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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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(Exact name of small business issuer as specified in its charter) |
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(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
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(Registrant's telephone number, including area code) |
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Not Applicable |
(Former name, former address and former fiscal year, if changed since last report) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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PAGE |
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NUMBER |
PART I. |
Financial Information |
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Item 1. |
Financial Statements |
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June 30, |
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December 31, |
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2021 |
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2020 |
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(UNAUDITED) |
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ASSETS |
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Investment properties, net of accumulated depreciation: |
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Office building and other commercial property |
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$ |
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$ |
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Total investment properties, net |
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Cash and cash equivalents |
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Investments in marketable securities |
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Other investments |
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Investment in affiliate |
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Loans, notes and other receivables |
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Investment in residential real estate partnership |
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Other assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES |
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Note payable to affiliate |
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$ |
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$ |
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Dividends payable |
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Accounts payable, accrued expenses and other liabilities |
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Deferred income tax liability |
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TOTAL LIABILITIES |
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STOCKHOLDERS' EQUITY |
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Excess common stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Less: Treasury shares at cost zero and |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders' equity |
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Noncontrolling interest |
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TOTAL EQUITY |
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TOTAL LIABILITIES AND EQUITY |
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$ |
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$ |
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1 |
CONDENSED CONSOLIDATED STATEMENTS INCOME (UNAUDITED) |
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For the three months ended |
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For the six months ended |
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June 30, |
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June 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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REVENUES |
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Real estate rentals and related revenue |
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$ |
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$ |
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$ |
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$ |
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Total Revenues |
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EXPENSES |
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Operating expenses: |
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Rental and other properties |
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Adviser's base fee |
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General and administrative |
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Professional fees and expenses |
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Directors' fees and expenses |
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Depreciation and amortization |
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Interest expense |
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Total expenses |
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Loss before other income and income taxes |
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( |
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( |
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( |
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( |
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Net realized and unrealized gains (losses) from marketable securities |
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( |
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Equity loss from operations of residential real estate partnership |
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( |
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( |
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Net income from other investments |
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Other than temporary impairment losses from other investments |
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( |
) |
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( |
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Interest, dividend and other income |
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Total other income (loss) |
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( |
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(Loss) income before income taxes |
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( |
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( |
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( |
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(Provision for) benefit from income taxes |
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( |
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( |
) |
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Net (loss) income |
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( |
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( |
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( |
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(Gain) loss from non-controlling interest |
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( |
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( |
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( |
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Net (loss) income attributable to the company |
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$ |
( |
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$ |
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$ |
( |
) |
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$ |
( |
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Weighted average common shares outstanding-basic and diluted |
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Net (loss) income per common share: |
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Basic and diluted net income (loss) per share |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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2 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES |
IN STOCKHOLDERS’ EQUITY |
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 |
AND 2020 (UNAUDITED) |
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Common Stock |
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Additional |
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Accumulated |
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Treasury Stock |
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Total Stockholders’ |
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Shares |
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Amount |
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Paid-In Capital |
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Deficit |
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Shares |
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Cost |
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Equity |
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Balance as of January 1, 2021 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net Loss for the three months ended March 31, 2021 |
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- |
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( |
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- |
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( |
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Balance as of March 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Net Loss for three months ended June 30, 2021 |
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- |
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( |
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- |
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( |
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Stock Options Exercised |
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Retirement of |
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( |
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( |
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( |
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( |
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Balance as of June 30, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Total |
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Common Stock |
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Additional |
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Accumulated |
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Treasury Stock |
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Stockholders’ |
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Shares |
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Amount |
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Paid-In Capital |
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Deficit |
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Shares |
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Cost |
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Equity |
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Balance as of January 1, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net Loss for three months ended March 31, 2020 |
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- |
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( |
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- |
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( |
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Balance as of March 31, 2020 |
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( |
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Net Income for three months ended June 30, 2020 |
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- |
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- |
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Purchased treasury shares |
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( |
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( |
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Balance as of June 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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3 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) |
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For the six months ended June 30, |
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2021 |
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2020 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss attributable to the Company |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss attributable to the Company to net cash used in operating activities: |
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Depreciation expense |
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Net income from other investments, excluding impairment losses |
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( |
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( |
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Other than temporary impairment losses from other investments |
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Loss on sale of land |
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Equity loss from operations of residential real estate partnership |
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Net (gains) losses from investments in marketable securities |
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( |
) |
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Net income (loss) attributable to noncontrolling interest |
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( |
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Deferred income taxes |
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( |
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Changes in assets and liabilities: |
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Other assets and other receivables |
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( |
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( |
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Accounts payable, accrued expenses and other liabilities |
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( |
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Total adjustments |
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Net cash used in operating activities |
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( |
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( |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Net proceeds from sales and redemptions of marketable securities |
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Investments in marketable securities |
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( |
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( |
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Distributions from other investments |
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Contributions to other investments |
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( |
) |
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( |
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Proceeds from collections of mortgage loans, notes and other receivables |
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Distribution from affiliate |
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Purchases and improvements of properties |
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( |
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Proceeds from sale of property |
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Additions in mortgage loans, notes, and other receivables |
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( |
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Net cash provided by investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Margin borrowings, net of repayments |
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( |
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Dividend paid |
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( |
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( |
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Repayment of note payable to affiliate |
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( |
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( |
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Stock options exercised |
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Purchase of treasury shares |
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( |
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Net cash used in financing activities |
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( |
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( |
) |
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Net decrease in cash and cash equivalents |
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( |
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( |
) |
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Cash and cash equivalents at beginning of the period |
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Cash and cash equivalents at end of the period |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid during the period for interest |
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$ |
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$ |
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NONCASH INVESTING AND FINANCING ACTIVITIES: |
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Retirement of treasury stock during the period |
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$ |
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$ |
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Accrual of construction costs incurred in period but not paid (Vermont) |
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$ |
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$ |
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Mortgage receivable on sale of land during the period (Rhode Island) |
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$ |
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$ |
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4 |
1. |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
2. |
REVOCATION OF REIT STATUS AND LIQUIDATION |
3. |
NEW ACCOUNTING PRONOUNCEMENTS |
5 |
4. |
INVESTMENT IN RESIDENTIAL REAL ESTATE PARTNERSHIP (FORT MYERS, FL) |
5. |
260 RIVER CORP. MONTPELIER, VERMONT |
6 |
6. | INVESTMENTS IN MARKETABLE SECURITIES |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
Description | 2021 | 2020 | 2021 | 2020 | ||||||||||||
Net realized loss from sales of securities | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Unrealized net gain (loss) of securities | ( | ) | ||||||||||||||
Total net gain (loss) from investments in marketable securities | $ | $ | $ | $ | ( | ) |
7. | OTHER INVESTMENTS |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
Investment Description | 2021 | 2020 | 2021 | 2020 | ||||||||||||
Partnerships owning real estate and related investments | $ | $ | $ | $ | ||||||||||||
Partnerships owning diversified businesses | ||||||||||||||||
Technology and related investments | ||||||||||||||||
Income (loss) from investment in | ( | ) | ||||||||||||||
Total net income from other investments | $ | $ | $ | $ |
8. | FAIR VALUE OF FINANCIAL INSTRUMENTS |
Fair value measurement at reporting date using | ||||||||||||||||
Description | Total June 30, 2021 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Assets: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market mutual funds | $ | $ | $ | $ | ||||||||||||
US T-bills | ||||||||||||||||
Marketable securities: | ||||||||||||||||
Corporate debt securities | ||||||||||||||||
Marketable equity securities | ||||||||||||||||
Total assets | $ | $ | $ | $ |
7 |
Fair value measurement at reporting date using | ||||||||||||||||
Description | Total December 2020 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Assets: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market mutual funds | $ | $ | $ | $ | ||||||||||||
US T-bills | ||||||||||||||||
Marketable securities: | ||||||||||||||||
Corporate debt securities | ||||||||||||||||
Marketable equity securities | ||||||||||||||||
Total assets | $ | $ | $ | $ |
9. | INCOME TAXES |
Six months ended June 30, | 2021 | 2020 | ||||||
Current: | ||||||||
Federal | $ | $ | ||||||
State | ||||||||
Deferred: | ||||||||
Federal | $ | ( | ) | $ | ||||
State | ( | ) | ||||||
( | ) | |||||||
Valuation allowance | ( | ) | ||||||
Total | $ | ) | $ |
8 |
10. | STOCK OPTIONS |
Number of securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of securities remaining available for future issuance under equity compensation plans | ||||||||||
Equity compensation plan approved by shareholders | $ | |||||||||||
Options exercised | ( | ) | ||||||||||
Equity compensation plan not approved by shareholders | ||||||||||||
Total | $ |
11. | RELATED PARTY EXPENSE |
9 |
10 |
(a) |
Evaluation of Disclosure Controls and Procedures. |
(b) |
Changes in Internal Control Over Financial Reporting. |
11 |
12 |
|
HMG/COURTLAND PROPERTIES, INC. |
|
|
|
|
Dated: August 13, 2021 |
/s/ Maurice Wiener |
|
CEO and President |
|
|
|
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Dated: August 13, 2021 |
/s/ Carlos Camarotti |
|
Vice President- Finance and Controller |
|
Principal Accounting Officer |
13 |