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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 20, 2004
HMG/COURTLAND PROPERTIES, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-7865 59-1914299
------------------------------- ----------- --------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1870 S. Bayshore Drive, Coconut Grove, Florida 33133
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 854-6803
Not Applicable
--------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 9.01 Financial Statements and Exhibits
On August 20, 2004, HMG/Courtland Properties, Inc. (the "Company") filed a Form
8-K, under Item 2 thereto to report that it had purchased a restaurant,
office/retail and marina property located in Coconut Grove, Florida. The assets
were acquired from Bayshore Restaurant Management Corporation, a privately-held
Florida corporation which was part of a larger organization with other Florida
restaurant operations.
In response to parts (a) and (b) of Item 7 of such Form 8-K, the Company stated
that it would file the required financial information by amendment, as permitted
by Instructions (a) (4) and (b) (2) to Item 7. Effective August 23, 2004, the
Securities and Exchange Commission renumbered the Form 8-K item numbers. Thus,
the information previously filed under Item 7 is now being filed under item
9.01.
The Company is filing this Current Report on Form 8-K/A to amend the Company's
Current Report on Form 8-K filed on August 20, 2004, as described above, to
include the required pro-forma financial statements pursuant to Item 9.01(b) (1)
of Form 8-K. With regards to audited historical financial statements pursuant to
Item 9.01(a) (1) the Company's accountants performed a preliminary inspection of
the books and records of the company whose principal assets were purchased by
the registrant and determined that the acquired assets were part of a larger
privately held entity, which lacked adequate financial internal controls and
included other entities operating through separate profit centers. To perform an
audit would require a complete transactional audit of the entire organization
and would be cost prohibitive. Instead the Company is providing unaudited
historical information of the aforementioned entity.
(a) Financial Statements of Assets Acquired (unaudited).
The following unaudited financial statements of Bayshore Restaurant
Management Corporation are filed herewith:
BAYSHORE RESTAURANT MANAGEMENT CORPORATION
UNAUDITED FINANCIAL STATEMENTS
For the Years Ended December 31, 2003 and 2002
CONTENTS
Page
----
UNAUDITED BALANCE SHEET AS OF DECEMBER 31, 2003..............................2
UNAUDITED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002...............................3
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002...............................4
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002...............................5-6
BAYSHORE RESTAURANT MANAGEMENT CORPORATION
UNAUDITED BALANCE SHEET
AS OF DECEMBER 31, 2003
Assets 2003
------ ----
Cash $ 20,533
Accounts receivable 107,817
Inventory 60,474
Due from affiliates 1,655,424
Prepaid expenses and other assets 975,758
Property and equipment, net of accumulated depreciation
of 3,801,573. 7,034,834
------------------
Total Assets $9,854,840
==================
Liabilities
-----------
Accounts payable $ 740,008
Accrued liabilities 2,599,646
Tenant deposits 64,758
Notes payable to bank 6,520,986
------------------
Total Liabilities 9,925,398
Stockholders' Equity (deficit) (70,558)
------------------
Total Liabilities & Stockholders' Equity $9,854,840
==================
2
BAYSHORE RESTAURANT MANAGEMENT CORPORATION
UNAUDITED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICT)
For the Years Ended December 31, 2003 and 2002
2003 2002
---- ----
Revenues
--------
Food and beverage $ 5,026,054 $ 5,048,400
Marina 782,822 594,493
Rental and related 184,320 186,373
---------------------- ----------------------
Total revenues 5,993,196 5,829,266
Operating Expenses
------------------
Cost of sales of food and beverage 1,369,333 1,236,192
Payroll and related 1,166,362 1,160,383
Administrative and general 1,394,001 1,442,135
Occupancy costs 779,208 803,279
---------------------- ----------------------
Total operating expenses 4,708,904 4,641,989
---------------------- ----------------------
Income before interest and depreciation expense 1,284,292 1,187,277
Interest expense 391,259 328,184
Depreciation expense 247,187 217,200
---------------------- ----------------------
Total interest and depreciation expense 638,446 545,384
---------------------- ----------------------
Net income 645,846 641,893
Retained earnings (deficit) beginning of year (716,404) (1,358,297)
---------------------- ----------------------
Retained earnings (deficit) end of year $ (70,558) $ (716,404)
====================== ======================
3
BAYSHORE RESTAURANT MANAGEMENT CORPORATION
UNAUDITED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2003 and 2002
2003 2002
---- ----
Cash Flows From Operating Activities:
Net Income $ 645,846 $ 641,893
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 247,187 217,200
Changes in assets and liabilities:
Accounts receivable, prepaid expenses and other current assets (56,022) 326,121
Due from affiliates 148,235 (1,174,596)
Accounts payable and accrued and other liabilities 154,682 (1,111,379)
------------------ ------------------
Total adjustments 494,082 (1,742,654)
------------------ ------------------
Net cash provided by (used in) operating activities 1,139,928 (1,100,761)
------------------ ------------------
Cash Flows From Investing Activities:
Purchases of property and equipment 138,523
Disposals of property and equipment (182,827)
------------------ ------------------
Net cash (used in) provided by investing activities (182,827) 138,523
------------------ ------------------
Cash Flows From Financing Activities:
Repayments of bank loan (955,990)
Advances from bank loan 981,660
------------------ ------------------
Net cash (used in) provided by financing activities (955,990) 981,660
------------------ ------------------
Net increase in cash 1,111 19,422
Cash at the beginning of year 19,422 -
------------------ ------------------
Cash at the end of year $ 20,533 $ 19,422
================== ==================
Supplemental Disclosure of Cash Information:
Cash paid during the year for interest $ 391,259 $ 328,184
================== ==================
Cash paid during the year for income taxes $ - $ -
================== ==================
4
BAYSHORE RESTAURANT MANAGEMENT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For the Years Ended December 31, 2003 and 2002
Note A- Summary of Significant Accounting Policies:
------- -------------------------------------------
Business and Principles of Combination:
Bayshore Restaurant Management Corporation (the "Company") operates a
restaurant, a marina and a retail mall located in Coconut Grove, Florida. The
Company is part of a larger organization which operates other restaurants in
South and Central Florida.
Inventories:
Food and beverage inventories are stated at the lower of cost or
market, with cost being determined using the first-in, first-out (FIFO) method.
Property and Equipment:
Property and equipment are carried at cost. Depreciation, including
depreciation of equipment acquired under capital leases, is provided for on the
straight-line and accelerated methods over the estimated useful lives of the
assets ranging from 5 to 40 years.
Income Taxes:
Bayshore Restaurant Management Corporation is a wholly-owned subsidiary
of Monty's Holdings, Inc. which is a qualified Subchapter S Corporation and its
affiliates are either partnerships or S corporations. For Federal and State
income tax purposes, the Company passes through income and losses to its
shareholders or partners. Accordingly, no provision for income taxes is
recorded.
Reclassifications:
Certain amounts in the 2002 financial statements have been reclassified
to conform to the 2003 financial statement presentation.
5
BAYSHORE RESTAURANT MANAGEMENT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For the Years Ended December 31, 2003 and 2002 (Continued)
Note B- Property and Equipment:
------- -----------------------
Property and equipment as of December 31, 2003 consisted of the following:
2003
----
Leasehold - Building and Improvements $10,141,380
Furniture and Equipment 695,027
---------------------
10,836,407
Less: Accumulated Depreciation (3,801,573)
---------------------
Property and equipment, net $7,034,834
---------------------
Note C- Due from Affiliates:
----------------------------
Due from affiliates consist of amounts due from entities wholly or partially
owned by Monty's Holdings, Inc. and/or its principals. These amounts are
non-interest bearing and due on demand. As of December 31, 2003 balances due
from affiliates was $1,655,424.
Note D- Note Payable to Bank:
------- ---------------------
As of December 31, 2003 the Company had a mortgage payable to a bank with a
principal outstanding balance of $6,520,926. The mortgage calls for monthly
principal payments of $33,333 plus interest at 1.5% over the prime rate. In
conjunction with the sale of the property on August 20, 2004, this loan was
satisfied in full.
Note E- Lease Commitments:
------- ------------------
The Company's property is subject to a ground lease with the City of Miami,
Florida which terminates April 2035. In conjunction with the sale of the
property on August 20, 2004 this lease was assigned to the buyer of the
property.
Note F- Subsequent Events:
------- ------------------
On August 20, 2004, all real property of Bayshore Restaurant Management
Corporation was purchased by Bayshore Landing, LLC ("Landing") for approximately
$13.9 million. In conjunction with this purchase the ground lease with the City
of Miami, Florida was assigned to Landing.
6
(b) Pro Forma Financial Information.
The following pro forma financial information is filed herewith:
HMG/COURTLAND PROPERTIES, INC.
PRO FORMA FINANCIAL INFORMATION
CONTENTS
Page
----
INTRODUCTION TO UNAUDITED PRO FORM FINANCIAL INFORMATION................. 1
UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET AS OF JUNE 30, 2004........................................ 2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004..................... 3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003....................... 4
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION....................... 5
HMG/COURTLAND PROPERTIES, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
INTRODUCTION TO PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information gives effect to the
acquisition of certain assets of Bayshore Restaurant Management Corporation
("Seller").
On August 20, 2004, HMG/Courtland Properties, Inc. (the "Company"), purchased a
restaurant, office/retail and marina property located in Coconut Grove, Florida
for approximately $13.9 million (the "Acquisition"). The purchase was made
through a 50%-owned limited liability company, Bayshore Landing, LLC
("Landing").
The unaudited pro forma condensed combined balance sheet gives effect to the
Acquisition as if it had occurred on June 30, 2004. The unaudited pro forma
combined statements of operations for the year ended December 31, 2003 and the
six months ended June 30, 2004 gives effect to the Acquisition as if it had
occurred at the beginning of the earliest periods presented.
The unaudited pro forma condensed combined information has been included as
required and allowed by the Securities and Exchange Commission and is presented
for illustrative purposes only. Such information is not necessarily indicative
of the operating results or financial position that would have occurred had the
Acquisition taken place on June 30, 2004 or December 31, 2003. The pro forma
condensed combined financial statements should be read in conjunction with the
Company's Form 10-KSB for the year ended December 31, 2003 and the related notes
included in this Current Report on Form 8-K/A.
1
HMG/COURTLAND PROPERTIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2004
HMG Seller Pro Forma Pro Forma
Historical Historical Total Adjustments Combined
---------- ---------- ----- ----------- --------
ASSETS
Investment properties, net of accumulated depreciation:
Commercial properties $ 998,627 $6,871,038 $7,869,665 $(3,206,038) 1,2 $ 4,663,627
Hotel and club facility 4,016,529 - 4,016,529 - 4,016,529
Marina yacht slips 131,620 - 131,620 2,500,000 1 2,631,620
Land held for development 1,083,855 - 1,083,855 - 1,083,855
---------------- -------------- ------------- ------------- -------------
Total investment properties, net 6,230,631 6,871,038 13,101,669 (706,038) 12,395,631
---------------- -------------- ------------- ------------- -------------
Cash and cash equivalents 3,533,544 - 3,533,544 12,702 1 3,546,246
Cash restricted pending delivery of securities 95,986 - 95,986 - 95,986
Investments in marketable securities 6,659,481 - 6,659,481 - 6,659,481
Other investments 5,240,828 - 5,240,828 - 5,240,828
Investment in affiliate 2,960,035 - 2,960,035 - 2,960,035
Loans, notes and other receivables 905,726 375,218 1,280,944 (375,218) 2 905,726
Notes and advances due from related parties 778,369 2,212,020 2,990,389 (2,212,020) 2 778,369
Deferred taxes 464,000 - 464,000 - 464,000
Other assets 195,605 145,842 341,447 79,603 1,2 421,050
Goodwill - - - 7,728,627 1 7,728,627
---------------- -------------- ------------- ------------- -------------
TOTAL ASSETS 27,064,205 9,604,118 36,668,323 4,527,656 41,195,979
---------------- -------------- ------------- ------------- -------------
LIABILITIES
Mortgages and notes payable 7,367,445 6,310,986 13,678,431 3,739,014 1,2 17,417,445
Accounts payable and accrued expenses 258,814 2,309,466 2,568,280 (213,760) 1,2 2,354,520
Accrued income taxes payable 182,000 - 182,000 - 182,000
Sales of securities pending delivery 112,830 - 112,830 - 112,830
---------------- -------------- ------------- ------------- -------------
TOTAL LIABILITIES 7,921,089 8,620,452 16,541,541 3,525,254 20,066,795
---------------- -------------- ------------- ------------- -------------
Minority interests 301,478 - 301,478 1,986,068 4 2,287,546
---------------- -------------- ------------- ------------- -------------
STOCKHOLDERS' EQUITY
Preferred stock, $1 par value; 2,000,000 shares
authorized; none issued - - - - -
Excess common stock, $1 par value;
500,000 shares authorized; none issued - - - - -
Common stock, $1 par value; 1,500,000 shares -
authorized; 1,315,635 shares issued and
outstanding 1,315,635 - 1,315,635 - 1,315,635
Additional paid-in capital 26,571,972 - 26,571,972 - 26,571,972
Undistributed gains from sales of properties,
net of losses 41,327,464 - 41,327,464 - 41,327,464
Undistributed losses from operations (48,455,569) 983,666 (47,471,903) (983,666) (48,455,569)
---------------- -------------- ------------- ------------- -------------
20,759,502 983,666 21,743,168 (983,666) 20,759,502
Less: Treasury stock, at cost (226,500
shares) (1,659,114) - (1,659,114) - (1,659,114)
Notes receivable from exercise of
stock options (258,750) - (258,750) - (258,750)
---------------- -------------- ------------- ------------- -------------
TOTAL STOCKHOLDERS' EQUITY 18,841,638 983,666 19,825,304 (983,666) 18,841,638
---------------- -------------- ------------- ------------- -------------
TAL LIABILITIES AND STOCKHOLDERS' EQUITY 27,064,205 9,604,118 36,668,323 4,527,656 41,195,979
================ ============== ============= ============= =============
2
HMG/COURTLAND PROPERTIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Six Months ended June 30, 2004
HMG Seller Pro Forma Pro Forma
Historical Historical Total Adjustments Combined
---------- ---------- ----- ----------- --------
REVENUES
Real estate rentals and related $ 795,516 114,173 $ 909,689 $ 7,484 3 $ 917,173
Food and beverage - 3,124,591 3,124,591 - 3,124,591
Marina and related 232,854 435,260 668,114 26,910 3 695,024
Net (loss) gain from investments in marketable
securities (135,228) - (135,228) - (135,228)
Net gain from other investments 104,371 - 104,371 - 104,371
Interest, dividend and other income 185,351 - 185,351 146 3 185,497
------------- ------------ ---------- ------------ ------------
Total Revenues 1,182,864 3,674,024 4,856,888 34,540 4,891,428
EXPENSES
Operating expenses:
Rental and other properties 241,591 67,958 309,549 25,621 3 335,170
Food and beverage cost of sales - 890,489 890,489 - 890,489
Food and beverage labor and related costs - 655,540 655,540 - 655,540
Food and beverage other operating costs - 812,038 812,038 - 812,038
Marina and related expenses 208,892 167,720 376,612 - 376,612
Depreciation and amortization 266,790 123,594 390,384 - 390,384
Adviser's base fee 450,000 - 450,000 - 450,000
General and administrative 158,801 - 158,801 - 158,801
Professional fees and expenses 69,817 - 69,817 - 69,817
Directors' fees and expenses 30,211 - 30,211 - 30,211
------------ ---------- ------------ ------------ ------------
Total operating expenses 1,426,102 2,717,339 4,143,441 25,621 4,169,062
Interest expense 228,840 195,630 424,470 - 424,470
Minority partners' interests in operating gain of
consolidated entities 1,072 - 1,072 380,528 4 381,600
------------ ---------- ------------ ------------ ------------
Total expenses 1,656,014 2,912,968 4,568,982 406,149 4,975,131
------------ ---------- ------------ ------------ ------------
(Loss) income before sales of properties and income
taxes (473,150) 761,056 287,906 (371,609) (83,703)
Gain on sales of properties, net 1,848,941 - 1,848,941 - 1,848,941
------------ ---------- ------------ ------------ ------------
Income before income taxes 1,375,791 761,056 2,136,847 (371,609) 1,765,238
Provision for income taxes 196,000 - 196,000 - 196,000
------------ ---------- ------------ ------------ ------------
Net Income $ 1,179,791 $ 761,056 $1,940,847 $(371,609) $1,569,2388
============ ========== ============ ============ ============
Net Income Per Common Share:
Basic $ 1.08 $ 1.44
============ ============
Diluted $ 1.07 $ 1.42
============ ============
Weighted average common shares outstanding - Basic 1,089,135 1,089,135
============ ============
Weighted average common shares outstanding - Diluted 1,103,700 1,103,700
============ ============
3
HMG/COURTLAND PROPERTIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year ended December 31, 2003
Pro
HMG Seller Pro Forma Forma
Historical Historical Total Adjustments Combined
---------- ---------- ----- ----------- --------
REVENUES
Real estate rentals and related $ 1,684,201 $ 184,321 $ 1,868,522 $ 7,484 3 $1,876,006
Food and beverage - 5,026,054 5,026,054 - 5,026,054
Marina and related 477,123 782,822 1,259,945 26,910 3 1,286,855
Net gain from investments in marketable securities 766,712 - 766,712 - 766,712
Net gain from other investments 51,175 - 51,175 - 51,175
Interest, dividend and other income 306,754 - 306,754 147 3 306,901
---------- ------------ ------------ ----------- -----------
Total Revenues 3,285,965 5,993,197 9,279,162 34,541 9,313,703
EXPENSES
Operating expenses:
Rental and other properties 540,098 133,373 673,471 25,621 3 699,092
Food and beverage cost of sales - 1,369,333 1,369,333 - 1,369,333
Food and beverage labor and related costs - 1,166,362 1,166,362 - 1,166,362
Food and beverage other operating costs - 1,709,261 1,709,261 - 1,709,261
Marina and related expenses 374,908 330,576 705,484 - 705,484
Depreciation and amortization 585,432 247,187 832,619 - 832,619
Adviser's base fee 900,000 - 900,000 - 900,000
General and administrative 271,422 - 271,422 - 271,422
Professional fees and expenses 177,619 - 177,619 - 177,619
Directors' fees and expenses 61,664 - 61,664 - 61,664
---------- ------------ ------------ ----------- -----------
Total operating expenses 2,911,143 4,956,092 7,867,235 25,621 7,892,856
Interest expense 488,370 391,259 879,629 - 879,629
Minority partners' interests in operating gain of
consolidated entities 20,406 - 20,406 322,923 4 343,329
---------- ------------ ------------ ----------- -----------
Total expenses 3,419,919 5,347,351 8,767,270 348,544 9,115,814
---------- ------------ ------------ ----------- -----------
(Loss) income before sales of properties and income
taxes (133,954) 645,846 511,892 (314,003) 197,889
Gain on sales of properties, net 637,743 - 637,743 - 637,743
---------- ------------ ------------ ----------- -----------
Income before income taxes 503,789 645,846 1,149,635 (314,003) 835,632
Provision for income taxes 323,000 - 323,000 - 323,000
---------- ------------ ------------ ----------- -----------
Net Income $ 180,789 $ 645,846 $ 826,635 (314,003) 512,632
========== ============ ============ =========== ===========
Net Income Per Common Share:
Basic $ 0.17 $ 0.47
========== ===========
Diluted $ 0.17 $ 0.47
========== ===========
Weighted average common shares outstanding - Basic 1,089,135 1,089,135
========== ===========
Weighted average common shares outstanding - Diluted 1,094,993 1,094,993
========== ===========
4
HMG/COURTLAND PROPERTIES, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited pro forma condensed combined financial statements
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and certain footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted in the United States of America have been condensed or omitted pursuant
to such rules and regulations; however, management believes that the disclosures
are adequate to make the information presented not misleading.
NOTE 2 - ASSETS ACQUIRED
On August 20, 2004, Landing purchased certain real property from Bayshore
Restaurant Management Corporation and affiliates ("Seller") for approximately
$13.9 million. The Seller is a privately-held organization which operates
various restaurants in Florida. The acquired assets included a two story
building with approximately 40,000 rentable square feet. A portion of the
upstairs space is intended to be utilized as a restaurant. The property also
includes approximately 15,000 square feet of outdoor space comprising the raw
bar restaurant ("Raw Bar") and approximately 3.7 acres of submerged land with
approximately 132 dock slips comprising the marina portion of the acquired
property. The acquired property is subject to a ground lease with the City of
Miami, Florida expiring in 2035. This lease was assigned to Landing. Also
included in the acquired assets were certain trademarks and other rights in
connection with the Raw Bar and dock slips.
The following table sets forth the preliminary allocation of the purchase price
to the assets acquired:
Marina slips $2,500,000
Buildings 2,900,000
Furniture and fixtures 765,000
Goodwill 7,729,000
Food and beverage inventory 49,000
--------------------------
Total Capitalized Costs $13,943,000
--------------------------
5
HMG/COURTLAND PROPERTIES, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS (Continued)
NOTE 3 - PRO FORMA ADJUSTMENTS
1. Reflects the allocation of the purchase price to specific assets
acquired and adjustments from book value to market value of assets
acquired based on expected net cash flow valuations at appropriate
discount rates and other valuation methods. Values not allocable to
specific property were allocated to goodwill. Also reflects cash paid
at closing.
2. Reflects elimination of assets included in historical financials of
Seller not purchased by Landing.
3. Reflects prorated rental income and rental expenses received or paid at
closing.
4. Reflects 50% minority interest of pro forma net income.
6
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, hereunto duly authorized.
Date: November 1, 2004 HMG/COURTLAND PROPERTIES, INC.
By: ________________________________
Lawrence I. Rothstein
President and Chief Financial Officer