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 Period Ended September 30, 1996
Commission File Number: 1-8431
AMERICANA HOTELS AND REALTY CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland 36-3163723
- -------------------------------------- -------------------------
(State or other jurisduction 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
-------------------------------------------------------------
(Registrant's telephone number including area code)
Unchanged
- -------------------------------------------------------------------------------
(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 September 30, 1996, Americana Hotels and Realty Corporation had 6,524,375
shares of common stock, $1.00 par value, outstanding.
===============================================================================
The Exhibit Index Appears at Page 2 Page 1 of 9 Pages
-- --
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
-------------
PART I - FINANCIAL INFORMATION
<S> <C>
Balance Sheet -
At September 30, 1996 and December 31, 1995 3
Statement of Earnings -
Three Months and Six Months Ended September 30, 1996 and 1995 4
Statement of cash Flows -
Six Months Ended September 30, 1996 and 1995 5
Notes Financial Statements 6
Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
Part II - OTHER INFORMATION
Item 5: Other Information 8
Item 6: Exhibts and Reports on Form 8-K 8
SIGNATURES 9
</TABLE>
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>
PART I - FINANCIAL INFORMATION
AMERICANA HOTELS AND REALTY CORPORATION
BALANCE SHEET
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
(Unaudited)
----------------- ----------------
ASSETS
<S> <C> <C>
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 208,000 89,000
Short term investments, at cost, which
approximates market 2,200,000 4,165,000
Accrued interest receivable 9,000 143,000
Other assets 14,000 78,000
----------------- ----------------
$ 14,601,000 $ 28,958,000
================= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable $ 118,000 $ 133,000
Accured fees and expenses 250,000 1,143,000
Liquidation reserve 900,000 900,000
Mortgage loan payable 2,667,000 3,036,000
----------------- ----------------
3,935,000 5,212,000
----------------- ----------------
Stockholders' Equity:
Common stock - $1.00 par value,
20,000,000 shares authorized,
6,524,000 shares outstanding 6,524,000 6,524,000
Additional paid-in capital 8,627,000 21,676,000
Accumulated deficit (4,485,000) (4,454,000)
----------------- ----------------
10,666,000 23,746,000
----------------- ----------------
$ 14,601,000 $ 28,958,000
================= ================
</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,
----------------------------- -------------------------------
1996 1995 1996 1995
---- ---- ---- ----
Revenue
<S> <C> <C> <C> <C>
Interest income $ 42,000 $ 500,000 $ 682,000 $ 1,523,000
Expenses
Advisory fees 115,000 145,000 345,000 435,000
Administrative expenses:
Directors' fees 20,000 28,000 79,000 88,000
Deferred
Compensation plan 0 16,000 45,000 108,000
D&O Insurance 22,000 25,000 64,000 75,000
Shareholder relations 10,000 11,000 56,000 58,000
Other 10,000 1,000 61,000 91,000
Legal expenses 2,000 46,000 63,000 147,000
------------ ------------- ------------- -------------
179,000 272,000 713,000 1,002,000
------------ ------------- ------------- -------------
Net earnings/(Loss) $ (137,000) $ 228,000 $ (31,000) $ 521,000
============ ============= ============= =============
Net earnings/(Loss)
per share $ (0.02) $ 0.04 $ (0.01) $ 0.08
============ ============= ============= =============
Average number of shares
outstanding 6,524,000 6,524,000 6,524,000 6,524,000
</TABLE>
See notes to financial statements
-4-
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1996 1995
---- ----
Cash Flows from Operating Activities:
<S> <C> <C>
Net earnings/(Loss) $ (31,000) $ 521,000
(Increase) decrease in accrued interest
and rent receivable 134,000 (143,000)
(Increase) decrease in other assets 64,000 115,000
Increase (decrease) in accounts
payable and accrued expenses (908,000) 87,000
------------- ------------
Net Cash Provided (Used)
by Operating Activities (741,000) 406,000
------------- ------------
Cash Flows from Investing Activities:
Disposition/reduction of investments 12,313,000 2,772,000
------------- ------------
Net Cash Provided by investing Activities 12,313,000 2,772,000
------------- ------------
Cash Flows from Financing Activities:
Liquidating distribution (13,049,000) (3,262,000)
Amortization of mortgage loan payable (369,000) (336,000)
------------- ------------
Net Cash Used by Financing Activities (13,418,000) (3,598,000)
------------- ------------
Increase (Decrease) in Cash and
Short-term Investments (1,846,000) (420,000)
------------- ------------
Cash and Short-term Investments
At beginning of the period 4,254,000 4,586,000
------------- ------------
Cash and Short-term Investments
At end of the period $ 2,408,000 $ 4,166,000
============= ============
</TABLE>
See notes to financial statements
-5-
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30,1996
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 property
which was acquired by foreclosure in September 1988. Title to the fee simple
estate of the property, consisting of approximately 500 acres, is vested as
restricted Indian land through the United States Department of Indian Affairs.
The master ground lease expires in the year 2031. The Corporation's leasehold
interest in the property consists of a 173 room hotel and convention center
which has been closed since June,1987; an operating 18 hole public golf course;
and subleases on approximately 550 homesites and a private golf course and
country club. Due to the Corporation's status as a trustee, resulting from the
foreclosure sale, the Corporation is not currently paying ground rent under the
Indian master lease.
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:
September 30, 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
September 30, 1996
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
a. Liquidity and Capital Resources
At September 30, 1996 the Corporation had $ 2,408,000 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. On June 18, 1996 the Corporation distributed to
stockholders $ 13,049,000 ($ 2.00 per share) as a liquidating
distribution.
The Corporation's sole remaining real estate investment is a
leasehold interest in the Canyon Resort in Palm Springs,
California. In December 1989, the Corporation entered into a
purchase and sale agreement to sell its leasehold interest in the
property to a potential buyer who planned a major development
project on and around the hotel and golf course sites. The
Corporation has executed extension agreements to the purchase and
sale agreement, the most recent of which was signed in November,
1994, extending the agreement through June, 1995. Although
negotiations continue, the Corporation has no evidence of the
potential buyer's financing, and there can be no assurance that a
closing will ultimately take place. If the potential buyer fails
to obtain financing, the Corporation intends to continue to offer
the property for sale to others. The price that the Corporation
can attain from a sale of the leasehold interest will be dependent
upon a number of factors, including the ability of the property to
be exposed to the open market for a reasonable period of time.
Although there can be no assurance as to the ultimate sales price
that can be achieved, the Corporation currently believes the
carrying value of the Canyon Resort can be recovered in a sales
transaction.
b) Results of Operations
Results for the third quarter of 1996 produced a loss of $137,000,
compared to earnings of $228,000 in 1995. Results for the first
nine months of 1996 were a loss of $31,000 compared to earnings of
$521,000 for the first nine months of 1995. The substantial
decline in 1996 earnings is due to the sale of the JFK Airport
Hilton mortgage loan which was sold on March 27,1996.
Interest income relates to earnings on short-term investments and
the JFK Airport Hilton mortgage loan.
Total expenses decreased 29% in the first nine months of 1996
compared to 1995. There was a $90,000 reduction in the advisory
fee due to a modification of the advisory agreement in November
1995. Also, deferred compensation was $63,000 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.
Legal expenses have declined $84,000 due to the disposition of the
JFK Airport Hilton mortgage loan.
-7-
<PAGE>
PART II - OTHER INFORMATION
ITEM 4: Submission of Matters to a Vote of Security Holders - None
----------------------------------------------------------
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 - None
---------------------------------------
-8-
<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
Dated: November 1, 1996
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 208,000
<SECURITIES> 0
<RECEIVABLES> 9,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,431,000
<PP&E> 12,170,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,601,000
<CURRENT-LIABILITIES> 368,000
<BONDS> 3,567,000
0
0
<COMMON> 6,524,375
<OTHER-SE> 4,142,000
<TOTAL-LIABILITY-AND-EQUITY> 14,601,000
<SALES> 0
<TOTAL-REVENUES> 42,000
<CGS> 0
<TOTAL-COSTS> 179,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (137,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (137,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (137,000)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
