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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Period Ended September 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
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
535 Boylston Street - 11th Floor, Boston, MA 02116
-------------------------------------------- ----------
(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
--- ---
As of September 30, 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 9 Pages
at Page 2 --
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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
INDEX
Page No.
--------
PART I -- FINANCIAL INFORMATION
Balance Sheet --
At September 30, 1995 and December 31, 1994 3
Statement of Earnings --
Three Months and Nine Months Ended
September 30, 1995 and 1994 4
Statement of Cash Flows --
Nine Months Ended September 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 5: Other Information 8
Item 6: Exhibits and Reports on Form 8-K 8
SIGNATURES 9
-----------------------------------
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 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.
-2-
<PAGE>
PART 1 - FINANCIAL INFORMATION
------------------------------
ITEM 1: FINANCIAL STATEMENTS
AMERICANA HOTELS AND REALTY CORPORATION
BALANCE SHEET
<TABLE>
<CAPTION>
September 30,
1995 December 31,
(Unaudited) 1994
------------ ------------
<S> <C> <C>
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 151,000 1,140,000
Short-term investments, at cost 4,015,000 3,446,000
Accrued interest and rent receivable 143,000 --
Other assets 17,000 132,000
----------- -----------
$29,874,000 $33,038,000
=========== ===========
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 3,153,000 3,489,000
----------- -----------
5,325,000 5,748,000
----------- -----------
Stockholders' Equity
Common stock -- $1.00 par value,
20,000,000 share authorized,
6,524,375 shares outstanding 6,524,000 6,524,000
Additional paid-in capital 21,676,000 24,938,000
Accumulated deficit (3,651,000) (4,172,000)
----------- -----------
24,549,000 27,290,000
----------- -----------
$29,874,000 $33,038,000
=========== ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
STATEMENT OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ---------------------
1995 1994 1995 1994
-------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Revenues:
Interest income $500,000 $ 495,000 $1,523,000 $1,471,000
---------- ---------- ---------- ----------
Expenses:
Advisory fees 145,000 145,000 435,000 435,000
Administrative expenses:
Directors' compensation 44,000 43,000 196,000 155,000
D&O insurance 25,000 37,000 75,000 109,000
Shareholder relations 11,000 2,000 58,000 46,000
Other 1,000 3,000 91,000 70,000
Less: charge to
Liquidation Reserve -- -- -- (15,000)
Legal expense 46,000 75,000 147,000 384,000
--------- --------- --------- ---------
272,000 305,000 1,002,000 1,184,000
--------- --------- --------- ---------
Net earnings $228,000 $190,000 $ 521,000 $ 287,000
========= ======== ========== ==========
Net earnings per share $.04 $.03 $.08 $.04
==== ==== ==== ====
Shares outstanding 6,524,000 6,524,000 6,524,000 6,524,000
</TABLE>
See notes to financial statements.
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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities
Net Earnings $ 521,000 $ 287,000
Adjustments to Net Earnings:
Operating losses of foreclosed
properties charged to investment
loss reserve, net -- (191,000)
Decrease/(Increase) in accrued
interest and rent receivable (143,000) 32,000
Decrease in other assets 115,000 57,000
Increase/(Decrease) in accounts payable
and accrued expenses (87,000) (35,000)
Decrease in liquidation reserve -- (15,000)
---------- ----------
Net Cash Provided by (Used in)
Operating Activities 406,000 135,000
---------- ----------
Cash Flows from Investing Activities
Disposition/reduction of
investments, net 2,772,000 3,400,000
---------- -----------
Net Cash Provided by
Investing Activities 2,772,000 3,400,000
---------- ----------
Cash Flows from Financing Activities
Liquidating Distribution (3,262,000) --
Amortization of mortgage loan payable (336,000) (305,000)
---------- ----------
Net Cash Used in Financing Activities (3,598,000) (305,000)
---------- ----------
Increase (Decrease) in Cash and
Short-term Investments (420,000) 3,230,000
Cash and Short-term Investments
At Beginning of Period 4,586,000 672,000
---------- ---------
Cash and Short-term Investments
At End of the Period $4,166,000 $3,902,000
========== ==========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
September 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 held for disposition are summarized as
follows:
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------ ------------
<S> <C> <C>
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
=========== ===========
</TABLE>
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
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 1995
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
a) Liquidity and Capital Resources
At September 30, 1995 the Corporation had $4.1 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 third quarter of 1995 produced earnings of $228,000,
compared to earnings of $190,000 in 1994. Results for the first
nine months of 1995 were earnings of $521,000 compared to earnings
of $287,000 for the first nine months of 1994.
Interest income in 1995 relates to earnings on mortgage loans on hotel
properties at the JFK Airport and in Kansas City, Missouri, and interest
from short-term investments.
The total administrative expenses incurred in the first nine months of
1995 increased $40,000 compared to 1994 expenses. However, in 1994,
$15,000 of administrartive expenses incurred were charged to the
liquidation reserve. The liquidation reserve was established in 1990 for
anticipated expenses of the Corporation's plan of liquidation. The
$900,000 remaining balance in the liquidation reserve is currently
estimated to be appropriate for the anticipated expenses of the
Corporation's ultimate liquidation and, therefore, all administrative
expenses are now being charged to operations instead of to the
liquidation reserve.
Legal expenses decreased approximately 62% in the first nine months of
1995 compared to 1994 due to the conclusion of legal activity in 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 a breakeven in 1995 and 1994.
-7-
<PAGE>
PART II - OTHER INFORMATION
---------------------------
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
-8-
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
September 30, 1995
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.
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: November , 1995
---
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 151,000
<SECURITIES> 0
<RECEIVABLES> 143,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,326,000
<PP&E> 25,548,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,874,000
<CURRENT-LIABILITIES> 1,272,000
<BONDS> 4,053,000
<COMMON> 6,524,375
0
0
<OTHER-SE> 18,025,000
<TOTAL-LIABILITY-AND-EQUITY> 29,874,000
<SALES> 0
<TOTAL-REVENUES> 500,000
<CGS> 0
<TOTAL-COSTS> 272,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 228,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 228,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 228,000
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
