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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 March 31, 1998
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 - 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 [ ]
As of March 31, 1998 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
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
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PART I - FINANCIAL INFORMATION
<S> <C>
Balance Sheet
At March 31, 1998 and December 31, 1997 3
Statement of Earnings
Three Months Ended March 31, 1998 and 1997 4
Statement of Cash Flows
Three Months Ended March 31, 1998 and 1997 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 8
</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 1O-K for the year ended December
31, 1997.
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>
ASSETS
March 31, 1998 December 31,
(Unaudited) 1997
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<S> <C> <C>
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 421,000 202,000
Short-term investments, at cost,
which approximates market 1,350,000 1,050,000
Accrued interest receivable 2,000 2,000
Other assets 30,000 41,000
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$7,803,000 $ 7,295,000
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 55,000 $ 55,000
Foreclosed property liabilities, net 498,000 90,000
Liquidation reserve 400,000 400,000
Mortgage loan payable 1,003,000 1,121,000
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1,956,000 1,666,000
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Stockholders' Equity:
Common stock -$1.00 par value,
20,000,000 shares authorized,
6,524,000 shares outstanding 6,524,000 6,524,000
Additional paid-in capital 8,627,000 8,627,000
Accumulated deficit (9,304,000) (9,522,000)
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5,847,000 5,629,000
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$ 7,803,000 $ 7,295,000
=========== ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
STATEMENT OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
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1998 1997
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Revenue
<S> <C> <C>
Interest income $ 7,000 $ 23,000
Revenue from foreclosed property 440,000 449,000
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447,000 472,000
Expenses
Advisory fees 60,000 60,000
Administrative expenses:
Directors' fees 10,000 30,000
D&O Insurance 11,000 11,000
Shareholder relations 3,000 9,000
Other 32,000 36,000
Legal expenses 1,000 17,000
Expenses from foreclosed property 112,000 150,000
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229,000 313,000
------- -------
Net Earnings $ 218,000 $ 159,000
========= =========
Net earnings per share $ 0.03 $0.02
Average number of shares outstanding 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>
Three Months Ended March 31
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1998 1997
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<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings $ 218,000 $ 159,000
Decrease in accrued interest receivable -- 4,000
Decrease in other assets 11,000 11,000
Increase (decrease) in accounts
payable and accrued expenses -- (19,000)
Increase in foreclosed property
liabilities, net 408,000 423,000
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Net Cash Provided by Operating Activities 637,000 578,000
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Cash Flows from Investing Activities:
Disposition/reduction of investments -- --
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Net Cash Provided by investing Activities -- --
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Cash Flows from Financing Activities:
Amortization of mortgage loan payable (118,000) (131,000)
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Net Cash Used by Financing Activities (118,000) (131,000)
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Increase in Cash and
Short-term Investments 519,000 447,000
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Cash and Short-term Investments
At beginning of the period 1,252,000 2,560,000
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Cash and Short-term Investments
At end of the period $1,771,000 $3,007,000
========== ==========
</TABLE>
See notes to financial statements
-5-
<PAGE>
AMERICANA HOTEL AND REALTY CORPORATION
NOTES TO FINANCIAL STATEMENTS
March 31,1998
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 master lease.
ADVlSORY AGREEMENT
Americana Group LLC (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
March 31,1998
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
a) Liquidity and Capital Resources
At March 31,1998 the Corporation had $ 1,771,000 of cash and short-term
investments. The Corporation believes it has adequate liquidity
available for its foreseeable needs from resources on hand. It is
anticipated that the Corporation will make liquidating distributions of
cash to stockholders as funds are available.
On May 14, 1998 the Corporation completed the sale of its last
investment which was the foreclosed property in Palm Springs, CA. The
purchaser of the Corporation's leasehold interest in the property is an
entity owned by the lessors of the master ground lease. The sale price
of for the property was $8 million, and the net cash proceeds to the
Corporation, after payment of a related mortgage and expenses will be
approximately $6.5 million. It is anticipated that the Corporation will
make a final liquidating distribution of cash to stockholders by the
third quarter of 1998.
b) Results of Operations
Results for the first quarter of 1998 produced net earnings of
$218,000, compared to net earnings of $159,000 in 1997. Interest income
in 1998 and 1997 was solely from short-term investments. Administrative
expenses decreased 35% in the first quarter of 1998 compared to 1997,
principally due to a reduction in Directors' fees.
The Corporation's foreclosed property is the leasehold interest in the
Canyon Resort in Palm Springs, CA. In its status as trustee, the
Corporation supervises the operations of the property. The results of
the operations for the first three months of 1998 and 1997 were as
follows:
<TABLE>
<S> <C> <C>
Revenues: 1998 1997
---- ----
Sublease rentals earned 235,000 $231,000
Golf course net receipts
from manager 196,000 203,000
Other income and fees 9,000 15,000
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440,000 449,000
Expenses:
Mortgage interest expense 26,000 59,000
Real estate taxes 42,000 42,000
Legal, insurance and
other expenses 44,000 49,000
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112,000 150,000
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Net income from foreclosed
property $328,000 $299,000
======== ========
</TABLE>
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.
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<PAGE>
PART II OTHER INFORMATION
<TABLE>
<S> <C>
ITEMS 1 to 3: Not Applicable
ITEM 4: Submission of Matters to a Vote of Security Holders - None
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ITEM 5: Other Information
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This report should be read in conjunction with the
Corporation's 1997 Annual Report and Form 10-K.
ITEM 6: Exhibits and Reports on Form 8-K - None
--------------------------------
</TABLE>
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
George H. Bigelow - President
Chief Operating Officer and Treasurer
Dated: May 14,1998
-8-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000356959
<NAME> Americana Hotels & Realty Corp.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 421,000
<SECURITIES> 0
<RECEIVABLES> 2,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,803,000
<PP&E> 6,000,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,803,000
<CURRENT-LIABILITIES> 553,000
<BONDS> 1,403,000
0
0
<COMMON> 6,524,375
<OTHER-SE> (677,000)
<TOTAL-LIABILITY-AND-EQUITY> 7,803,000
<SALES> 0
<TOTAL-REVENUES> 447,000
<CGS> 0
<TOTAL-COSTS> 229,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 218,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 218,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 218,000
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
