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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 Period Ended June 30, 1997
Commission File Number: 1-8431
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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 - 3rd 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 _____
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As of June 30, 1997, 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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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
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PART I - FINANCIAL INFORMATION
<S> <C> <C>
Balance Sheet -
At June 30, 1997 and December 31, 1996 3
Statement of Earnings -
Three Months and Six Months Ended June 30, 1997 and 1996 4
Statement of Cash Flows -
Six Months Ended June 30, 1997 and 1996 5
Notes to 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: Exhibits and Reports on Form 8-K 8
SIGNATURES 9
</TABLE>
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, 1996.
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.
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<PAGE>
PART I - FINANCIAL INFORMATION
AMERICANA HOTELS AND REALTY CORPORATION
BALANCE SHEET
<TABLE>
<CAPTION>
June 30, 1997 December 31,
(Unaudited) 1996
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<S> <C> <C>
ASSETS
Investment held for disposition $ 12,170,000 $ 12,170,000
Less: Investment loss reserve (6,170,000) (6,170,000)
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Net investments 6,000,000 6,000,000
Cash 299,000 160,000
Short term investments, at cost, which
approximates market 1,400,000 2,400,000
Accrued interest receivable 4,000 7,000
Other assets 19,000 41,000
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$ 7,722,000 $ 8,608,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable
and accrued expenses $ 40,000 $ 65,000
Foreclosed property liabilities, net 264,000 --
Liquidation reserve 400,000 400,000
Mortgage loan payable 1,348,000 2,538,000
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2,052,000 3,003,000
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Stockholders' Equity:
Common stock - $1.00 par value,
20,000,000 shares authorized,
6,524,000 shares outstanding 6,524,000 6,524,000
Additional paid-in capital 8,627,000 8,627,000
Accumulated deficit (9,481,000) (9,546,000)
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5,670,000 5,605,000
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$ 7,722,000 $ 8,608,000
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</TABLE>
See notes to financial statements.
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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
STATEMENT OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- -------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue
Interest income $ 16,000 $ 193,000 $ 39,000 $ 640,000
Revenue from foreclosed
property 139,000 -- 588,000 --
------------ ------------ ----------- --------------
155,000 193,000 627,000 640,000
Expenses
Advisory fees 60,000 115,000 120,000 230,000
Administrative expenses:
Directors' fees 10,000 31,000 40,000 59,000
Deferred
Compensation Plan -- 28,000 -- 45,000
D&O Insurance 11,000 21,000 22,000 42,000
Shareholder relations 21,000 20,000 30,000 46,000
Other 23,000 23,000 59,000 51,000
Legal expenses 1,000 11,000 18,000 61,000
Expenses from foreclosed
property 123,000 -- 273,000 --
------------ ------------ ----------- --------------
249,000 249,000 562,000 534,000
Net earnings (loss) $ (94,000) $ (56,000) $ 65,000 $ 106,000
============ ============ =========== ==============
Net earnings (loss) per share $ (.01) $ (.01) $ (.01) $ (.01)
============ ============ =========== ==============
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>
Six Months Ended June 30,
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1997 1996
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<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings $ 65,000 $ 106,000
(Increase) decrease in accrued interest
and rent receivable 3,000 133,000
(Increase) decrease in other assets 22,000 42,000
Increase (decrease) in accounts
payable and accrued expenses (25,000) (102,000)
Increase in foreclosed property
liabilities, net 264,000 --
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Net Cash Provided (Used)
by Operating Activities 329,000 179,000
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Cash Flows from Investing Activities:
Disposition/reduction of investments -- 12,313,000
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Net Cash Provided by investing Activities -- 12,313,000
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Cash Flows from Financing Activities:
Liquidating distribution -- (13,049,000)
Amortization of mortgage loan payable (1,190,000) (243,000)
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Net Cash Used by Financing Activities (1,190,000) (13,292,000)
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Increase (Decrease) in Cash and
Short-term Investments (861,000) (800,000)
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Cash and Short-term Investments
At beginning of the period 2,560,000 4,254,000
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Cash and Short-term Investments
At end of the period $ 1,699,000 $ 3,454,000
=========== ============
</TABLE>
See notes to financial statements
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<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
June 30,1997
BASIS OF ACCOUNTING
Federal Income Taxes
The Corporation 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
Property acquired through foreclosure is recorded at the lower of cost or fair
value at date of acquisition. Provision for subsequent decline in value is
recorded as an increase in the investment loss reserve.
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.
INVESTMENT HELD FOR DISPOSITION
The investment held for disposition is a leasehold interest in the Canyon Resort
in Palm Springs, CA 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, an
apartment complex 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.
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, 1997
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
a) Liquidity and Capital Resources
At June 30, 1997 the Corporation had $1,699,000 of cash and short-term
investments.
On April 14, 1997 the Corporation paid down the mortgage loan payable by
$1,000,000 as a part of a three year extension of the maturity date to
March 1, 2000.
The Corporation believes it has adequate liquidity available for its
foreseeable needs from resources on hand and cash generated by the
investment held for disposition in Palm Springs, CA.
b) Results of Operations
Results for the second quarter of 1997 produced a loss of $94,000, compared
to a loss of $56,000 in 1996. Results for the first half of 1997 were
earnings of $65,000 compared to earnings of $106,000 for the first half of
1996.
Interest income in 1997 was solely from short-term investments; while in
1996 interest income also included interest related to the JFK Airport
Hilton mortgage loan which was sold on March 27, 1996.
Expenses decreased 45% in the first half of 1997 compared to 1996. There
was a $110,000 decrease in the advisory fee due to a September, 1996 change
in the advisory agreement. Directors' compensation was $19,000 lower in
1997 compared to 1996, due to a change in Director' fees.
The Corporation's foreclosed property is the leasehold interest in the
Canyon Resort in Palm Springs, CA. The Corporation is seeking to dispose of
this investment, but as of June 30, 1997 has received no acceptable offer.
The Corporation acquired the leasehold interest as a trustee resulting from
a foreclosure sale in 1988. In its status as trustee, the Corporation has
supervised the operations of the property, which consists of a 173 room
hotel and convention center which have been closed since 1987, an operating
public golf course, and subleases on approximately 550 homesites, an
apartment complex and a private golf course and country club.
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<PAGE>
The results of the operations of the foreclosed property for the first six
months of 1997 were as follows:
Sublease rentals earned $ 462,000
Golf course net receipts from manager 95,000
Other income and fees 31,000
----------
588,000
Mortgage interest expense 85,000
Real estate taxes 83,000
Legal, insurance and other expenses 105,000
----------
273,000
----------
Net income from foreclosed property $ 315,000
==========
Most of the sublease rentals are fixed rents and those that are percentage
rents are based upon results which are generally predictable, therefore
sublease rentals are earned evenly throughout the year. The golf course
operation is highly seasonal, with most of the revenue received during the
winter months, and the operation running at a deficit during the rest of
the year.
PART II - OTHER INFORMATION
ITEM 4: Submission of Matters to a Vote of Security Holders 4:
At the Annual Meeting of Stockholders held on May 20, 1997, 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 1998.
ITEM 5: Other Information
This report should be read in conjunction with the Corporation's 1996
Annual Report and Form 10-K.
ITEM 6: Exhibits and Reports on Form 8-K - None
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<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
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Registrant
BY: /s/ George H. Bigelow
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George H. Bigelow - President
Chief Operating Officer and Treasurer
Dated: August 11, 1997
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000356959
<NAME> Americana Hotels and Realty Corporation
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 299,000
<SECURITIES> 0
<RECEIVABLES> 4,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,500,000
<PP&E> 6,000,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,722,000
<CURRENT-LIABILITIES> 304,000
<BONDS> 1,748,000
0
0
<COMMON> 6,524,375
<OTHER-SE> (854,000)
<TOTAL-LIABILITY-AND-EQUITY> 7,722,000
<SALES> 0
<TOTAL-REVENUES> 16,000
<CGS> 0
<TOTAL-COSTS> 249,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (94,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (94,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (94,000)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
