UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Period Ended June 30, 1995
Commission File Number: 1-8431
AMERICANA HOTELS AND REALTY CORPORATION
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(Exact name of registrant as specified in its charter)
MARYLAND 36-3163723
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
535 Boylston Street - 11th Floor, Boston, MA 02116
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(Address of principal executive offices) (Zip Code)
(617) 247-3358
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(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (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
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As of August 1, 1995, Americana Hotels and Realty Corporation had 6,524,375
shares of common stock, $1.00 par value, outstanding.
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The Exhibit Index Appears Page 1 of 8 Pages
at Page 2 ---
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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
INDEX
Page No.
PART I - FINANCIAL INFORMATION
Balance Sheet -
At June 30, 1995 and December 31, 1994 3
Statement of Earnings -
Three Months and Six Months Ended
June 30, 1995 and 1994 4
Statement of Cash Flows -
Six Months Ended June 30, 1995 and 1994 5
Notes to Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 4: Submission of Matters to a Vote of
Security Holders 8
Item 5: Other Information 8
Item 6: Exhibits and Reports on Form 8-K 8
SIGNATURES 8
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The accompanying financial statements have been prepared by the Corporation
("Registrant") without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted from the
accompanying financial statements, pursuant to the Securities and Exchange
Commission rules and regulations. Although the Registrant believes that the
disclosures which are made are adequate to make the information presented not
misleading, it is suggested that the Financial Statements be read in conjunction
with the Financial Statements and Notes thereto included in the Americana Hotels
and Realty Corporation Annual Report on Form 10-K for the year ended December
31, 1994.
In the opinion of the Registrant, the financial information included herein
reflects all adjustments necessary for a fair presentation of the results for
the interim period. The interim results of operations and cash flows are not
necessarily indicative of results of operations or cash flows which could be
expected for the entire year. The amounts contained in this interim report are
unaudited and may be subject to year-end adjustment.
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<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
AMERICANA HOTELS AND REALTY CORPORATION
BALANCE SHEET
June 30,
1995 December 31,
(Unaudited) 1994
----------- -----------
ASSETS
Investments held for disposition $26,670,000 $32,090,000
Less: Investment loss reserve (1,122,000) (3,770,000)
------------ ------------
Net investments $25,548,000 $28,320,000
Cash 250,000 1,140,000
Short-term investments, at cost 3,765,000 3,446,000
Accrued interest receivable 143,000 --
Other assets 55,000 132,000
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$29,761,000 $33,038,000
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----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable $ 133,000 $ 258,000
Accrued fees and expenses 1,139,000 1,101,000
Liquidation reserve 900,000 900,000
Mortgage loan payable 3,268,000 3,489,000
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5,440,000 5,748,000
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Stockholders' Equity
Common stock - $1.00 par value,
20,000,000 shares authorized,
6,524,375 shares outstanding 6,524,000 6,524,000
Additional paid-in-capital 21,676,000 24,938,000
Accumulated deficit (3,879,000) (4,172,000)
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24,321,000 27,290,000
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$29,761,000 $33,038,000
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See notes to financial statements.
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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
STATEMENT OF EARNINGS
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1995 1994 1995 1994
Revenues:
Interest income $ 506,000 $ 476,000 $1,023,000 $ 976,000
Expenses:
Advisory fees 145,000 145,000 290,000 290,000
Administrative expenses:
Directors' compensation 53,000 42,000 152,000 112,000
D&O insurance 25,000 37,000 50,000 72,000
Shareholder relations 19,000 20,000 47,000 44,000
Other 41,000 19,000 90,000 67,000
Less: charged to
Liquidation Reserve -- -- -- (15,000)
Legal expense 55,000 157,000 101,000 309,000
---------- ---------- ---------- ----------
338,000 420,000 730,000 879,000
---------- ---------- ---------- ----------
Net earnings $ 168,000 $ 56,000 $ 293,000 $ 97,000
---------- ---------- ---------- ----------
Net earnings per share $ .02 $ .00 $ .04 $ .01
---------- ---------- ---------- ----------
Weighted average number
of shares outstanding 6,524,000 6,524,000 6,524,000 6,524,000
See notes to financial statements.
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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30,
1995 1994
------------ ------------
Cash Flows from Operating Activities
Net earnings/(loss) $ 293,000 $ 97,000
Adjustments to net earnings/(loss):
Decrease/(Increase) in accrued interest
receivable (143,000) 32,000
(Increase)Decrease in other assets 77,000 11,000
Increase(Decrease) in accounts payable
and accrued expenses (87,000) (28,000)
Decrease in liquidation reserve -- (15,000)
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Net Cash Provided by
Operating Activities 140,000 97,000
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Cash Flows from Investing Activities
Disposition/reduction of investments 2,772,000 3,160,000
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Net Cash Provided by Investing Activities 2,772,000 3,160,000
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Cash Flows from Financing Activities
Liquidating Distributions (3,262,000) --
Amortization of mortgage loan payable (221,000) (201,000)
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Net Cash Used in Financing Activities (3,483,000) (201,000)
----------- ----------
(Decrease)/Increase in Cash and
Short-term Investments (571,000) 3,056,000
Cash and Short-term Investments
At Beginning of the Period 4,586,000 672,000
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Cash and Short-term Investments
At End of the Period $4,015,000 $3,728,000
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See notes to financial statements.
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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 1995
BASIS OF ACCOUNTING
Federal Income Taxes
The Corporation has qualified and has elected to be taxed as a real estate
investment trust under Sections 856-860 of the Internal Revenue Code.
Accordingly, no provisions have been made for Federal income taxes in the
financial statements.
Foreclosed Properties
Properties acquired through foreclosure or a deed in lieu of foreclosure are
recorded at the lower of their cost or fair value at the date of acquisition.
Operating losses or income of foreclosed properties, including related interest
expense, are charged or credited to the investment loss reserve.
Investment Loss Reserve
The Corporation provides an investment loss reserve and regularly evaluates it
for adequacy based upon comparing the carrying value of individual investments
with their estimated net realizable value, including the estimated cost of
holding the property through disposition. While it is believed that the
investment loss reserve is adequate, adjustments may be necessary in the future.
PLAN OF DISPOSITION OF ASSETS AND LIQUIDATION
On June 28, 1988, the Stockholders of the Corporation approved a Plan of
Disposition of Assets and Liquidation whereby all the remaining investments held
by the Corporation would be sold and the proceeds distributed to Stockholders in
complete liquidation and dissolution of the Corporation.
INVESTMENTS HELD FOR DISPOSITION
The Corporation's investments are summarized as follows:
June 30, December 31,
1995 1994
------------ ------------
Purchase money mortgage loan $ 14,500,000 $ 14,500,000
Foreclosed properties 12,170,000 17,590,000
Less: Investment loss reserve (1,122,000) 3,770,000)
------------ ------------
$ 25,548,000 $ 28,320,000
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ADVISORY AGREEMENT
Americana Corporation (the "Advisor") advises the Corporation with respect to
its investments and administers the day-to-day operations of the Corporation,
all subject to the general supervision of the Corporation's Board of Directors.
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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
June 30, 1995
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
a) Liquidity and Capital Resources
At June 30, 1995 the Corporation had $4 million of cash and
short-term investments. During the first half of 1995, the
Corporation received $2.7 million in cash on the sale of the hotel
property in Kansas City, and distributed to Stockholders $3.2 million
as a liquidating distribution.
The Corporation has no material commitments for capital expenditures
on its two remaining investments. However, pending the disposition of
the investments, funds may be needed for either the Corporation's
operating expenses or property holding costs. The Corporation's
investments consist of a foreclosed property (Palm Springs,
California) and a mortgage loan (JFK Airport Hilton Hotel).
b) Results of Operations
Results for the second quarter of 1995 produced earnings of $168,000,
compared to earnings of $56,000 in 1994. Results for the first half
of 1995 were earnings of $293,000 compared earnings of $97,000 for
the first half of 1994.
Interest income in 1995 relates to earnings on short-term investments
and mortgage loans on hotel properties at the JFK Airport and in
Kansas City, Missouri. The slight increase (6%) in interest income in
1995 compared to 1994 is due to interest on the mortgage received in
February, 1995 upon the sale of the Kansas City hotel property, and
higher earnings on short-term investments; while the payments on the
JFK Airport mortgage were slightly lower due to the restructuring of
the mortgage as part of the borrower's Plan of Reorganization.
The total administrative expenses incurred in the first half of 1995
increased $44,000 compared to 1994 expenses. This was in part due to
higher Directors' compensation related to the increase in the market
price of the Corporation's stock for shares in a deferred
compensation plan.
Legal Expense decreased approximately 67% in the first half of 1995
compared to 1994 due to the conclusion of legal activity on the
bankruptcy proceedings related to the borrower on the JFK Airport
Hotel mortgage loan.
The operations from the foreclosed property in Palm Springs,
California was approximately break even in 1995 and 1994.
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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
June 30, 1995
PART II - OTHER INFORMATION
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ITEM 4: Submission of Matters to a Vote of Security Holders
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At the Annual Meeting of Stockholders held on May 18, 1995,
George H. Bigelow, John A. Cervieri Jr., William A. Kaynor, and
John F. Sexton were re-elected as Directors for terms expiring
on the date of the Annual Meeting of Stockholders in 1996.
ITEM 5: Other Information
-----------------
This report should be read in conjunction with the
Corporation's 1994 Annual Report and Form 10-K.
ITEM 6: Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits - None
(b) Reports on Form 8-K - None
SIGNATURES
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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.
AMERICANA HOTELS AND REALTY CORPORATION
Registrant
BY: /s/ George H. Bigelow
----------------------
George H. Bigelow - President
Chief Operating Officer
BY: /s/ Morris W. Kellogg
----------------------
Morris W. Kellogg
Chief Financial Officer
DATED: August _____, 1995
-8-
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