improvements (including $1,832,532 in October 2011 for VIEs) |
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2,506,528 |
2,434,052 |
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138,909,454 |
138,755,789 |
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Less accumulated depreciation and amortization (including $4,650,099 in October |
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2011 for VIEs) |
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13,313,186 |
11,546,363 |
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125,596,268 |
127,209,426 |
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Property under construction (including $2,065,695 in October 2011 for VIEs) |
2,863,613 |
1,125,437 |
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128,459,881 |
128,334,863 |
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Cash and cash equivalents (including $476,522 in October 2011 for VIEs) |
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853,826 |
858,175 |
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Cash and cash equivalents restricted |
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536,392 |
618,086 |
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Marketable securities (including $151,136 in October 2011 for VIEs) |
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164,572 |
13,436 |
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Accounts and notes receivable, less allowance for doubtful accounts of $192,500 |
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and $205,700 as of October 31, 2011 and April 30, 2011, respectively |
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(including $158,836 in October 2011 for VIEs) |
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2,076,805 |
3,004,800 |
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Other receivables |
12,295,477 |
12,187,535 |
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Deposits, escrows, prepaid and deferred expenses, net (including $7,427,119 in |
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October 2011 for VIEs) |
9,656,669 |
11,220,354 |
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Investments in affiliates |
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9,665 |
9,665 |
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Due from related parties and affiliates |
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501,697 |
484,888 |
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Deferred income tax assets, net |
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843,000 |
1,238,000 |
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Total Assets |
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$155,397,984 |
$157,969,802 |
See accompanying notes.
3 |
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(Unaudited)
LIABILITIES AND DEFICIENCY |
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October 31, 2011 |
April 30, 2011 |
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Liabilities: |
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Mortgages and notes payable: |
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Construction loans payable (including $26,334,614 in October 2011 for VIEs) |
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$74,611,990 |
$72,478,683 |
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Mortgages payable (including $34,136,455 in October 2011 for VIEs) |
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64,814,785 |
65,360,424 |
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Notes payable (including $2,004,697 in October 2011 for VIEs) |
4,405,194 |
4,618,135 |
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143,831,969 |
142,457,242 |
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Accounts payable (including $919,061 in October 2011 for VIEs) |
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2,024,478 |
3,297,878 |
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Other payables |
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5,556,296 |
5,218,947 |
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Accrued liabilities (including $2,422,452 in October 2011 for VIEs) |
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3,996,237 |
6,930,289 |
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Deferred income (including $217,012 in October 2011 for VIEs) |
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679,013 |
665,549 |
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Other liabilities |
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4,054,850 |
4,387,981 |
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Due to related parties and affiliates |
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102,752 |
102,752 |
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Total Liabilities |
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160,245,595 |
163,060,638 |
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Deficiency: |
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First Hartford Corporation: |
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Preferred stock, $1 par value; $.50 cumulative and convertible; |
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authorized 4,000,000 shares; no shares issued and outstanding |
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-0- |
-0- |
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Common stock, $1 par value; authorized 6,000,000 shares; |
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issued 3,298,609 shares |
3,298,609 |
3,298,609 |
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Capital in excess of par |
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5,198,928 |
5,198,928 |
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Accumulated deficit |
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(16,769,905) |
(17,503,081) |
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Accumulated other comprehensive income |
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64,210 |
64,210 |
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Treasury stock, at cost, 861,898 shares as of October 31, 2011 and |
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April 30, 2011 |
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(4,923,836) |
(4,923,836) |
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Total First Hartford Corporation |
(13,131,994) |
(13,865,170) |
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Non-controlling interests |
8,284,383 |
8,774,334 |
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Total Deficiency |
(4,847,611) |
(5,090,836) |
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Total Liabilities and Deficiency |
$155,397,984 |
$157,969,802 |
4 |
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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Oct. 31, 2011 |
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Oct. 31, 2010 |
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Oct. 31, 2011 |
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Oct. 31, 2010 |
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Operating revenues: |
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Rental income |
$4,374,374 |
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$4,153,543 |
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$8,795,081 |
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$8,352,020 |
Service income |
2,533,124 |
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908,390 |
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3,443,366 |
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1,676,229 |
Sales of real estate |
1,559,658 |
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-0- |
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1,559,658 |
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-0- |
Other income (expense) |
6,637 |
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(84,521) |
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7,801 |
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791 |
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8,473,793 |
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4,977,412 |
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13,805,906 |
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10,029,040 |
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Operating costs and expenses: |
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Rental expenses |
3,461,833 |
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3,409,805 |
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6,622,769 |
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6,558,256 |
Services expenses |
657,997 |
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713,355 |
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1,290,388 |
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1,346,751 |
Cost of real estate sales |
968,061 |
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-0- |
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968,061 |
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-0- |
Selling, general and administrative |
1,007,127 |
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965,069 |
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1,738,675 |
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1,737,667 |
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6,095,018 |
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5,088,229 |
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10,619,893 |
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9,642,674 |
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Income (loss) from operations |
2,378,775 |
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(110,817) |
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3,186,013 |
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386,366 |
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Non-operating income (expense): |
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Interest expense |
(1,928,549) |
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(1,714,919) |
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(3,841,315) |
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(3,405,114) |
Other income |
74,770 |
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142,104 |
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149,538 |
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142,104 |
Equity in earnings of unconsolidated subsidiaries |
352,126 |
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280,834 |
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1,143,883 |
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496,271 |
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(1,501,653) |
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(1,291,981) |
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(2,547,894) |
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(2,766,739) |
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Income (loss) before income taxes |
877,122 |
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(1,402,798) |
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638,119 |
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(2,380,373) |
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Income taxes |
395,018 |
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-0- |
|
394,893 |
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2,350 |
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Net income (loss) |
482,104 |
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(1,402,798) |
|
243,226 |
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(2,382,723) |
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Net loss attributable to noncontrolling interests |
224,126 |
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454,215 |
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489,952 |
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423,223 |
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Net income (loss) attributable to First Hartford Corporation |
$706,230 |
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$(948,583) |
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$733,178 |
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$(1,959,500) |
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Net income (loss) per share - basic |
$0.29 |
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$(0.31) |
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$0.30 |
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$(0.65) |
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Net income (loss) per share - diluted |
$0.28 |
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$(0.31) |
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$0.29 |
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$(0.65) |
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Shares used in basic per share computation |
2,436,711 |
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3,027,965 |
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2,436,711 |
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3,027,965 |
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Shares used in diluted per share computation |
2,509,292 |
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3,027,965 |
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2,529,569 |
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3,027,965 |
See accompanying notes.
5 |
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
(Unaudited)
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Six Months Ended |
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October 31, 2011 |
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October 31, 2010 |
Operating activities: |
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Net income (loss) |
$243,226 |
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$(2,382,723) |
Adjustments to reconcile net income (loss) |
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to net cash used by operating activities: |
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Equity in earnings of unconsolidated subsidiaries, net
of
|
(533,132) |
|
(496,271) |
Gain on sale of real estate |
(591,597) |
|
-0- |
Deferred income taxes |
395,000 |
|
-0- |
Depreciation |
1,764,694 |
|
1,694,031 |
Amortization |
178,643 |
|
142,475 |
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Changes in operating assets and liabilities: |
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Accounts, notes and other receivables |
820,053 |
|
4,919,999 |
Deposits, escrows, prepaid and deferred expenses |
1,385,042 |
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(417,013) |
Cash and cash equivalents restricted |
81,694 |
|
181,750 |
Accrued liabilities |
(2,934,052) |
|
(409,222) |
Deferred income |
13,464 |
|
49,707 |
Accounts and other payables |
(936,051) |
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(4,987,275) |
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Net cash used by operating activities |
(113,016) |
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(1,704,542) |
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Investing activities: |
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Distributions from affiliates |
200,000 |
|
353,132 |
Purchase of marketable securities |
(151,136) |
|
(160,000) |
Purchase of equipment and tenant improvements |
(72,476) |
|
(114,236) |
Proceeds from sale of real estate |
1,559,658 |
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-0- |
Deconsolidation of CP Associates, LLC |
-0- |
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(1,891,798) |
Additions to developed properties and properties under
|
(2,785,296) |
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(10,790,989) |
Net cash used by investing activities |
(1,249,250) |
|
(12,603,891) |
See accompanying notes.
6 |
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
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Six Months Ended |
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October 31, 2011 |
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October 31, 2010 |
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Financing activities: |
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Limited partners investment in consolidated joint ventures |
$-0- |
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$936,401 |
Proceeds from: |
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Construction loans payable |
2,310,618 |
|
12,779,943 |
Mortgage loans payable |
550,000 |
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-0- |
Notes payable |
25,000 |
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-0- |
Principal payments on: |
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Construction loans payable |
(177,312) |
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-0- |
Mortgage loans payable |
(1,095,639) |
|
(534,263) |
Notes payable |
(237,941) |
|
(483,062) |
Advances to related parties and affiliates, net |
(16,809) |
|
(6,901) |
Net cash provided by financing activities |
1,357,917 |
|
12,692,118 |
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Net change in cash and cash equivalents |
(4,349) |
|
(1,616,315) |
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Cash and cash equivalents, beginning of period |
858,175 |
|
5,179,164 |
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Cash and cash equivalents, end of period |
$853,826 |
|
$3,562,849 |
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|
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$3,007,214 |
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$3,118,097 |
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Cash paid during the period for income taxes |
$13,114 |
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$35,791 |
|
See accompanying notes.
7
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Business and Significant Accounting Policies:
Description of Business
First Hartford Corporation was incorporated in Maine in 1909 and is engaged in the purchase, development, ownership, management and sale of real estate.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of First Hartford Corporation (the Company), its wholly owned subsidiaries, and all other entities in which the Company has a controlling interest, including those where the Company has been determined to be a primary beneficiary of a variable interest entity or meets certain criteria as a sole general partner or managing member in accordance with the consolidation guidance of the Financial Accounting Standards Board Accounting Standards Codification. As such, included in the consolidated financial statements are the accounts of Rockland Place Apartments Limited Partnership and Clarendon Hill Somerville Limited Partnership. The Companys ownership percentage in these variable interest entity partnerships is nominal. All significant intercompany balances and transactions have been eliminated.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments to previously established loss provisions) considered necessary for a fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the entire year. The condensed consolidated balance sheet as of April 30, 2011 was derived from the audited financial statements for the year then ended. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys annual report on Form 10-K for the fiscal year ended April 30, 2011.
Because the Company is engaged in the development and sale of real estate at various stages of construction, the operating cycle may extend beyond one year. Accordingly, following the usual practice of the real estate industry, the accompanying condensed consolidated balance sheets are unclassified.
Change in Accounting Policy
The Company adopted, as required, Accounting Standards Update (ASU) 2009-17 Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities effective May 1, 2010. Under this ASU, the identification of a primary beneficiary of a variable interest entity (VIE) is defined as the enterprise that has both of the following characteristics: a) the power to direct the activities of a VIE that most significantly impacts the VIEs economic performance, and b) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Based on this updated guidance, the Company determined that it is no longer considered to be the primary beneficiary of CP Associates, LLC (CP Associates). As a result of the initial application of this updated guidance, the Company deconsolidated CP Associates as of May 1, 2010 and has measured its 50% retained interest in CP Associates at the carrying amount of the Companys retained interest had this updated guidance been effective when CP Associates was initially formed.
8 |
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Business and Significant Accounting Policies (concluded):
Change in Accounting Policy (concluded):
The difference between the net amount derecognized from the Companys balance sheet and the amount of the Companys 50% retained interest in CP Associates has been recognized as a cumulative effect adjustment to the Companys equity as of May 1, 2010.
Currently, there are no ASUs that the Company is required to adopt which are likely to have a material effect on its financial statements.
Net Income (Loss) Per Common Share
Basic net income (loss) per share amounts are determined using the weighted average number of shares of common stock outstanding during the reporting period. Diluted earnings (loss) per share amounts include the weighted average outstanding common shares as well as dilutive common stock options of 72,581 and 92,858 shares for the three and six month periods ended October 31, 2011. Common stock options of 103,724 and 116,505 for three and six month periods ended October 31, 2010 were anti-dilutive.
Financial Instruments and Fair Value
The Companys financial instruments include cash and cash equivalents, accounts receivable, marketable securities, accounts payable, accrued expenses, and debt. The fair values of accounts receivable, accounts payable and accrued expenses are estimated to approximate their carrying amounts because of their relative short-term nature. In general, the carrying amount of variable rate debt approximates its fair value. Further, the carrying amount of fixed rate debt approximates fair value since the interest rates on the debt approximates the Companys current incremental borrowing rate. Marketable securities consist of equity securities and are stated at fair value based on the last sale of the period obtained from recognized stock exchanges (i.e. Level 1). There were no significant gross unrealized gains or temporary losses on such securities as of either October 31, 2011 or April 30, 2011. Net unrealized gains of $64,210 are included in accumulated-other comprehensive income.
2. Consolidated Variable Interest Entities and Investments in Affiliated Partnerships:
The Company has consolidated both Rockland and Clarendon based on the express legal rights and obligations provided to it by the underlying partnership agreements and its control of their business activity. The assets of these partnerships can only be used to settle their obligations and their liabilities for which creditors (or beneficial interest holders) do not have recourse to the general credit of the Company are shown parenthetically in the line items of the consolidated balance sheets. A summary of the assets and liabilities of Rockland and Clarendon included in the Companys consolidated balance sheets follows:
|
|
October 31 |
April 30 |
|
|
2011 |
2011 |
|
Real estate and equipment, net |
$70,628,253 |
$68,919,929 |
|
Other assets |
8,213,613 |
8,761,962 |
|
Total assets |
78,841,866 |
77,681,891 |
|
Intercompany profit elimination |
(3,086,191) |
(3,140,022) |
|
Total assets |
$75,755,675 |
$74,541,869 |
|
|
|
|
|
Mortgages and other notes payable |
$62,475,766 |
$60,640,156 |
|
Other liabilities |
3,762,699 |
3,380,712 |
|
Total liabilities |
$66,238,465 |
$64,020,868 |
9
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. Consolidated Variable Interest Entities and Investments in Affiliated Partnerships (concluded):
The Company accounts for its 50% ownership interest in CP Associates, LLC, Cranston Parkade, LLC and Dover Parkade, LLC under the equity method of accounting. A summary of the operating results for these entities follows:
|
Three Months Ended |
Six Months Ended |
|||||
|
June 30, 2011 |
|
June 30, 2010 |
June 30, 2011 |
|
June 30, 2010 |
|
CP Associates, LLC |
|
|
|
|
|
|
|
Revenues |
$782,153 |
|
$776,155 |
$1,559,139 |
|
$1,556,710 |
|
Expenses |
598,477 |
|
630,492 |
1,185,622 |
|
1,257,789 |
|
Loss on derivatives |
(367,144) |
|
(261,205) |
(36,757) |
|
(1,347,209) |
|
Net income (loss) |
($183,468) |
|
($115,542) |
$336,760 |
|
($1,048,288) |
|
|
|
|
|
|
|
|
|
|
June 30, 2011 |
|
June 30, 2010 |
June 30, 2011 |
|
June 30, 2010 |
|
Cranston Parkade, LLC |
|
|
|
|
|
|
|
Revenue |
$1,269,142 |
|
$1,198,379 |
$2,493,257 |
|
$2,492,136 |
|
Expenses |
1,003,614 |
|
1,024,621 |
2,016,795 |
|
2,018,455 |
|
Net income |
$265,528 |
|
$173,758 |
$476,462 |
|
$473,681 |
|
|
|
|
|
|
|
|
|
|
October 31, 2011 |
|
October 31, 2010 |
October 31, 2011 |
|
October 31, 2010 |
|
Dover Parkade, LLC |
|
|
|
|
|
|
|
Revenue |
$662,606 |
|
$609,879 |
$1,261,366 |
|
$1,282,552 |
|
Expenses |
523,616 |
|
516,494 |
1,008,327 |
|
1,063,573 |
|
Net income |
$138,990 |
|
$93,385 |
$253,039 |
|
$218,979 |
For the years prior to May 1, 2009, the Company was committed to provide funding to CP Associates, LLC, Cranston Parkade LLC and Dover Parkade LLC. Although the Company no longer considers itself liable for their obligations it had not previously discontinued applying the equity method on these investments since the Company had previously considered itself to be committed to providing financial support to them. The Companys investment in them was recorded at cost and subsequently adjusted for their gains, losses and distributions. The resulting carrying value of these investments is ($4,054,850) as of October 31, 2011 and ($4,387,981) as of April 30, 2011 is included in other liabilities.
3. Income Taxes:
As of October 31, 2011, the Company has concluded that it is more likely than not that it will realize $843,000 in deferred income tax assets. The effective income tax rate for the three and six months ended October 31, 2011 differs from the customary expected Federal statutory rate primarily because the Company does not obtain any income tax benefit for the losses attributable to the noncontrolling interests in Rockland and Clarendon.
4. Litigation:
In connection with a court order, on November 29, 2010, the Company purchased 591,254 shares of common stock beneficially owned by Richard E. Kaplan. Under the terms set by the court, the Company made a cash payment of $500,000 and issued a secured note for $2,879,407. The note is payable in quarterly installments of $118,970 plus interest through November 1, 2015. The accrual for this matter was recorded prior to May 1, 2009. In addition, the Company was also required to pay pre-judgment interest from September 13, 2005 through November 29, 2010 of approximately $790,000 which is due November 1, 2015.
10 |
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. Litigation (concluded):
Such interest has been accrued as the litigation proceeded. The Company has pledged the aforementioned 591,254 shares of repurchased common stock and a security interest in certain of the Companys other assets as collateral. On December 14, 2010, the Company filed an appeal with the United States Court of Appeal for the First Circuit, but the Courts verdict was affirmed. The Company has filed an appeal for rehearing which was denied. On December 16, 2011, Kaplan filed a suit to recover approximately $140,000 in legal fees. The Company does not believe it will ultimately be liable to Kaplan for these fees.
5. Subsequent Events:
On January 6, 2012, Protective Life Insurance Company (the lender for the Edinburg shopping center) received $4,403,382 from the proceeds of the public infrastructure bonds. Of that amount, $3,600,000 was applied as a principal payment of the outstanding loan and $803,382 was deposited into a special escrow account to meet any shortfall amounts of the shopping center.
The remaining balance of the receivable of $7,316,917 will be paid via sales tax or additional funding from bonds.
Item 2. MANAGEMENTS 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 Companys financial position and results of operations. This financial and business analysis should be read in conjunction with the condensed consolidated financial statements and related notes.
The following discussion and certain other sections of this Report on Form 10-Q contain statements reflecting the Companys views about its future performance and constitutes 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 Companys actual results to differ materially from the results discussed in such forward-looking statements. Readers should consider how various factors including changes in general economic conditions, cost of materials, interest rates and availability of funds, and the nature of competition and relationships with key customers may affect the Companys performance. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or other.
Critical Accounting Policies
There have been no significant changes in the Companys critical accounting policies from those included in Item 7 of its Annual Report on Form 10-K for the year ended April 30, 2011 under the subheading "Critical Accounting Policies and Estimates". Significant judgment was required to estimate the cost of real estate sold. Based upon the lot sold and negotiations with possible purchasers and/or tenants, management determined by best estimates the cost allocation of the lots.
Results of Operations
Rental Income
Rental income increased approximately $220,000 and $443,000 for the three and six month periods ended October 31, 2011 compared to the three and six periods ended October 31, 2010. The increase is mainly from Clarendon Towers as a result of having fewer apartments unoccupied for renovations.
11 |
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued):
Service Income
Service income increased approximately $1,625,000 and $1,767,000 for the three and six month periods ended October 31, 2011 as compared to the same periods in 2010. Of the increase, $1,530,000 was due to a development fee received by Connolly and Partners, LLC (a 75% owned subsidiary of the Company). The fee is related to arranging a purchase, financing and renovation for a partnership in which a subsidiary of the Company has a nominal, non-controlling interest as a limited partner.
Real Estate Transactions
On October 5, 2011, the Company purchased an 18.46 acre parcel of land in Del Valle, Texas for $2,412,875 and immediately sold a 2.26 acre parcel for approximately $1,560,000. The three and six month periods ended October 31, 2010 did not have any sales of real estate. The Company realized a gain of $591,597 on the sale.
Interest Expense
Increases in interest expense for the three and six month periods ended October 31, 2011, as compared to the three and six month periods ended October 31, 2010, are due to additions to the mortgage in finishing the Clarendon project.
Equity in Earnings of Unconsolidated Subsidiaries.
The equity in earnings of unconsolidated subsidiaries increased approximately $71,000 and $648,000 for the three and six month periods ended October 31, 2011 compared to the periods ended October 31, 2010. Included in the increases are income from operations of approximately $175,000 and $111,000, respectively. The larger variances are due to additional changes in derivatives compared to prior periods, as well as certain distributions.
Capital Resource and Liquidity
The Company ended the period with approximately $854,000 of unrestricted cash and cash equivalents. The unrestricted cash and cash equivalent including approximately $476,000 belonging to less than wholly owned consolidated partnerships (Rockland Place, LP - $160,000 and Clarendon Hill Somerville, LP - $316,000). Funds received from CVS Pharmacy, which are to be paid out in connection with CVS developments amounted to approximately $536,000 and is included in restricted cash and cash equivalents.
In the April 30, 2011 10-K the Company recited a list of items that supports the Companys contention that it believes that it has sufficient liquidity without any need to borrow funds to fund operations.
As of October 31, 2011, the Company has $143,831,969 of mortgages and notes payable outstanding. Maturities thereon which require cash payments over the next twelve months approximate those as of April 30, 2011. Expenditures for renovation construction projects during that same time frame will continue to be funded from proceeds under existing borrowing arrangements and from capital contribution commitments from limited partners in the Companys VIEs. Further, the Company expects that cash provided by operating activities along with its available cash resources as of October 31, 2011 will be sufficient to fund other activities.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Smaller reporting companies are not required to provide the information required by this item.
12 |
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the Evaluation), under the supervision and with the participation of our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls) as of the end of the period covered by this report pursuant to Rule 13a-15b of the Exchange Act. Based on this Evaluation, our President and Treasurer concluded that because of weaknesses in our control environment, our Disclosure Controls were not effective as of the end of the period covered by this report. Notwithstanding weaknesses in our control environment, as of October 31, 2011, we believe that the condensed consolidated financial statements contained in this report present fairly the Companys financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control Over Financial Reporting
As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period covered by this report, that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In connection with a court order, on November 29, 2010, the Company purchased 591,254 shares of common stock beneficially owned by Richard E. Kaplan. Under the terms set by the court, the Company made a cash payment of $500,000 and issued a secured note for $2,879,407. The note is payable in quarterly installments of $118,970 plus interest through November 1, 2015. The accrual for this matter was recorded prior to May 1, 2009. In addition, the Company was also required to pay pre-judgment interest from September 13, 2005 through November 29, 2010 of approximately $790,000 which is due November 1, 2015. Such interest has been accrued as the litigation proceeded. The Company has pledged the aforementioned 591,254 shares of repurchased common stock and a security interest in certain of the Companys other assets as collateral. On December 14, 2010, the Company filed an appeal with the United States Court of Appeal for the First Circuit, but the Courts verdict was affirmed. The Company has filed an appeal for rehearing which was denied. On December 16, 2011, Kaplan filed a suit to recover approximately $140,000 in legal fees. The Company does not believe it will ultimately be liable to Kaplan for these fees.
Item 1A. RISK FACTORS
Smaller reporting companies are not required to provide the information required by this item.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. REMOVED AND RESERVED
13 |
(a) |
The annual meeting of the Company was held on November 30, 2011. |
|||
(b) | Elected as Directors: Neil H. Ellis, David Harding and Stuart Greenwald | |||
(c) |
Director |
Votes For |
Votes Withheld |
Abstention |
Ellis |
1,972,514 |
1,807 |
None |
|
Harding |
1,972,514 |
1,807 |
None |
|
Greenwald |
1,972,514 |
1,807 |
None |
Exhibit 31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(c) under the Securities Exchange Act of 1934.
Exhibit 31.2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(c) under the Securities Exchange Act of 1934.
Exhibit 32.1 Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350.
Exhibit 32.2 Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350.
14 |
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 |
|
(Registrant) |
|
|
|
/s/ Neil H. Ellis |
|
January 27. 2012 |
______________________________ |
Date |
Neil H. Ellis B President and |
Chief Executive Officer |
|
|
|
January 27. 2012 |
/s/ Stuart I. Greenwald |
Date |
______________________________ |
Stuart I. Greenwald B Treasurer |
|
and Chief Financial Officer |
15 |