ITEM 1. BUSINESS General
Americana Hotels and Realty Corporation ("AHRC" or the "Corporation") was incorporated under the laws of the State of Maryland in December 1981. The Corporation's principal business objective was investing in hotels, resorts, and other facilities in the accommodations field. The Corporation has qualified as a Real Estate Investment Trust (a "REIT") under Sections 856-860 of the Internal Revenue Code since its inception.
On June 28, 1988 the stockholders of the Corporation approved a Plan of Disposition of Assets and Liquidation (the "Plan of Liquidation") whereby all the remaining investments held by the Corporation would be disposed of and the proceeds distributed to stockholders in complete liquidation of the Corporation. Consistent with the Plan, the Corporation proceeded to dispose of its investments and has made liquidating distributions of $8.00 per share on August 1, 1989, $3.50 per share on December 14, 1990, and $0.75 per share on April 7, 1992. As of December 31, 1994, the Corporation's remaining real estate investments consist of ownership interests in two non-operating hotel properties acquired by foreclosure, one of which was sold in February, 1995, and a restructured first mortgage loan. The Corporation is actively pursuing transactions for the disposition of these remaining investments.
Pursuant to an advisory agreement, Americana Corporation (the Advisor"), advises the Corporation with respect to its investments and administers the day-to-day operations of the Corporation, subject to the supervision of the Corporation's Board of Directors. The advisory agreement is more fully described herein under "Business-Advisory Agreement".
History
The Corporation commenced operations in November 1982 when it received approximately $112 million in proceeds of a public offering of its common shares. The Corporation was sponsored by Americana Hotels Corporation ("AHC"), a privately owned company. Using the proceeds of the public offering, the Corporation provided long term mortgages with equity participations on 21 hotels which were managed, and through subsidiaries or affiliates were owned in whole or in part by AHC.
Toward the end of 1985 it became apparent that the operating results of the hotel properties in which the Corporation had invested had dramatically worsened. In addition to these adverse developments and other developments separate and apart from its arrangement with the Corporation, AHC informed the Corporation that, except on an interim basis in order to permit the phasing in of a new investment advisor and new hotel managers, AHC did not intend to continue to act as the Corporation's investment advisor or continue to manage the hotel properties in which the Corporation had invested.
To respond to these events, the Board of Directors of the Corporation and AHC developed a Restructuring Plan in February 1986. The Restructuring Plan called for termination of the relationship with AHC and its affiliates and the creation of new advisory arrangements. The Restructuring Plan also called for the disposition or restructuring of the ownership and management of the hotel properties in which the Corporation had investments. Several properties were authorized for sale, with the
Corporation's net proceeds from the dispositions to be used to repay bank borrowings and renovate the hotels to be retained. Thus, it was anticipated that at the completion of the renovation phase of the Restructuring Plan, the Corporation would have a significantly smaller portfolio of investments, but of a higher quality and with improved earnings potential.
Under the Restructuring Plan, during 1986 and 1987 the Corporation disposed of or restructured all of its hotel investments, with total net losses of approximately $16.5 million charged to the Investment Loss Reserve. At the end of 1987 the Corporation held 12 hotel investments, three owned subject to a lease, three acquired by deed in lieu of foreclosure, three short-term mortgages, and three land leaseback/mortgage loans subject to a purchase option.
Plan of Disposition of Assets and Liquidation of the Corporation
While progress under the Restructuring Plan had been significant, in early 1988 the Directors initiated a review of alternatives for maximizing stockholder value. The Directors authorized the Plan of Disposition of Assets and Liquidation after it concluded that a program combining the orderly disposition of the investments and subsequent distribution of funds to stockholders was the best way to maximize values for stockholders. The Plan of Disposition of Assets and Liquidation was approved by a vote of the stockholders on June 28, 1988.
Under the Plan of Liquidation, the Corporation sold its ownership interests in three properties during 1988 -- these were properties in Lake Charles, Louisiana; Mt. Laurel, New Jersey; and Springfield, Illinois. During 1989 the Corporation sold its interest in three hotel properties located in Wilmington, North Carolina; Newark, New Jersey; and at the JFK Airport in New York. In 1990, the Corporation received a repayment of its loan on a property in Lake Charles, Louisiana and sold its interest in a property in Lake Buena Vista, Florida; and in 1992 the Corporation sold its interests in the hotel property in Jackson Hole, Wyoming. In 1994, the Corporation received repayment of its second mortgage loan on a hotel property in Wilmington, North Carolina.
Investments in Hotel and Resort Properties
At December 31, 1994 the Corporation's portfolio consisted of investments in the following properties:
Hotel Property Number Form of Total and Location of Rooms Investment Investment(1)
JFK Airport Hilton(2) 330 First mortgage loan $14,500,000 JFK Airport, NY
Americana Hotel(3) 482 Foreclosed property 5,000,000 Kansas City, MO
Canyon Resort Hotel(4) 173 Foreclosed property 12,590,000 Palm Springs, CA $32,090,000
(1) Investment amount is at cost before application of the Investment Loss Reserve balance of $3,770,000 at December 31, 1994.
(2) The first mortgage loan on the JFK Airport Hilton was originally due June 30, 1990, but was not repaid at maturity and the borrower filed for protection under Chapter 11 of the Bankruptcy Code in January, 1992. Since that time, through December, 1994, the Corporation had been in Federal Bankruptcy Court seeking to enforce its mortgage. As of December 31, 1994, the Corporation and the borrower agreed to a Plan of Reorganization, approved by the Bankruptcy Court, which modified some of the terms of the mortgage and reinstated the payment of interest on a current basis. See Notes to Financial Statements for additional information.
(3) The Americana Hotel was acquired by a deed in lieu of foreclosure on April 6, 1987. The hotel has 482 rooms; however, starting in 1993, the property was operated using only 200 rooms. The occupancy rate and average daily room rate for the last three years have been as follows: 1994 = 34% and $33; 1993 = 51% and $38; 1992 (based upon 482 rooms) = 33% and $31. In December, 1994, the hotel closed and the property was sold in February, 1995 at a loss of $2,242,000, which will be charged to the Investment Loss Reserve in the first quarter of 1995.
(4) The Canyon Resort property was acquired by foreclosure on September 19, 1988. The property includes a hotel which has been closed since June, 1987, an operating public golf course and subleases on approximately 500 homesites.
Advisory Agreement
Americana Corporation ("the Advisor") administers the day-to-day operations of the Corporation and provides executive and administrative personnel, office space, and services as may be required in connection with the performance of services for the Corporation. It conducts negotiations with respect to the investments of the Corporation and provides investigation and reports as the Directors may request in formulating and modifying policies of the Corporation with respect to its investments.
The advisory agreement provides that directors, officers, or employees of the Advisor may serve as directors, officers or employees of the Corporation; and that the Advisor or any director, officer, or employee of the Advisor may engage in any other business or render services of any kind to any other entity; and that the Advisor and its affiliates will be indemnified against certain liabilities in connection with the Advisor's performance of its obligations under the advisory agreement. The Corporation's President, George H. Bigelow, and Chief Financial Officer, Morris W. Kellogg, are the shareholders of the Advisor. Of the four Directors of the Corporation, only one, George H. Bigelow, is affiliated with the Advisor.
As part of the Restructuring Plan, the Corporation entered into an advisory agreement with the Advisor, which had an initial term of five years beginning May 9, 1986. This agreement provided for an annual base fee equal to the greater of $800,000 or 10% of adjusted net income as defined. The agreement also provided for an incentive fee equal to 10% of the excess, if any, of net gains over net losses (as defined) from the
disposition of specified investments. In connection with the advisory agreement, the Corporation issued to the Advisor options to purchase 1,459,375 shares of its common stock at an initial exercise price of $10.63, which was the average market price of the stock for the 30 days prior to the issuance of options on May 9, 1986. The option exercise price was subsequently reduced by amounts equal to liquidating distributions paid by the Corporation.
As part of the Corporation's Plan of Liquidation, it was anticipated that the Corporation would exercise its termination rights under the advisory agreement and enter into a new advisory agreement with the Advisor which would allow it a lower base fee and more flexibility with regard to the termination of the agreement and the ultimate liquidation of the Corporation. On December 1, 1990, the Corporation exercised such termination rights. The new advisory agreement provided for a base fee initially equal to one-half of the prior base fee, a continuation of the existing 10% incentive fee concerning net gains from property dispositions and a new 15% incentive fee based on proceeds in excess of defined amounts from the sale of properties. In May, 1994, the Corporation increased the advisory fee by $15,000 a month to reflect the additional time and services the Advisor was continuing to provide. The agreement can be terminated upon two months' notice by the Corporation, or six months' notice by the Advisor, and has no provision for payment of termination fees.
Aggregate fees paid to the Advisor were $580,000 in 1994, $512,000 in 1993, and $663,000 in 1992 (comprised of $400,000 base fees and a $263,000 incentive fee related to the disposition of the Snow King Resort in Jackson, Wyoming).
Employees
On December 31, 1994, the Corporation had no employees. The Advisor provides all the executive and administrative personnel required by the Corporation.
Federal Income Tax
The Corporation has elected to qualify as a real estate investment trust ("REIT") under Sections 856-860 (the "REIT Provisions") of the Internal Revenue Code (the "Code"). Under the REIT Provisions a real estate investment trust is generally not subject to Federal income tax with respect to income which it distributes to its stockholders. It is anticipated that the Plan of Liquidation will be carried out in a manner which will allow the Corporation to continue to meet the requirements of the REIT Provisions until the distribution of all its assets to the stockholders.
In order to maintain its status as a REIT the Corporation must, among other things, continue to derive its income from qualified sources and make distributions to the stockholders of substantially all of its income, including gains realized on sales of assets during the liquidation. Moreover, less than 30% of its gross income in each taxable year may be derived from (i) the sale or disposition of real property held for less than four years, other than property designated "foreclosure property" in accordance with the applicable provisions of the Code, (ii) "prohibited transactions," that is, sales of property held primarily for sale to
customers in the ordinary course of a trade or business, other than sales of property designated "foreclosure property" in accordance with the applicable provisions of the Code, and (iii) sales of stock or securities held less than six months. Even if the Corporation continues to satisfy the REIT requirements, any net gain from "prohibited transactions" would be subject to tax at the rate of 100%.
While it is expected that the Corporation will continue to qualify under the REIT Provisions for the period prior to the distribution of all its assets to the stockholders, no assurance can be given that the Corporation will not lose or terminate its status under the REIT Provisions as a result of unforeseen circumstances. Should the Corporation lose its status as a REIT, either inadvertently or because the Directors deem such loss to be in the best interests of the Corporation's stockholders, it would be taxable as a corporation for Federal income tax purposes and would be liable for Federal income taxes with respect to its taxable income, beginning with the taxable year in which its qualification under the REIT Provisions was terminated.
Distributions in liquidation will not be dividend income when received by stockholders. Distributions in liquidation are first used to reduce the basis of a stockholder's stock in the Corporation (non-taxable return of capital), with any excess constituting a capital gain if the stock is held as a capital asset. If the sum of all liquidating distributions is less than a stockholder's basis in his stock, the difference will constitute a capital loss. As of December 31, 1994, the Corporation had made liquidating distributions totalling $12.25 per share.
ITEM 2.
ITEM 2. PROPERTIES
The Corporation's assets consist of investments in hotel and resort properties referred to under Item 1 above, to which reference is hereby made for a description of the properties. Also see Notes to Financial Statements, and Schedules XI and XII of the Financial Statement Schedules.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On January 29, 1992, the borrower on the first mortgage loan on the JFK Airport Hilton filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, Eastern District of New York. As of December 31, 1994, the Corporation and the borrower agreed to a restructuring of the mortgage loan and the Bankruptcy Court has approved the borrower's Plan of Reorganization.
On December 31, 1994 there were no other material pending legal proceedings to which the Corporation was a party or to which any of its investments were subject.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
This item is not applicable, as no matter was submitted to the Corporation's stockholders during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Corporation's shares of common stock are traded on the New York Stock Exchange under the symbol "AHR". As of February 1, 1995, the number of stockholders known to the Corporation was approximately 1,000. Because a substantial number of stockholders' shares are held in custody, commonly called "Street Name", the Corporation estimates that the total number of individual stockholders is approximately 10,000. The Corporation declared quarterly dividends from commencement of business in 1982 through 1985, and has not declared dividends since 1985. The Corporation paid an initial liquidating distribution of $8.00 on August 1, 1989; a second liquidating distribution of $3.50 on December 14, 1990; and a third liquidating distribution of $0.75 on April 7, 1992. Subsequent to the end of the year, the Corporation paid a fourth liquidating distribution of $.50 on March 6, 1995.
Stock Prices Liquidating High Low Distributions Quarter Ended: March 31................... $2 7/8 $2 5/8 - June 30.................... 2-5/8 2-1/4 - September 30............... 2-3/4 2-1/2 - December 31................ 3 2-1/2 -
Quarter Ended: March 31................... $2-1/2 $2 - June 30.................... 2-1/2 2-1/8 - September 30............... 2-3/8 2 - December 31................ 2-5/8 2-1/8 -
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA (In thousands, except per share data)
1994 1993 1992 1991 1990 Short-Term Investments $ 3,446 $ 600 $ 400 $ 1,000 $ 1,970 Assets $33,038 $35,062 $35,492 $ 40,463 $42,780 Mortgage Loans Payable $ 3,489 $ 3,901 $ 4,276 $ 4,617 $ 4,927 Revenues $ 1,966 $ 1,422 $ 534 $ 984 $ 6,959 Net Earnings (Loss) $(1,591) $ 324 $ 1,275 $ (1,438) $ 5,000 Net Earnings (Loss) Per Share $ (.24) $ .05 $ .20 $ (.22) $ .83 Dividends Declared Per Share -- -- -- -- -- Liquidating Distributions Per Share $ -- $ -- $ .75 $ -- $ 3.50
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
a) Liquidity and Capital Resources
At December 31, 1994 the Corporation had $4,586,000 of cash and short-term investments and had three investments held for disposition. These investments included two properties acquired by foreclosure and one restructured first mortgage loan.
The Corporation has no material commitments for capital expenditures or renovations to be made on its remaining properties. However, pending the disposition of the two foreclosed properties (Kansas City, Missouri; and Palm Springs, California) funds are needed for operating deficits and maintenance. The Corporation's mortgage loan is on the JFK Hilton Hotel at JFK Airport in New York. The borrower had filed for protection under Chapter 11 of the Bankruptcy Code in 1992 and the loan was in default until December 31, 1994 when the Corporation restructured the loan and agreed to the borrower's Court-approved Reorganization Plan. The Corporation believes it has adequate liquidity available for its foreseeable needs from the anticipated disposition of investments and from resources on hand.
It is anticipated that the Corporation will continue to make liquidating distributions to Stockholders. However, there can be no assurances when transactions will close to permit such distributions.
b) Results of Operations
1994 versus 1993
Results for the year ended December 31, 1994 produced a net loss of $1,591,000 or $(.24) per share, compared to 1993 net earnings of $324,000. The 1994 results were comprised of $409,000 of income from operations and a charge of $2,000,000 for an addition to the Investment Loss Reserve. This additional loss provision reflects both a loss from the sale of the Kansas City property based upon the sale which occurred in February, 1995, resulting in a loss of $2,242,000 which will be charged to the investment loss reserve in the first quarter of 1995, and the anticipated sale of the mortgage loan on the JFK Hilton at a discount from its current carrying value of $14.5 million.
Interest income in both 1994 and 1993 relates to monthly $150,000 court-mandated payments from the mortgage loan on the JFK Airport Hotel, while in default, and from the loan on a hotel property in Wilmington, North Carolina, which loan was repaid in March, 1994.
Advisory fees increased in 1994 compared to 1993 due to a change in the advisory agreement's base fee approved in May, 1993.
The total administrative expenses incurred in 1994 decreased $44,000 compared to 1993 expenses. However, in 1993 $392,000 of administrative expenses incurred were charged to the liquidation reserve, while in 1994 only $15,000 was charged to the reserve. The liquidation reserve was established in 1990 for anticipated expenses of the Corporation's plan of liquidation. The $900,000
remaining balance in the liquidation reserve is currently estimated to be appropriate for the anticipated expenses of the Corporation's ultimate liquidation,and, therefore, all administrative expenses are now being charged to operations instead of to the liquidation reserve.
Legal Expense increased approximately 13% in 1994 compared to 1993 due to the legal activity, including several court hearings, on the bankruptcy proceedings related to the borrower on the JFK Airport Hotel mortgage loan.
The combined operations from the two foreclosed properties (Palm Springs, California and Kansas City, Missouri) was a loss of approximately $600,000 in 1994 compared to a breakeven in 1993. This net loss was charged to the investment loss reserve and was principally due to significantly increased operating losses at the property in Kansas City, Missouri and a decline in the net earnings from the Palm Springs, California property.
1993 versus 1992
Results for the year ended December 31, 1993 produced net earnings of $324,000 or $.05 per share compared to 1992 net earnings of $1,275,000 or $.20 per share, which was comprised of a $425,000 loss from operations and a $1,700,000 gain on the sale of the Snow King Resort in Jackson, Wyoming in March, 1992. The significant improvement in operating results between 1993 and 1992 is principally due to the increase in the monthly court-mandated payments from the JFK Hilton.
Interest income which relates to the mortgage loans on the JFK Hilton and the Wilmington Hilton increased 235% in 1993 compared to 1992 due to the increased payment from the JFK Hilton ($1,200,000 in 1993 up from $50,000 in 1992) off-set by a 3% reduction in the interest rate on the Wilmington Hilton.
There was no rental income in 1993 reflecting the sale of the Snow King Resort in March, 1992.
Actual total administrative costs incurred in 1993 were 18% less than 1992; however, in 1993 less costs were charged to the liquidation reserve and, therefore, administrative expense charged to operations increased in 1993 compared to 1992. Approximately $392,000 of administrative expenses in 1993 and $622,000 in 1992 were charged to the liquidation reserve established in 1990 for anticipated expenses of the Corporation's plan of liquidation.
Legal expense decreased 11% in 1993 compared to 1992. This expense is principally related to the legal activity and litigation in connection with the JFK Hilton bankruptcy proceedings.
The operating results from the two foreclosed properties are charged to the Investment Loss Reserve. The Kansas City property had losses of approximately $450,000 in 1993 (compared to $650,000 in 1992) and the Palm Springs property had earnings of approximately $450,000 in 1994 (compared to a loss of approximately $50,000 in 1992).
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AMERICANA HOTELS AND REALTY CORPORATION Index to Financial Statements and Schedules
Page
Independent Auditors' Report .............................................. 12
Financial Statements:
Balance Sheet December 31, 1994 and 1993 ................................ 13
Statement of Earnings Years ended December 31, 1994, 1993 and 1992 .............. 14
Statement of Stockholders' Equity Years ended December 31, 1994, 1993 and 1992 .............. 15
Statement of Cash Flows Years ended December 31, 1994, 1993 and 1992 .............. 16
Notes to Financial Statements ..................................... 17
Schedules:
Schedule I, Marketable Securities -- Other Investments ............ 26
Schedule XI, Real Estate and Accumulated Depreciation ............. 27
Schedule XII, Mortgage Loans on Real Estate ....................... 29
Other schedules are omitted for the reasons that they are not required, are not applicable, or the required information is set forth in the financial statements or notes thereto.
INDEPENDENT AUDITORS' REPORT
The Directors and Stockholders Americana Hotels and Realty Corporation:
We have audited the financial statements of Americana Hotels and Realty Corporation as listed in the accompanying index. In connection with our audits of the financial statements, we also have audited the financial statement schedules as listed in the accompanying index. These financial statements and financial statement schedules are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 2 to the financial statements, the Corporation has adopted a Plan of Disposition of Assets and Liquidation. In connection with the Plan, the Corporation will dispose of its assets, settle its liabilities, distribute the proceeds to its stockholders and dissolve the Corporation.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Americana Hotels and Realty Corporation as of December 31, 1994 and 1993, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1994 in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Boston, Massachusetts March 6,1995
AMERICANA HOTELS AND REALTY CORPORATION Balance Sheet
December 31, 1994 1993 ASSETS
Investments held for disposition $32,090,000 $36,550,000 Less: Investment loss reserve (3,770,000) (2,325,000) Net investments 28,320,000 34,225,000 Cash 1,140,000 72,000 Short-term investments, at cost, which approximates market 3,446,000 600,000 Accrued interest receivable -- 32,000 Other assets 132,000 133,000 $33,038,000 $35,062,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable $ 258,000 $ 183,000 Accrued fees and expenses 1,101,000 1,182,000 Liquidation reserve 900,000 915,000 Mortgage loan payable 3,489,000 3,901,000 5,748,000 6,181,000
Stockholders' Equity
Common stock -- $1.00 par value, 20,000,000 shares authorized, 6,524,375 shares outstanding 6,524,000 6,524,000 Additional paid-in capital 24,938,000 24,938,000 Accumulated deficit (4,172,000) (2,581,000) 27,290,000 28,881,000 $33,038,000 $35,062,000
See notes to financial statements.
AMERICANA HOTELS AND REALTY CORPORATION Statement of Earnings
Year Ended December 31, 1994 1993 1992
Revenues Interest income $ 1,966,000 $ 1,422,000 $ 423,000 Rental income -- -- 111,000 1,966,000 1,422,000 534,000 Expenses Depreciation expense -- -- 30,000 Advisory fees 580,000 512,000 400,000 Administrative expenses: Directors' compensation 199,000 175,000 259,000 D&O Insurance 141,000 145,000 158,000 Shareholder relations 57,000 69,000 91,000 Other 96,000 148,000 149,000 Less: Charge to Liquidation reserve (15,000) (392,000) (622,000) Legal expenses 499,000 441,000 494,000 1,557,000 1,098,000 959,000
Earnings (loss) before provision for investment losses and gain on sale of investments 409,000 324,000 (425,000) Provision for investment losses 2,000,000 -- -- Gain on sale of investments -- -- 1,700,000
Net earnings (loss) $(1,591,000) $ 324,000 $ 1,275,000
Net earnings (loss) per share $ (.24) $ .05 $ .20
Average number of shares outstanding 6,524,000 6,524,000 6,524,000
See notes to financial statements.
AMERICANA HOTELS AND REALTY CORPORATION Statement of Stockholders' Equity
Additional Common Stock Paid-In Accumulated Shares Amount Capital Deficit
Balance at December 31, 1991 6,524,375 6,524,000 29,831,000 (4,180,000) Liquidating distribution -- -- (4,893,000) -- Net Earnings -- -- -- 1,275,000 Balance at December 31, 1992 6,524,375 6,524,000 24,938,000 (2,905,000) Net Earnings -- -- -- 324,000 Balance at December 31, 1993 6,524,375 $6,524,000 $24,938,000 $(2,581,000) Net Earnings (loss) (1,591,000) Balance at December 31, 1994 6,524,375 $6,524,000 $24,938,000 $(4,172,000)
See notes to financial statements.
AMERICANA HOTELS AND REALTY CORPORATION Statement Of Cash Flows
Year Ended December 31, 1994 1993 1992
Cash Flows from Operating Activities
Net earnings (loss) $ (1,591,000) $ 324,000 $ 1,275,000 Adjustments to net earnings (loss): Depreciation -- -- 30,000 Operating losses of foreclosed properties charged to investment loss reserve (555,000) -- (650,000) Gain on sale of investments -- -- (1,700,000) Provision for investment losses 2,000,000 -- -- Decrease (Increase) in accrued interest receivable 32,000 (8,000) 76,000 Decrease in other assets 1,000 -- 13,000 Increase (decrease) in accounts payable and accrued expenses (6,000) 13,000 (390,000) Decrease in liquidation reserve (15,000) (392,000) (622,000)
Net Cash used in Operating Activities (134,000) (63,000) (1,968,000)
Cash Flows from Investing Activities
Disposition/reduction of investments 1,060,000 350,000 6,578,000 Principal payments received 3,400,000 200,000 --
Net Cash Provided by Investing Activities 4,460,000 550,000 6,578,000
Cash Flows from Financing Activities
Amortization of mortgage loan payable (412,000) (375,000) (341,000) Liquidating distributions -- -- (4,893,000)
Net Cash Used in Financing Activities (412,000) (375,000) (5,234,000)
Increase/(Decrease) in Cash and Short-term Investments 3,914,000 112,000 (624,000)
Cash and Short-term Investments At Beginning of the Year 672,000 560,000 1,184,000
Cash and Short-term Investments At End of the Year $4,586,000 $ 672,000 $ 560,000
See notes to financial statements.
AMERICANA HOTELS AND REALTY CORPORATION Notes to Financial Statements December 31, 1994, 1993 and 1992
1. Significant Accounting Policies
Federal Income Taxes
The Corporation has qualified and 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.
Recognition of Interest and Rental Income
Interest and rental income are reported when earned. Income is not recorded to the extent scheduled payments are delinquent by more than 60 days, or earlier should circumstances indicate collectability is uncertain.
Foreclosed Properties
Properties acquired through foreclosure or a deed in lieu of foreclosure are recorded at the lower of their cost or fair value at the date of acquisition. Operating losses or income of foreclosed properties, including related interest expense, are charged or credited to the investment loss reserve.
Investment Loss Reserve
The Corporation provides an investment loss reserve and regularly evaluates it for adequacy based upon comparing the carrying value of individual investments with their estimated net realizable value, including the estimated cost of holding the property through disposition. While it is believed that the investment loss reserve is adequate, adjustments may be necessary in the future.
Preferred Stock
The Corporation has 15,000,000 shares of $1.00 par value preferred stock authorized but not issued.
Statement of Cash Flows
For purposes of the statement of cash flows, the Corporation considers all short-term investments with maturities, at date of purchase, of three months or less to be cash equivalents. Cash paid for interest related to the mortgage loan payable on the foreclosed property in Palm Springs, California, which interest was charged to the property's operations, was $353,000 in 1994, $390,000 in 1993, and $424,000 in 1992.
2. 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 will be sold and the proceeds will be distributed to stockholders in complete liquidation and dissolution of the Corporation. The Corporation made liquidating distributions of $8.00 per share on August 1, 1989, $3.50 per share on December 14, 1990, and $.75 per share on April 7, 1992. Subsequent to the end of the year, the Corporation made a liquidating distribution of $.50 per share on March 6, 1995.
3. Advisory Agreement
In accordance with an 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. The officers and shareholders of the Advisor are officers of the Corporation, and one of the Directors of the Corporation is a shareholder of the Advisor.
The advisory agreement provides for an annual base fee and an incentive fee equal to 10% of the excess, if any, of net gains over net losses from the disposition of specified investments and a 15% incentive fee based on proceeds in excess of defined amounts from the sale of properties. The agreement may be terminated upon two months notice by the Corporation or six months notice by the Advisor; there is no termination fee.
Aggregate fees paid to the Advisor were $580,000 in 1994, $512,000 in 1993, and $663,000 in 1992 (comprised of $400,000 base fees and $263,000 incentive fees related to the disposition of the Snow King Resort in Jackson, Wyoming).
4. Investments Held for Disposition
December 31, 1994 1993
Mortgage loans:
A first mortgage loan on a 330-room hotel located at the JFK Airport in New York. The loan was originally due June 30, 1990, but not repaid and the borrower filed for protection under Chapter 11 of the Bankruptcy Code in January, 1992. As of December 31, 1994, the loan was restructured as part of the Corporation's agreement to the borrower's Plan of Reorganization. The modified loan is a first mortgage, at 10 3/4% interest due December 31, 1998, extendable for up to two years if specific debt service coverage is achieved by the property. $14,500,000 $15,500,000
A second mortgage loan on a 180-room hotel located in Wilmington, North Carolina. The loan was repaid in March, 1994. - 2,400,000
Foreclosed properties:
482-room closed hotel in Kansas City, Missouri, acquired in April, 1987, by deed in lieu of foreclosure. This property was sold in February, 1995 at a loss of $2,242,000, which will be charged to the Investment Loss Reserve in the first quarter of 1995. 5,000,000 5,000,000
173-room closed hotel, with an operating golf course and sublease on approximately 500 homesites, in Palm Springs, California, acquired by foreclosure in September, 1988. The property is subject to a first mortgage with a balance of $3,489,000 at December 31, 1994. 12,590,000 13,650,000
Total 32,090,000 36,550,000
Less investment loss reserve (3,770,000) (2,325,000)
Net investments $29,320,000 $34,225,000
5. Investment Loss Reserve
The activity in the Corporation's investment loss reserve is summarized as follows:
(000's omitted) 1994 1993 1992
Balance at beginning of year $2,325 $2,325 $4,209 Provision for losses 2,000 -- -- Amounts charged off, net -- (1,234) Operations of foreclosed properties (555) -- (650) Balance at end of year $3,370 $2,325 $2,325
6. Liquidation Reserve
In 1990 the Corporation established a liquidation reserve of $2,500,000 for ongoing administrative expenses under the Plan of Liquidation and future costs to complete the final liquidation. Through 1993, liquidation-related administrative expenses were charged to the liquidation reserve. The $900,000 remaining balance in the liquidation reserve is currently estimated to be appropriate for the anticipated expenses of the Corporation's ultimate liquidation, and, therefore, all administrative expenses are now being charged to operations instead of the liquidation reserve.
7. Mortgage Loan Payable
The mortgage loan payable is a first mortgage on the foreclosed property in Palm Springs, California, without recourse to the Corporation, interest at 9.5%, due in 1997. The scheduled principal amortization is approximately $450,000 for 1995, $500,000 for 1996, and $2,541,000 in 1997.
8. Gain on Sale of Investments
In March, 1992, the Corporation sold its interest in its hotel property in Jackson, Wyoming, for $6,578,000 in an all-cash transaction and recorded a $1,700,000 gain on the sale.
9. Related Party Transactions
During 1993, the Corporation paid $60,000 in consulting fees to Property Capital Associates, Inc., a corporation wholly owned by John A. Cervieri Jr., Chairman of the Corporation. The Corporation also paid $36,000 in consulting fees to Akin Bay Company, a partnership which is approximately 50% owned by William A. Kaynor, a director of the Corporation.
10. Subsequent Events
Kansas City
On February 7, 1995, the Corporation sold the Americana Hotel in Kansas City, Missouri, for $2,758,000 resulting in a loss of $2,242,000, which was charged to the investement loss reserve in the first quarter of 1995. The sale proceeds consisted of a cash payment of $738,000 and a $2,020,000 first mortgage loan due April 30, 1995, plus two one-month extensions with interest at prime plus 2%.
Palm Springs
During March, 1995, the proposed Purchaser of the Canyon Resort in Palm Springs, California, paid an additional $300,000 to extend its Purchase Contract through April, 1995. The agreement contains two additional one-month extensions, at the same monthly fee of $60,000, through June, 1995.
Other
On February 9, 1995, the Board of Directors declared a liquidating distribution of $.50 per share; the record date was February 21, 1995 and the payment date was March 6, 1995.
11. Quarterly Financial Data (Unaudited)
The following is a summary of the unaudited quarterly financial information for the years ended December 31, 1994 and 1993.
Year Ended December 31, 1994 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter
Revenues $ 500,000 $ 476,000 $ 495,000 $ 495,000 Net earnings (loss) $ 41,000 $ 56,000 $ 190,000 $(1,878,000) Net earnings (loss) per share $.01 $.00 $.03 $(0.28) Cash dividends declared per share -- -- -- -- Liquidating distribution per share -- -- -- --
Year Ended December 31, 1993 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Revenues $ 149,000 $ 269,000 $ 502,000 $502,000 Net earnings (loss) $ (7,000) $ 4,000 $ 199,000 $128,000 Net earnings (loss) per share -- -- $.03 $.02 Cash dividends declared per share -- -- -- -- Liquidating distribution per share -- -- -- --
ITEM 9.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information pertains to the Directors and Executive Officers of the Corporation as of March, 1995.
a) Directors
Principal Occupations and Business Experience for Past Name Age Five Years and Directorships
George H. Bigelow 52 President, Americana Corporation, Boston, (President) Massachusetts since March 1986; Chairman, President and Chief Executive Officer, HCW Properties Incorporated, Boston, Massachusetts 1984-1986; Senior Vice President and Chief Investment Officer, Paine Webber Properties Incorporated, Boston, Massachusetts 1981-1984.
John A. Cervieri Jr. (1) 64 Managing Trustee of Property Capital (Chairman of the Board) Trust, Boston, Massachusetts since 1969; Chairman of Property Capital Associates, Inc. and its affiliates since 1971; Director of BayBanks, Inc., Boston, Massachusetts since 1980.
William A. Kaynor (1)(2) 71 Senior Counsel to law firm of Davis Polk & Wardwell, New York, 1991; Partner, Akin Bay Company, Securities, New York City, 1991; Secretary and Director, Segue Software, Inc., Newton Centre, MA., 1991; consultant to Unit Investment Trust Division, Merrill Lynch, Pierce Fenner & Smith, Incorporated, 1989-1990; Partner, Davis Polk & Wardwell, 1961-1989.
John F. Sexton (1)(2) 62 Chairman of the Board, Evans-McKinsey & Company, Dallas, Texas; Chairman and Director of First Equity Funding, Dallas, Texas; Director, Rancho Mortgage; Director, Forecast Homes; Director, Forum Retirement Partners.
(1) Member of the Executive Committee (2) Member of the Audit Committee
The Corporation's By-Laws provide that at the Annual Meeting of Stockholders the stockholders shall elect directors to hold office until the next annual meeting and until their successors are elected and qualify. All individuals have served as Directors of the Corporation since 1981 except Mr. John F. Sexton who was elected in 1982, and Mr. George H. Bigelow who was elected in 1986.
b) Executive Officers
Principal Occupations and Business Experience for Past Name Age Five Years
Morris W. Kellogg 47 Vice President, Treasurer, Chief Financial Officer and Secretary of the Corporation since May 1986; Vice President and Treasurer of Americana Corporation, Boston, Massachusetts since April 1986; Senior Vice President and Treasurer, HCW Properties Incorporated, Boston, Massachusetts 1984- 1986; Senior Vice President and Treasurer, Paine Webber Properties Incorporated, Boston, Massachusetts, 1980-1984; Prior to 1980 employed by Coopers & Lybrand, Certified Public Accountants.
Terms extend until successors are duly appointed and qualified.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by reference to the Corporation's definitive proxy statement related to its annual meeting of shareholders to be held on May 20, 1995.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is hereby incorporated by reference to the Corporation's definitive proxy statement related to its annual meeting of shareholders to be held on May 20, 1995.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by reference to the Corporation's definitive proxy statement related to its annual meeting of shareholders to be held on May 20, 1995.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Page (a) Documents filed as part of this report:
1. Financial Statements of the Corporation:
See Item 8 of this Form 10-K 11
2. Financial Statement Schedules:
Schedule I -- Marketable Securities -- Other Investments 26
Schedule XI -- Real Estate and Accumulated Depreciation 27
Schedule XII -- Mortgage Loans on Real Estate 29
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
3. Articles of Incorporation and By-Laws
3.1 Composite Articles of Incorporation of the Corporation (Exhibit 3.1 of the Corporation's Annual Report on Form 10-K for the period ended December 31, 1982).
3.2 By-Laws of the Corporation as amended (Exhibit 3.2 of the Corporation's Annual Report on Form 10-K for the period ended December 31, 1983).
10. Material Contracts
10.1 Advisory Agreement between the Corporation and the Advisor dated December 1, 1990.
(b) Reports on Form 8-K:
No Form 8-K was filed by the Corporation during the last quarter of the period covered by this report.
SCHEDULE I -- MARKETABLE SECURITIES -- OTHER INVESTMENTS AMERICANA HOTELS AND REALTY CORPORATION December 31, 1994
Amount at which Name of issuer Market value of each issue is and title of each issue at carried in the each issue Cost of Issue Balance Sheet Date Balance Sheet
BayBank-Boston, N.A. $2,945,000 $2,945,000 $2,945,000 Certificates of Deposit, 5.65% 12/6/94 due 1/6/95
BayBank-Boston, N.A. 501,000 501,000 501,000 Certificates of Deposit, 5.45% 12/23/94 due 1/6/95 $3,446,000 $3,446,000 $3,446,000
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION AMERICANA HOTELS AND REALTY CORPORATION DECEMBER 31, 1994
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) AMERICANA HOTELS AND REALTY CORPORATION December 31, 1994
(1) The investment loss reserve has not been reflected in this Schedule.
(2) There is a difference between cost for financial reporting purposes and cost for Federal income tax purposes on the following properties:
Cost Tax Basis Basis
Americana Hotel -- Kansas City, MO $ 5,000,000 $ 4,173,000 Canyon Resort -- Palm Springs, CA 12,590,000 10,634,000 $17,590,000 $14,807,000
(3) The properties are not being depreciated, pending sale; however, their carrying amount, net of the Investment Loss Reserve, represents the lower of their cost or fair values.
(4) The Date Acquired reflects when the direct ownership of the property was acquired.
(5) The Kansas City Americana property was acquired by deed in lieu of foreclosure on April 6, 1987. The Palm Springs Canyon Resort property was acquired by foreclosure on September 19, 1988. Previously the Corporation had investments in these properties in the form of land leasebacks and/or mortgage loans.
No allocation of basis for the Kansas City property has been made between the land or the building and improvements due to the acquisition in foreclosure and the Corporation's intention to sell the property. The Palm Springs' property is on leased land.
(6) Real estate activity is summarized as follows:
1994 1993 1992
Balance at beginning of year $18,650,000 $19,000,000 $25,840,000 Sales/reductions (1,060,000) (350,000) (6,840,000) Balance at end of year $17,590,000 $18,650,000 $19,000,000
SCHEDULE XII -- MORTGAGE LOANS ON REAL ESTATE AMERICANA HOTELS AND REALTY CORPORATION December 31, 1994
SCHEDULE XII - MORTGAGE LOANS ON REAL ESTATE (Continued) AMERICANA HOTELS AND REALTY CORPORATION December 31, 1994
(1) For income tax purposes, the cost of mortgage loans is the Carrying Amount as stated in the Schedule.
(2) Activity in mortgage loans is summarized as follows:
1994 1993 1992
Balance at beginning of year $17,900,000 $18,100,000 $18,100,000 Additions during the period: Additions to existing mortgage loans -- -- -- New mortgage loans -- -- -- Deductions during the period: Principal repayments 3,400,000 200,000 -- Foreclosures -- -- -- Balance at end of year $14,500,000 $17,900,000 $18,100,000
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ Morris W. Kellogg Morris W. Kellogg Chief Financial Officer
March 9, 1995
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ John A. Cervieri Jr. Chairman of the Board and John A. Cervieri Jr. Principal Executive Officer March 9, 1995
/s/ George H. Bigelow Director, President and George H. Bigelow Chief Operating Officer March 9, 1995
/s/ William A. Kaynor Director March 9, 1995 William A. Kaynor
/s/ John F. Sexton Director March 9, 1995 John F. Sexton
/s/ Morris W. Kellogg Vice President, March 9, 1995 Morris W. Kellogg Chief Financial Officer and Principal Accounting Officer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ Morris W. Kellogg Morris W. Kellogg Chief Financial Officer
March 9, 1995
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.
(signed) Chairman of the Board and John A. Cervieri Jr. Principal Executive Officer March 9, 1995
(signed) Director, President and George H. Bigelow Chief Operating Officer March 9, 1995
(signed) Director March 9, 1995 William A. Kaynor
(signed) Director March 9, 1995 John F. Sexton
(signed) Vice President, March 9, 1995 Morris W. Kellogg Chief Financial Officer and Principal Accounting Officer