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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 Quarter Ended March 31, 1996
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)
Unchanged
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(Former name, address and 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. Yes _X_ No ___
As of March 31, 1996, 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 at Page 2 Page 1 of 8 Pages
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1
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
INDEX
Page No.
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PART I - FINANCIAL INFORMATION
Balance Sheet -
At March 31, 1996 and December 31, 1995 3
Statement of Earnings -
Three Months Ended March 31, 1996 and 1995 4
Statement of Cash Flows -
Three Months Ended March 31, 1996 and 1995 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 7
Item 6: Exhibits and Reports on Form 8-K 7
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 general
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, 1995.
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 changes in cash flows
are not necessarily indicative of results 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.
2
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
BALANCE SHEET
<TABLE>
<CAPTION>
March 31, 1996 December 31,
(Unaudited) 1995
----------------- ---------------
<S> <C> <C>
ASSETS
Investments held for disposition $12,170,000 $26,670,000
Less: Investment loss reserve -- (2,187,000)
------------ ------------
Net investments 12,170,000 24,483,000
Cash 107,000 89,000
Short term investments, at cost, which
approximate market 16,668,000 4,165,000
Accrued interest receivable -- 143,000
Other assets , 57,000 78,000
------------ -------------
$29,002,000 $28,958,000
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable $ 133,000 $ 133,000
Accrued fees and expenses 1,145,000 1,143,000
Liquidation reserve 900,000 900,000
Mortgage loan payable 2,916,000 3,036,000
------------ ------------
5,094,000 5,212,000
------------ ------------
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 21,676,000
Accumulated deficit (4,292,000) (4,454,000)
------------ ------------
23,908,000 23,746,000
------------ -------------
$29,002,000 $28,958,000
============ ============
</TABLE>
See notes to financial statements.
3
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
STATEMENT OF EARNINGS
(Unaudited)
Three Months Ended
March 31,
-----------------------------
1996 1995
---- ----
Revenue
Interest income $ 447,000 $ 517,000
Expenses
Advisory Fees 115,000 145,000
Administrative expenses:
Directors' compensation 45,000 99,000
D&O Insurance 21,000 25,000
Shareholder relations 26,000 28,000
Other 28,000 49,000
Legal expenses 50,000 46,000
--------- ----------
285,000 392,000
--------- ----------
Net earnings $ 162,000 $ 125,000
========= ==========
Net earnings per share $ .02 $ .02
Average number of shares
outstanding 6,524,000 6,524,000
See notes to financial statements.
4
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Quarter Ended March 31,
1996 1995
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Cash Flows from Operating Activities:
Net earnings $ 162,000 $ 125,000
(Increase) decrease in accrued
interest and rent receivable 143,000 (162,000)
(Increase) decrease in other assets 21,000 36,000
Increase ( decrease) in accounts
payable and accrued expenses 2,000 (96,000)
---------- ----------
Net Cash Provided (Used)
by Operating Activities 328,000 (97,000)
---------- ----------
Cash Flows from Investing Activities:
Disposition/reduction of investments 12,313,000 619,000
---------- ----------
Net Cash Provided by Investing Activities 12,313,000 619,000
---------- ---------
Cash Flows from Financing Activities:
Liquidating distribution -- (3,262,000)
Amortization of mortgage loan payable (120,000) (109,000)
Net Cash Used by Financing Activities (120,000) (3,371,000)
---------- ----------
Increase (Decrease) in Cash and
Short-term Investments 12,521,000 (2,849,000)
---------- ----------
Cash and Short-term Investments
At Beginning of the period 4,254,000 4,586,000
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Cash and Short-term Investments
At End of the period $16,775,000 $1,737,000
============ ===========
See notes to financial statements.
5
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31,1996
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 Property
The foreclosed property is a leasehold interest in the Canyon Resort in Palm
Springs, California which was acquired by foreclosure in 1988.
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 DISPOSTION
The Corporation's investments are summarized as follows:
March 31, December 31,
1996 1995
-------------- ---------------
Foreclosed property $ 12,170,000 $ 12,170,000
Mortgage Loans -- 14,500,000
Less: Investment loss reserve -- (2,187,000)
============== ===============
$ 12,170,000 $ 24,483,000
============== ===============
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.
6
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
March 31, 1996
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
a) Liquidity and Capital Resources
At March 31, 1996 the Corporation had $16,775,000 of cash and short-term
investments.
On March 27, 1996 the Corporation received net cash proceeds of
$12,276,000 on the sale of its restructured first mortgage loan on the
JFK Airport Hilton. The sale resulted in a loss of $2,224,000 which was
charged to the investment loss reserve in the first quarter.
b) Results of Operations
Results for the first quarter of 1996 produced earnings of $162,000,
compared to earnings of $125,000 in 1995.
Interest income relates to the mortgage loan on the JFK Airport Hilton
which was sold on March 27, 1996.
Expenses decreased 28% in the first quarter of 1996 compared to 1995.
There was a $30,000 reduction in the base advisory fee. Also, Directors'
a compensation was $54,000 lower in 1996 compared to 1995, due to a 1995
increase in the Corporation' s common stock price which caused an upward
adjustment in the cost of the stock portion of the Directors' Deferred
Compensation Plan.
PART II - OTHER INFORMATION
ITEM 5: Other Information
This report should be read in conjunction with the Corporation's 1995
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
7
<PAGE>
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
May 14, 1996
8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 107,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,832,000
<PP&E> 12,170,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,002,000
<CURRENT-LIABILITIES> 1,278,000
<BONDS> 3,816,000
0
0
<COMMON> 6,524,375
<OTHER-SE> 17,384,000
<TOTAL-LIABILITY-AND-EQUITY> 29,002,000
<SALES> 0
<TOTAL-REVENUES> 447,000
<CGS> 0
<TOTAL-COSTS> 285,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 162,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 162,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 162,000
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
