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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 September 30, 1997
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification NO.)
535 Boylston Street - 3rd 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)
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 September 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 9 Pages
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION
Balance Sheet -
At September 30, 1997 and December 31, 1996 3
Statement of Earnings -
Three Months and Nine Months Ended
September 30, 1997 and 1996 4
Statement of Cash Flows -
Nine Months Ended September 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
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, 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.
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
AMERICANA HOTELS AND REALTY CORPORATION
BALANCE SHEET
September 30, 1997 December 31,
(Unaudited) 1996
------------------ ------------
ASSETS
Investment held for disposition $12,170,000 $12,170,000
Less: Investment loss reserve (6,170,000) (6,170,000)
----------- -----------
Net investment 6,000,000 6,000,000
Cash 138,000 160,000
Short term investments, at cost, which
approximates market 1,150,000 2,400,000
Accrued interest receivable 4,000 7,000
Other assets 7,000 41,000
----------- -----------
$ 7,299,000 $ 8,608,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable
and accrued expenses $ 55,000 $ 65,000
Foreclosed property liabilities, net 98,000 --
Liquidation reserve 400,000 400,000
Mortgage loan payable 1,236,000 2,538,000
----------- -----------
1,789,000 3,003,000
----------- -----------
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 8,627,000
Accumulated deficit (9,641,000) (9,546,000)
----------- -----------
5,510,000 5,605,000
----------- -----------
$ 7,299,000 $ 8,608,000
=========== ===========
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,
------------------------ ------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue
Interest income $ 13,000 $ 42,000 $ 52,000 $682,000
Revenue from foreclosed
property 113,000 -- 701,000 --
--------- --------- -------- --------
126,000 42,000 753,000 682,000
Expenses
Advisory fees 60,000 115,000 180,000 345,000
Administrative expenses:
Directors' fees 20,000 20,000 60,000 79,000
Deferred
Compensation Plan -- -- -- 45,000
D&O Insurance 12,000 22,000 34,000 64,000
Shareholder relations 10,000 10,000 40,000 56,000
Other 2,000 10,000 61,000 61,000
Legal expenses 3,000 2,000 21,000 63,000
Expenses from foreclosed
property 179,000 -- 452,000 --
--------- --------- -------- --------
286,000 179,000 848,000 713,000
Net earnings (loss) $(160,000) $(137,000) $(95,000) $(31,000)
========= ========= ======== ========
Net earnings (loss) per share $ (.02) $ (.02) $ (.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)
Nine Months Ended September 30,
-------------------------------
1997 1996
---- ----
Cash Flows from Operating Activities:
Net earnings (loss) $ (95,000) $ (31,000)
(Increase) decrease in accrued interest
and rent receivable 3,000 134,000
(Increase) decrease in other assets 34,000 64,000
Increase (decrease) in accounts
payable and accrued expenses (10,000) (908,000)
Increase in foreclosed property
liabilities, net 98,000 --
----------- ------------
Net Cash Provided (Used)
by Operating Activities 30,000 (741,000)
----------- ------------
Cash Flows from Investing Activities:
Disposition/reduction of investments -- 12,313,000
----------- ------------
Net Cash Provided by investing Activities -- 12,313,000
----------- ------------
Cash Flows from Financing Activities:
Liquidating distribution -- (13,049,000)
Amortization of mortgage loan payable (1,302,000) (369,000)
----------- ------------
Net Cash Used by Financing Activities (1,302,000) (13,418,000)
----------- ------------
Increase (Decrease) in Cash and
Short-term Investments (1,272,000) (1,846,000)
----------- ------------
Cash and Short-term Investments
At beginning of the period 2,560,000 4,254,000
----------- ------------
Cash and Short-term Investments
At end of the period $ 1,288,000 $ 2,408,000
=========== ============
See notes to financial statements
-5-
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 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.
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
September 30, 1997
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
a) Liquidity and Capital Resources
At September 30, 1997 the Corporation had $1,288,000 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) Sale of Trademarks and License
On September 30, 1997 the Corporation entered into an agreement
with ATX, Inc. of Dallas, TX whereby the Corporation will form
a new wholly owned subsidiary and sell the rights to the name
"Americana" and all trademarks for consideration of $300,000
and approximately 65,000 shares of the new corporation. ATX
will invest $1,600,000 and will own approximately 70% of the
stock of the new company. The Agreement anticipates a closing
in January 1998 at which time the shares of the new company
will be distributed to the Corporation's shareholders.
c) Results of Operations
The 1997 operating results incorporate the revenues and
expenses from the foreclosed property in Palm Springs, CA,
which are not included in the 1996 figures.
Results for the third quarter of 1997 produced a loss of
$160,000, compared to a loss of $137,000 in 1996. Results for
the first nine months of 1997 was a loss of $95,000 compared to
a loss of $31,000 for the first nine months 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.
Corporate expenses, unrelated to the foreclosed property,
decreased 45% in the first nine months of 1997 compared to
1996. There was a $165,000 decrease in the advisory fee due to
a September, 1996 change in the advisory agreement. Directors'
fees and deferred compensation plan expense were $64,000 lower
in 1997 compared to 1996, due to a reduction in Director's fees
and termination of the deferred compensation plan.
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 September 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.
-7-
<PAGE>
The results of the operations of the foreclosed property for
the first nine months of 1997 were as follows:
Sublease rentals earned $693,000
Golf course net receipts from manager (36,000)
Other income and fees 44,000
--------
701,000
Mortgage interest expense 116,000
Real estate taxes 125,000
Legal, insurance and other expenses 211,000
--------
452,000
--------
Net income from foreclosed property $249,000
========
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 - None
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
-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 and Treasurer
Dated: November 11, 1997
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 138,000
<SECURITIES> 0
<RECEIVABLES> 4,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,299,000
<PP&E> 6,000,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,299,000
<CURRENT-LIABILITIES> 153,000
<BONDS> 1,636,000
0
0
<COMMON> 6,524,375
<OTHER-SE> 4,279,000
<TOTAL-LIABILITY-AND-EQUITY> 7,299,000
<SALES> 0
<TOTAL-REVENUES> 126,000
<CGS> 0
<TOTAL-COSTS> 286,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (160,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (160,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (160,000)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
