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HMG > SEC Filings for HMG > Form 10-Q on 13-Nov-2008All Recent SEC Filings

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Form 10-Q for HMG COURTLAND PROPERTIES INC


13-Nov-2008

Quarterly Report


Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations

RESULTS OF OPERATIONS
The Company reported net losses of approximately $762,000 (or $.74 per share) and approximately $1,030,000 (or $1.01 per share) for the three and nine months ended September 30, 2008, respectively. This is as compared with net losses of approximately $456,000 (or $.45 per share) and $238,000 (or $.23 per share) for the three and nine months ended September 30, 2007, respectively.

As discussed below, total revenues for the three and nine months ended September 30, 2008 as compared with the same periods in 2007, increased by approximately $179,000 (8%) and $685,000 (9%), respectively. Total expenses for the three and nine months ended September 30, 2008, as compared with the same periods in 2007, increased by approximately $96,000 (3%) and $216,000 (2%), respectively.

REVENUES
Rentals and related revenues for the three and nine months ended September 30,
2008 as compared with the same periods in 2007 increased by $54,000 (14%) and
$89,000 (8%). The increases were primarily due to increased rental revenue from
the Monty's retail space.

Restaurant operations:
Summarized statements of income for the Company's Monty's restaurant for the
three and nine months ended September 30, 2008 and 2007 is presented below:

                                              For the three months             For the nine months
                                               ended September 30,             ended September 30,
                                              2008            2007            2008            2007
               Revenues:
Food and Beverage Sales                    $ 1,350,000     $ 1,334,000     $ 5,206,000     $ 4,762,000

               Expenses:
Cost of food and beverage sold                 371,000         367,000       1,391,000       1,280,000
Labor and related costs                        324,000         292,000       1,020,000         918,000
Entertainers                                    54,000          61,000         165,000         164,000
Other food and beverage direct costs            64,000          48,000         213,000         173,000
Other operating costs                           66,000          89,000         222,000         244,000
Repairs and maintenance                         60,000          53,000         158,000         175,000
Insurance                                       77,000          78,000         232,000         250,000
Management and accounting fees                  47,000          52,000         104,000         284,000
Utilities                                       66,000          53,000         194,000         147,000
Rent (as allocated)                            143,000         143,000         530,000         486,000
             Total Expenses                  1,272,000       1,236,000       4,229,000       4,121,000

Income before depreciation and minority
interest                                   $    78,000     $    98,000     $   977,000     $   641,000

(12)


Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

The following table summarizes the amounts on the table above as a percentage of
sales:


All amounts as a percentage of sales          For the three months             For the nine months
                                               ended September 30,             ended September 30,
                                              2008             2007           2008             2007
               Revenues:
Food and Beverage Sales                           100 %            100 %          100 %            100 %

                Expenses:
Cost of food and beverage sold                     27 %             27 %           27 %             27 %
Labor and related costs                            24 %             22 %           20 %             19 %
Entertainers                                        4 %              5 %            3 %              4 %
Other food and beverage direct costs                5 %              4 %            4 %              4 %
Other operating costs                               5 %              7 %            4 %              5 %
Repairs and maintenance                             4 %              4 %            3 %              4 %
Insurance                                           6 %              5 %            4 %              5 %
Management fees                                     3 %              4 %            2 %              6 %
Utilities                                           5 %              4 %            4 %              3 %
Rent (as allocated)                                11 %             11 %           10 %             10 %
             Total Expenses                        94 %             93 %           81 %             87 %

Income before depreciation and minority
interest                                            6 %              7 %           19 %             13 %

For the three and nine months ended September 30, 2008 as compared with the same periods in 2007 restaurant sales increased by approximately $16,000 (or 1%) and $444,000 (or 9%), respectively.

For the three and nine months ended September 30, 2008 labor and related costs as a percentage of sales was 24% and 20%, respectively, as compared to 22% and 19% for the three and nine months ended September 30, 2007, respectively. These increases are primarily a result of higher management wages.

(13)


Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

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,
                                              2008           2007           2008            2007
            Marina Revenues:
Monty's dockage fees and related income    $   310,000     $ 290,000     $   949,000     $   937,000
Grove Isle marina slip owners dues and
dockage fees                                   137,000       119,000         378,000         354,000
         Total marina revenues                 447,000       409,000       1,327,000       1,291,000

             Marina Expenses:
Labor and related costs                         57,000        50,000         177,000         168,000
Insurance                                       51,000        50,000         148,000         150,000
Management fees                                 19,000        19,000          58,000          54,000
Utilities, net of tenant reimbursement           9,000        15,000           3,000          48,000
Rent and bay bottom lease expense               59,000        56,000         181,000         178,000
Repairs and maintenance                         24,000        45,000          94,000         124,000
Other                                           25,000        10,000          73,000          69,000
         Total marina expenses                 244,000       245,000         734,000         791,000

Income before depreciation and minority
interest                                   $   203,000     $ 164,000     $   593,000     $   500,000

Marina revenues for the three and nine months ended September 30, 2008 as compared to the same periods in 2007 increased by 9% and 3%, respectively, primarily as a result of increased dues at the Grove Isle marina. Marina expenses for the nine months ended September 30, 2008 as compared to the same period in 2007 decreased by approximately $57,000 (or 7%) primarily due to decreased repairs and maintenance expenses.

(14)


Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

Spa operations:
Below are summarized statements of income for Grove Isle spa operations. The
Company owns 50% of the Grove Isle Spa with the other 50% owned by an affiliate
of the Noble House Resorts, the tenant of the Grove Isle Resort:

                                                                                      Nine           Nine
                                            Three months        Three months         months         months
                                                ended               ended            ended          ended
 Summarized statements of income of spa     September 30,       September 30,      September      September
               operations                       2008                 2007           30, 2008       30, 2007
               Revenues:
Services provided                          $       215,000     $       143,000     $  612,000     $  496,000
Membership and other                                13,000              13,000         40,000         40,000
Total spa revenues                                 228,000             156,000        652,000        536,000
               Expenses:
Cost of sales (commissions and other)               86,000              38,000        201,000        141,000
Salaries, wages and related                         64,000              66,000        185,000        208,000
Other operating expenses                            91,000              81,000        179,000        203,000
Management and administrative fees                  11,000               9,000         31,000         34,000
Other non-operating expenses                       (15,000 )            11,000          9,000         38,000
Total Expenses                                     237,000             205,000        605,000        624,000

(Loss) income before interest,
depreciation and
minority interest                          $        (9,000 )   $       (49,000 )   $   47,000     $  (88,000 )

Spa revenues for the three and nine months ended September 30, 2008 as compared with the same periods in 2007 increased by $72,000 (or 46%) and $116,000 (or 22%). The spa is benefiting from increased occupancy and overall improved operations at the Grove Isle resort during 2008.

Net (loss) gain from investments in marketable securities:
Net loss from investments in marketable securities for the three and nine months ended September 30 2008 was approximately $689,000 and $904,000, respectively, as compared with a net gain from investments in marketable securities of approximately $118,000 and $368,000 for the same comparable periods in 2007. For further details refer to Note 4 to Condensed Consolidated Financial Statements (unaudited).

Net income from other investments:
Net income from other investments for the three and nine months ended September 30, 2008 was approximately $7,000 and $165,000, respectively, as compared with net income of approximately $24,000 and $766,000 for the same comparable periods in 2007. The decrease in income was primarily from a non-recurring 2007 cash distribution from an investment in a bank and in a partnership owning diversified businesses. For further details refer to Note 5 to Condensed Consolidated Financial Statements (unaudited).

Interest, dividend and other income:
Interest and dividend income for the three and nine months ended September 30, 2008 was approximately $73,000 and $409,000, respectively, as compared with approximately $124,000 and $368,000, for the same periods in 2007. The decrease from last year in the three month periods of $51,000 (or 41%), was primarily due to lower interest rates and lower dividend income. The increase from last year in the nine month periods of $41,000 (or 11%) was primarily the result of real estate commission earned by Courtland Houston, Inc. of approximately $168,000 in June 2008, partially offset by lower interest and dividend income.

(15)


Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

EXPENSES
Expenses for rental and other properties for the three and nine months ended September 30, 2008 were consistent with that for the three and nine months ended September 30, 2007.

For comparisons of all food and beverage related expenses refer to Restaurant Operations (above) summarized statement of income for Monty's restaurant.

For comparisons of all marina related expenses refer to Marina Operations
(above) for summarized and combined statements of income for marina operations.

For comparisons of all spa related expenses refer to Spa Operations (above) for summarized statements of income for spa operations.

Adviser's base fee for the three and nine months ended September 30, 2008 as compared to the same periods in 2007 increased by $30,000 (or 13%) and $90,000 (or 13%). This was the result of the amendment to the Advisory Agreement effective January 1, 2008, as previously reported.

Professional fees for the three months ended September 30, 2008 as compared to the same period in 2007 increased by $18,000 (or 22%), primarily due to legal costs related to loan restructuring. Professional fees decreased for the nine months ended September 30, 2008 primarily due to non-recurring restaurant consulting fees of approximately $28,000 paid in May 2007.

Interest expense for the three and nine months ended September 30, 2008 as compared to the same periods in 2007 decreased by $74,000 (or 18%) and $194,000 (or 16%). This was primarily due to lower interest rates in 2008 versus 2007.

Minority partner's interest in operating (gains) losses for the three and nine months ended September 30, 2008 as compared to the same periods in 2007 decreased by $30,000 (or 15%) and $288,000 (or 98%). This was primarily the result of increased operating gains from the Monty's operations and from the Grove Isle Spa operations.

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 in 2008 primarily consist of maturities of debt obligations of approximately $4 million and commitments to fund private capital investments of approximately $1.3 million due upon demand. The funds necessary to meet these obligations are expected to be available from the proceeds of sales of properties or investments, refinancing, distributions from investments and available cash. The majority of maturing debt obligations for 2008 is a note payable to the Company's 49% owned affiliate, T.G.I.F. Texas, Inc. ("TGIF") of approximately $3.7 million. This amount is due on demand. The obligation due to TGIF will be paid with funds available from distributions from the Company's investment in TGIF and from available cash.

(16)


Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

MATERIAL COMPONENTS OF CASH FLOWS
For the nine months ended September 30, 2008, net cash provided by operating activities was approximately $837,000 primarily due to improved restaurant and spa operations.

For the nine months ended September 30, 2008, net cash provided by investing activities was approximately $478,000. This consisted primarily of approximately $3.1 million in net proceeds from sales of marketable securities and collections of notes receivable of approximately $500,000, partially offset by increased investments in marketable securities of $2.3 million, contributions to other investments of $495,000 and improvements to the Monty's property of approximately $554,000.

For the nine months ended September 30, 2008, net cash used in financing activities was approximately $1.5 million consisting of $2 million restricted cash relating to the loan modification discussed in Note 7. $1 million of this restricted cash was contributed by the Company 50% partner in the Monty's property. Repayments of loans accounted for the other $508,000 cash used in financing activities.

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