Company Quick10K Filing
First Hartford
Price2.45 EPS3
Shares2 P/E1
MCap6 P/FCF-13
Net Debt-9 EBIT18
TEV-3 TEV/EBIT-0
TTM 2018-07-31, in MM, except price, ratios
10-Q 2018-07-31 Filed 2018-09-28
10-K 2018-04-30 Filed 2018-07-30
10-Q 2018-01-31 Filed 2018-03-29
10-Q 2017-10-31 Filed 2017-12-28
10-Q 2017-07-31 Filed 2017-10-10
10-K 2017-04-30 Filed 2017-07-31
10-Q 2017-01-31 Filed 2017-04-24
10-Q 2016-10-31 Filed 2017-01-17
10-Q 2016-07-31 Filed 2016-10-07
10-K 2016-04-30 Filed 2016-08-05
10-Q 2016-01-31 Filed 2016-04-05
10-Q 2015-10-31 Filed 2015-12-28
10-Q 2015-07-31 Filed 2015-09-29
10-K 2015-04-30 Filed 2015-08-05
10-Q 2015-01-31 Filed 2015-04-15
10-Q 2014-10-31 Filed 2015-02-04
10-Q 2014-07-31 Filed 2014-12-12
10-K 2014-04-30 Filed 2014-10-27
10-Q 2014-01-31 Filed 2014-08-07
10-Q 2013-10-31 Filed 2014-06-10
10-Q 2013-07-31 Filed 2014-05-09
10-K 2013-04-30 Filed 2014-03-25
10-Q 2013-01-31 Filed 2013-03-29
10-Q 2012-10-31 Filed 2012-12-19
10-Q 2012-07-31 Filed 2012-10-05
10-K 2012-04-30 Filed 2012-09-06
10-Q 2012-01-31 Filed 2012-04-20
10-Q 2011-10-31 Filed 2012-01-27
10-Q 2011-07-31 Filed 2011-12-14
10-K 2011-04-30 Filed 2011-11-02
10-Q 2011-01-31 Filed 2011-03-31
10-Q 2010-10-31 Filed 2011-01-11
10-Q 2010-07-31 Filed 2010-10-06
10-K 2010-04-30 Filed 2010-08-05
10-Q 2010-01-31 Filed 2010-03-26
10-Q 2009-10-31 Filed 2010-01-13
8-K 2018-10-19

FHRT 10Q Quarterly Report

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Concluded):
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
EX-31 e31-1.htm
EX-31 e31-2.htm
EX-33 ex32-1.htm

First Hartford Earnings 2016-07-31

Balance SheetIncome StatementCash Flow
2501951408530-252013201520172019
Assets, Equity
352719113-42013201520172019
Rev, G Profit, Net Income
1593-3-9-152013201520172019
Ops, Inv, Fin

10-Q 1 fh10q.htm q-073120161052016.htm - Prepared by EDGARX.com

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2016.

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                                                          to                                                                                           

Commission File Number:                  0-8862                                                                                                                                                  

 

First Hartford Corporation

(Exact name of registrant as specified in its charter)

 

Maine 

 01-0185800 

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

149 Colonial Road, Manchester, CT

06042

(Address of principal executive offices)

(Zip Code)

 

(860) 646-6555

(Registrant’s telephone number including area code)
 

(Former name, former address and former fiscal year if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X       No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes       No X

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  

Accelerated filer

 

 

Non-accelerated filer (Do not check if a smaller reporting company) 

Smaller reporting company X

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes          No X

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

2,377,565 as of September 30, 2016

1

 


 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES

 

INDEX

 

PART I.

FINANCIAL INFORMATION

PAGE

 

Item 1.

Financial Statements (Unaudited)

 

 

 

Condensed Consolidated Balance Sheets

          July 31, 2016 and April 30, 2016

 

 

3 - 4

 

Condensed Consolidated Statements of Income for the

          Three Months Ended July 31, 2016 and 2015

 

 

5

 

Condensed Consolidated Statements of Comprehensive Income for the
          Three Months Ended July 31, 2016 and 2015

 

6

 

Condensed Consolidated Statements of Cash Flows for the

          Three Months Ended July 31, 2016 and 2015

 

 

7 – 8

 

Notes to Condensed Consolidated Financial Statements

 

9 - 13

Item 2.

Management’s Discussion and Analysis of Financial Condition

          and Results of Operations

 

 

14 - 19

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

19

Item 4.

Controls and Procedures

 

19

PART II.

OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

 

20

Item 1A.

Risk Factors

 

20

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

20

Item 3.

Defaults Upon Senior Securities

 

21

Item 4.

Mine Safety Disclosures

 

21

Item 5.

Other Information

 

21

Item 6.

Exhibits

21

 

 

Signatures

22

 

 

Exhibits

23 - 25

 

 

2

 


 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS

 

July 31, 2016

 

April 30, 2016

 

 

 

 

Real estate and equipment:

 

 

 

Developed properties and property under construction (including $75,276,338 in July and $74,693,823 in April for VIEs)

$221,722,469

 

$228,733,956

Equipment and tenant improvements (including $2,459,670 in July and $2,425,896 in April for VIEs)

3,815,339

 

3,763,420

 

225,537,808

 

232,497,376

 

 

 

 

Less accumulated depreciation and amortization (including $14,348,788 in July and $13,827,009 in April for VIEs)

43,963,647

 

42,654,076

 

181,574,161

 

189,843,300

 

 

 

 

Property held for sale

17,494,174

 

15,422,312

 

Cash and cash equivalents (including $1,560,566 in July and $1,507,163 in April for VIEs)

5,570,694

 

5,982,506

 

 

 

 

Cash and cash equivalents – restricted (including $406,029 in July and $406,749 in April for VIEs)

1,701,828

 

2,070,963

 

 

 

 

Marketable securities (including $1,470,491 in July and $1,601,795 in April for VIEs)

1,470,491

 

1,601,795

 

 

 

 

Accounts and notes receivable, less allowance for doubtful accounts of

$803,228 as of July 31, 2016 and $769,961 as of April 30, 2016 (including $135,674 in July and $27,651 in April for VIEs)

 

4,075,527

 

 

3,959,574

 

 

 

 

Other receivables

4,648,743

 

5,956,103

 

 

 

 

Deposits and escrow accounts (including $11,589,249 in July and $4,137,450 in April for VIEs)

16,331,039

 

9,937,588

 

 

 

 

Prepaid expenses (including $570,053 in July and $306,547 in April for VIEs)

1,854,367

 

1,438,759

 

 

 

 

Deferred expenses (including $179,918 in July and $184,722 in April for VIEs)

4,326,557

 

2,952,630

 

 

 

 

Investments in affiliates

100

 

100

 

 

 

 

Due from related parties and affiliates

663,139

 

159,954

 

 

 

 

Deferred tax asset

1,624,957

 

2,130,776

 

 

 

 

Total assets

$241,335,777

 

$241,456,360

See accompanying notes.

3

 


 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(Unaudited)

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)

 

 

July 31, 2016

 

April 30, 2016

Liabilities:

 

 

 

Mortgages and notes payable:

 

 

 

Construction loans payable

$62,431,205

 

$68,031,502

Mortgages payable (including $65,323,022 in July and $56,580,047 in April for VIEs)

155,988,500

 

149,119,630

Notes payable (including $1,704,697 in July and $1,704,697 in April for VIEs)

1,744,697

 

1,744,697

Lines of credit

3,027,091

 

2,652,091

Less: Deferred debt issuance costs, net (including $1,624,234 in July and $1,151,746 in April for VIEs)

(2,294,616)

 

(1,837,083)

 

220,896,877

 

219,710,837

 

 

 

 

Accounts payable (including $1,028,122 in July and $961,884 in April for VIEs)

3,859,732

 

3,701,702

Other payables

5,946,741

 

8,843,015

Accrued liabilities (including $3,262,098 in July and $3,254,953 in April for VIEs)

5,840,799

 

6,124,930

Derivative liability

5,486,378

 

4,693,209

Deferred income (including $232,916 in July and $254,576 in April for VIEs)

1,260,705

 

677,694

Other liabilities

1,567,235

 

1,654,361

Due to related parties and affiliates (including $434,486 in July and $430,269 in April for VIEs)

606,338

 

602,121

 

245,464,805

 

246,007,869

 

 

 

 

Shareholders’ Equity (Deficiency):

 

 

 

First Hartford Corporation:

 

 

 

Preferred stock, $1 par value; $.50 cumulative and convertible; authorized

4,000,000 shares; no shares issued and outstanding

-0-

 

-0-

Common stock, $1 par value; authorized 6,000,000 shares; issued 3,273,609 and

3,298,609 shares and outstanding 2,377,565 and 2,404,590 shares as of July 31,

2016 and April 30, 2016

3,273,609

 

3,298,609

Capital in excess of par

5,148,928

 

5,198,928

Accumulated deficit

(7,773,641)

 

(8,600,495)

Accumulated other comprehensive income

-0-

 

-0-

Treasury stock, at cost, 896,044 and 894,019 shares as of July 31, 2016 and

April 30, 2016

(4,989,384)

 

(4,984,416)

Total First Hartford Corporation

(4,340,488)

 

(5,087,374)

Noncontrolling interests

211,460

 

535,865

 

 

 

 

Total shareholders’ equity (deficiency)

(4,129,028)

 

(4,551,509)

 

 

 

 

Total liabilities and shareholders’ equity (deficiency)

$241,335,777

 

$241,456,360

 

 

 

 See accompanying notes.

4

 


 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

 

 

Three Months Ended

 

July 31, 2016

 

July 31, 2015

Operating revenues:

 

 

 

Rental income

$8,066,447

 

$7,418,559

Service income

1,228,605

 

1,632,036

Sales of real estate

12,210,051

 

1,104,160

Other revenues

993,554

 

894,674

 

22,498,657

 

11,049,429

 

 

 

 

Operating costs and expenses:

 

 

 

Rental expenses

5,099,712

 

5,052,987

Service expenses

1,193,326

 

1,426,594

Cost of real estate sales

9,623,667

 

936,212

Selling, general and administrative expenses

1,843,825

 

1,915,531

 

17,760,530

 

9,331,324

 

 

 

 

Income from operations

4,738,127

 

1,718,105

 

 

 

 

Non-operating income (expense):

 

 

 

Interest expense

(2,589,494)

 

(2,395,977)

Gain on voluntary foreclosure

-0-

 

2,649,850

Other income

21,460

 

106,705

Gain (loss) on derivatives (non-cash)

(793,169)

 

441,139

Equity in earnings of unconsolidated subsidiaries

177,126

 

162,422

 

(3,184,077)

 

964,139

 

 

 

 

Income before income taxes

1,554,050

 

2,682,244

 

 

 

 

Income tax expense

811,647

 

39,885

 

 

 

 

Consolidated net income

742,403

 

2,642,359

 

 

 

 

Net (income) loss attributable to noncontrolling interests

84,451

 

(242,963)

 

 

 

 

Net income attributable to First Hartford Corporation

$826,854

 

$2,399,396

 

 

 

 

Net income per share – basic

$0.35

 

$1.00

 

 

 

 

Net income per share – diluted

$0.35

 

$1.00

 

 

 

 

Shares used in basic per share computation

2,391,078

 

2,409,840

 

 

 

 

Shares used in diluted per share computation

2,391,078

 

2,409,840

See accompanying notes.

 

5

 


 

 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

 

 

 

Three Months Ended

 

July 31, 2016

 

July 31, 2015

Consolidated net income

$742,403

 

$2,642,359

 

 

 

 

Other comprehensive income (loss), net of taxes:

 

 

 

   Unrealized gains (losses) on marketable securities

(131,304)

 

(3,848)

 

 

 

 

   Total comprehensive income

611,099

 

2,638,511

 

 

 

 

Amounts attributable to noncontrolling interests:

 

 

 

   Net loss (income)

84,451

 

(242,963)

   Unrealized (gains) losses on marketable securities

131,304

 

6,623

 

 

 

 

 

215,755

 

(236,340)

 

 

 

 

Comprehensive income attributable to First Hartford Corporation

$826,854

 

$2,402,171

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

 

6

 


 

 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

 

Three Months Ended

 

July 31, 2016

 

July 31, 2015

Operating activities:

 

 

 

 

 

 

 

Consolidated net income

$742,403

 

$2,642,359

 

 

 

 

Adjustments to reconcile consolidated net income to net cash provided by /

(used in) operating activities:

 

 

 

Equity in earnings of unconsolidated subsidiaries, net of distributions of

$90,000 in 2016 and $90,000 in 2015

(87,126)

 

(72,422)

Gain on voluntary foreclosure

-0-

 

(2,649,850)

Gain on sale of real estate

(2,586,384)

 

(167,948)

Depreciation of real estate and equipment

1,318,924

 

1,208,363

Amortization of deferred expenses

232,903

 

91,979

Deferred income taxes

505,819

 

(33,429)

Loss / (gain) on derivatives

793,169

 

(478,870)

Changes in operating assets and liabilities:

 

 

 

Accounts, notes and other receivables

1,191,407

 

5,759,922

Deposits and escrow accounts

1,626,526

 

301,512

Prepaid expenses

(415,608)

 

(343,373)

Deferred expenses

(2,064,363)

 

1,200,633

Cash and cash equivalents – restricted

369,135

 

(569,689)

Accrued liabilities

(284,131)

 

338,366

Deferred income

583,011

 

133,124

Accounts and other payables

(2,738,244)

 

(5,103,948)

 

 

 

 

Net cash provided by / (used in) operating activities

(812,559)

 

2,256,729

 

 

 

 

Investing activities:

 

 

 

Investments in marketable securities

-0-

 

(1,977,342)

Proceeds from sale of marketable securities

-0-

 

4,163,462

Purchase of equipment and tenant improvements

(61,272)

 

(1,260)

Proceeds from sale of real estate

12,210,051

 

1,104,160

Additions to developed properties and properties under construction

(4,684,042)

 

(13,992,810)

 

 

 

 

Net cash provided by / (used in) investing activities

7,464,737

 

(10,703,790)

 

 

 

 

 

 

 

See accompanying notes.

7

 


 

 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)

 

 

Three Months Ended

 

July 31, 2016

 

July 31, 2015

Financing activities:

 

 

 

Distributions to noncontrolling interests

$(108,650)

 

$(1,084,615)

Repurchase of common stock

(79,968)

 

-0-

Proceeds from:

 

 

 

Construction loans

1,785,458

 

6,147,015

Mortgage loans

920,310

 

1,312,500

Notes

-0-

 

-0-

Credit lines

375,000

 

-0-

Principal payments on:

 

 

 

Construction loans

(7,385,755)

 

-0-

Mortgage loans

(2,071,417)

 

(1,202,856)

Notes

-0-

 

-0-

Credit lines

-0-

 

-0-

Payments (to) / from related parties and affiliates, net

(498,968)

 

504,250

 

 

 

 

Net cash provided by / (used in) financing activities

(7,063,990)

 

5,676,294

 

 

 

 

Net change in cash and cash equivalents

(411,812)

 

(2,770,767)

 

 

 

 

Cash and cash equivalents, beginning of period

5,982,506

 

9,698,341

 

 

 

 

Cash and cash equivalents, end of period

$5,570,694

 

$6,927,574

 

 

 

 

 

Cash paid during the period for interest

$2,497,810

 

$2,140,339

 

 

 

 

Cash paid during the period for income taxes

$249,148

 

$467,013

 

 

 

 

Debt refinancing in 1st quarter:

New mortgage loans

$14,300,000

 

$39,000,000

Debt reduced

(5,359,713)

 

(39,723,828)

Escrow funded

(8,019,977)

 

-0-

Net cash from refinancing in 1st quarter

$920,310

 

$(723,828)

 

 

 

 

 

 See accompanying notes.

 

8

 


 

 

 

 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.       Business and Significant Accounting Policies:

 

Business

 

First Hartford Corporation, which was incorporated in Maine in 1909, and its subsidiaries (the Company), is engaged in two business segments: 1) the purchase, development, ownership, management and sale of real estate and 2) providing preferred developer services for two corporate franchise operators (i.e., “Fee for Service”).

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest, including those where the Company has been determined to be a primary beneficiary of a variable interest entity or meets certain criteria as a sole general partner or managing member in accordance with the consolidation guidance of the Financial Accounting Standards Board Accounting Standards Codification.  As such, included in the unaudited condensed consolidated financial statements are the accounts of Rockland Place Apartments Limited Partnership and Clarendon Hill Somerville Limited Partnership, in which the Company is the sole general partner.  The Company’s ownership percentage in these variable interest entity partnerships is nominal.  All significant intercompany balances and transactions have been eliminated.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8.03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included.  Operating results for the interim periods are not necessarily indicative of the results that may be expected for the entire year.  The condensed consolidated balance sheet as of April 30, 2016 was derived from the audited financial statements for the year then ended.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended April 30, 2016.

 

Because the Company is engaged in the development and sale of real estate at various stages of construction, the operating cycle may extend beyond one year.  Accordingly, following the usual practice of the real estate industry, the accompanying condensed consolidated balance sheets are unclassified.

In February 2016, the FASB issued ASU No. 2016-02, Leases, (Topic 842), which is intended to improve financial reporting around leasing transactions. The ASU affects all companies and other organizations that engage in lease transactions (both lessee and lessor) that lease assets such as real estate and manufacturing equipment. This ASU will require organizations that lease assets—referred to as “leases”—to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. ASU No. 2016-02 is effective for fiscal years and interim periods within those years beginning January 1, 2019. The Company is in process of assessing the impact of the adoption of ASU No. 2016-02 on its financial position, results of operations and cash flows.

 

For further discussions on ASUs, refer to the Company’s annual report on Form 10-K for the fiscal year ended April 30, 2016.

 

 

9

 


 

 

 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.       Business and Significant Accounting Policies (continued):

 

Net Income (Loss) Per Common Share

Basic income (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods.  Diluted income (loss) per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock, such as stock options and warrants (using the “treasury stock” method).

       

There were no common stock equivalents outstanding at July 31, 2016 or July 31, 2015.   

 

Financial Instruments and Fair Value

 

The Company’s financial instruments include cash and cash equivalents, accounts receivable, marketable securities, accounts payable, accrued expenses, and debt.  The fair values of accounts receivable, accounts payable and accrued expenses are estimated to approximate their carrying amounts because of their relative short-term nature.  In general, the carrying amount of variable rate debt approximates its fair value.  Further, the carrying amount of fixed rate debt approximates fair value since the interest rates on the debt approximates the Company’s current incremental borrowing rate.  Marketable securities consist of equity securities and are stated at fair value based on the last sale of the period obtained from recognized stock exchanges (i.e. Level 1). Accumulated other comprehensive (loss) income consists solely of unrealized gains (losses) on marketable securities.

 

Segment Information

 

The factors used by the Company to identify reportable segments include differences in products and services and segregated operations within the Company. The first segment, “Real Estate Operations” participates in the purchase, development, management, ownership and sale of real estate. Within its second segment, “Fee for Service”, the Company provides preferred developer services to CVS and Cumberland Farms Inc. in certain geographic areas.  Summary financial information for the two reportable segments is as follows:

 

 

Three Months Ended

 

July 31,

 

2016

 

2015

Revenues:

 

 

 

Real Estate Operations

$21,424,657

 

$9,516,774

Fee for Service

1,074,000

 

1,532,655

Total

$22,498,657

 

$11,049,429

 

 

 

 

Operating Costs & Expenses:

 

 

 

Real Estate Operations

$14,758,360

 

$6,101,497

Fee for Service

1,158,345

 

1,314,296

Administrative Expenses

1,843,825

 

1,915,531

Total

$17,760,530

 

$9,331,324

 

 

 All costs after operating expenses are costs of the real estate operation.

 

10

 


 

 

 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.       Business and Significant Accounting Policies (concluded):

 

Segment Information (concluded):

 

The only assets in the balance sheet belonging to the Fee for Service segment is restricted cash of $1,295,799 on July 31, 2016 and $1,664,214 on April 30, 2016 and receivables of $4,648,743 on July 31, 2016 and $5,956,103 on April 30, 2016.

 

2.       Consolidated Variable Interest Entities and Investments in Affiliated Partnerships:

The Company has consolidated both Rockland and Clarendon based on the express legal rights and obligations provided to it by the underlying partnership agreements and its control of their business activity.  The assets of these partnerships that can only be used to settle their obligations and their liabilities for which creditors (or beneficial interest holders) do not have recourse to the general credit of the Company are shown parenthetically in the line items of the consolidated balance sheets.  A summary of the assets and liabilities of Rockland and Clarendon included in the Company’s condensed consolidated balance sheets follows:

 

July 31, 2016

 

April 30, 2016

 

 

 

 

Real estate and equipment, net

$65,801,139

 

$65,735,521

Other assets

15,889,012

 

8,195,007

Total assets

81,690,151

 

73,930,528

Intercompany profit elimination

(2,805,823)

 

(2,863,451)

Total assets

$78,884,328

 

$71,067,077

 

 

 

 

Mortgages and other notes payable

$65,403,485

 

$57,132,998

Other liabilities

4,505,307

 

4,471,413

Total liabilities

$69,908,792

 

$61,604,411

 

The Company accounts for its 50% ownership interest in Dover Parkade, LLC under the equity method of accounting.  A summary of the operating results for this entity follows:

 

Three Months Ended

 

July 31,

 

2016

 

2015

Dover Parkade, LLC:

 

 

 

   Revenue

$683,913

 

$668,169

   Expenses

(509,662)

 

(523,324)

Net income (Loss)

$174,251

 

$144,845

 

 

 

 

 

11

 


 

 

 

 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

3.       Income Taxes:

The Company files a Federal consolidated tax return to report all income and deductions for its subsidiaries. The Company and its subsidiaries file income tax returns in several states. The tax returns are filed by the entity that owns the real estate or provides services in such state. Some states do not allow a consolidated or combined tax filing. Therefore, in the quarter ended July 31, 2016, state income taxes are greater than expected as income for some subsidiaries cannot be offset by other subsidiaries with operating losses.

In the quarter ended July 31, 2015, the Company had taxable income but had sufficient loss carryforwards so income tax expense was minimal. 

4.       Litigation:

On September 7, 2016, the Company was notified it lost the first of two companion lawsuits against a former tenant for wrongful termination of its separate leases at two of the Company’s commercial shopping centers.  As a result, the Company has accrued a liability of $198,000 as of July 31, 2016 to cover reimbursement of defendant’s claimed legal fees and costs.  The Company is evaluating its options, including whether to appeal the decision, contest the claimed fee amounts, and/or whether to continue to proceed with the second companion lawsuit.  There were no other changes in litigation since April 30, 2016.

 

5.       Refinancings:

Rockland Place Apartments LP – Refinance: On June 3, 2016, Rockland Place Apartments LP executed a First Mortgage Note payable with the Massachusetts Housing Finance Agency in the amount of $14,300,000.  The note is nonrecourse, has a 40-year term and requires monthly payments of principal and interest of $54,628.  The interest rate is fixed at 3.41%.  The proceeds of the note were used to repay its bridge mortgage note with a principal balance of $591,174, its Fourth Mortgage Note with a principal balance of $500,000, and its Flexible Subsidy Capital Improvement Loan with a principal balance of $4,268,539.  The proceeds also funded closing costs and certain escrows that are being used to redevelop the complex. 

6.       Purchases of Real Estate:

Buda, TX Land Purchases: On April 29, 2016, the Company purchased a parcel of land in Buda, TX adjacent to another parcel owned by the Company for $686,167 including closing costs.  On May 13, 2016, the Company purchased three additional parcels of land adjacent to these parcels for $1,051,034 including closing costs. These purchases were financed by a new land loan of $1,505,000 with the balance funded by working capital.  Key terms of the loan are as follows:

  Loan Amount:

$1,505,000

  Maturity Date:   

September 24, 2017

  Interest Rate:  

The lower of a) the Prime Rate per Wall Street Journal plus 1.00% or b) 4.25%.

  Payments:

Interest only payable monthly.  At maturity, outstanding principal plus any accrued interest will be payable.

  Guarantors: 

Both the Company (Corporate) and Chairman of the Company (Individual).

 

 

12

 


 

 

 

 

 

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

7.       Subsequent Events:

The Company has evaluated for subsequent events through October 7, 2016, the date the financial statements were issued.

Edinburg, TX - Refinance: On September 7, 2016, the Company partially refinanced its loans on its shopping center property in Edinburg, TX.  The new loan with Goldman Sachs is for $32,500,000 and is secured by the shopping center.  Proceeds from this new loan were used to pay off $31,030,767 of existing debt with Protective Life and to establish a $1,100,000 Earnout Reserve Account (ERA), with the balance used to fund escrows and pay closing costs.  The remainder of the existing debt of $15,926,740 is secured by vacant land of approximately 50 acres attached to the shopping center.  The $1,100,000 ERA will be returned to the Company if, within two years, it can provide evidence that two significant named tenants have renewed their lease options for an additional five years (or the Company has entered into Approved Substitute Lease(s) for same) and the Earnout Debt Yield (EDY), as defined, is equal to or greater than 8.30%.  If the Company fails to do so, a minimum of $1,000,000 of the ERA will be used to reduce the principal balance of the loan and up to $100,000 will be used to pay the applicable yield maintenance premium.   The loan has a 30 year amortization and duration of 10 years (i.e., maturity date of September 6, 2026) with an interest rate of 4.604%.  For the first year, interest only is paid monthly; beginning in October 2017, principal and interest are paid monthly.  Prepayment of the loan is generally prohibited.  The Company receives income directly to its operating account unless a “trigger event” occurs in which case the cash goes into a lockbox account controlled by the lender.  Basic “trigger events” include:

  • Failure to maintain a 12 month-rolling Debt-Service Coverage Ratio (DSCR), as defined, of 1.1:1.0,

  • Failure to maintain a market-based Net Worth, as defined, of $20,000,000,

  • Failure to maintain Liquid Assets, as defined, of $2,000,000,

  • Loan default,

  • Various Rollover Trigger Events, which include certain significant named tenants vacating, terminating or not renewing their leases, or filing for bankruptcy and not replaced with an Approved Substitute Lease, as defined.

In addition, if a significant named tenant goes dark, vacates, or is not in occupancy of substantially all of its current space, the Company would have to deposit either a $2,000,000 reserve or letter of credit with the lender until such time as agreed upon lease conditions being met.

With respect to the remaining balance of $15,926,740 from the original loans with Protective Life now secured by vacant land of approximately 50 acres directly adjacent to the shopping center, the Company and the lender have agreed that if the Company repays $2,000,000 of the balance by November 7, 2016, the interest rate on the remaining balance will be reduced from 5.0% to 4.0%.  The lender has also agreed that if the Company pays off the entire loan by September 6, 2017, its 50% Additional Interest Agreement (AIA) rights will terminate.  This remaining loan is personally guaranteed by the Chairman of the Company.

Austin, TX – Land Sale:  On September 20, 2016, the Company sold a parcel of land in Austin, TX for $6,100,000 (cost of approximately $4,150,000) that was previously ground leased.  The Company continues to own land attached to the sold parcel and is currently overseeing construction of a single-tenant retail building of approximately 6,900 square feet on this property.  

 

13

 

 


 

 

 

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
              OPERATIONS

The financial and business analysis below provides information which the Company believes is relevant to an assessment and understanding of the Company’s financial position, results of operations and cash flows.  This analysis should be read in conjunction with the condensed consolidated financial statements and related notes.

The following discussion and certain other sections of this Report on Form 10-Q contain statements reflecting the Company’s views about its future performance and constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995.  These views may involve risk and uncertainties that are difficult to predict and may cause the Company’s actual results to differ materially from the results discussed in such forward-looking statements.  Readers should consider how various factors including changes in general economic conditions, cost of materials, interest rates and availability of funds, and the nature of competition and relationship with key tenants may affect the Company’s performance.  The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or other.

Critical Accounting Policies

There have been no significant changes in the Company’s critical accounting policies from those included in Item 7 of its Annual Report on Form 10-K for the year ended April 30, 2016 under the subheading “Critical Accounting Policies and Estimates”. 

Results of Operations
Rental Income:

Rental income for the quarters ended July 31, by type of tenant, follows:

 

 

Three Months Ended

 

July 31,

 

2016

 

2015

Residential

$3,073,023

 

$3,046,112

Commercial

4,993,424

 

4,372,447

 

$8,066,447

 

$7,418,559

 

The slight increase in residential rental income was primarily caused by a decrease in vacancies at the Somerville, MA (i.e., Clarendon) property.

The increase in commercial rental income was primarily caused by rents received on the Company’s development properties (e.g., New Orleans, LA, Stanhope, NJ, Olathe, KS, etc.) and additional rents from new tenants at the West Springfield, MA and Edinburg, TX properties, partially offset by the impact of the voluntary foreclosure of the Putnam, CT property on June 5, 2015.

Service Income

Service income for the quarters ended July 31 follows:

 

Three Months Ended

 

July 31,

 

2016

 

2015

Management fees

$154,605

 

$99,381

Preferred developer fees

1,074,000

 

1,532,655

 

$1,228,605

 

$1,632,036

14

 


 

 

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
              OPERATIONS (continued):

Results of Operations (continued):

Service Income (continued):

The decrease in preferred developer fees reflected lower fees received from both CVS and Cumberland Farms.  The decrease in CVS fees was the result of a recent acquisition that has impacted in the slowing of their pipeline for new stores.  The decrease in Cumberland Farms was the result of timing of closings based on the construction schedule.

Sales (and Cost of Sales) of Real Estate

Three months ended July 31, 2016:

On June 29, 2016, the Company sold a property in Stanhope, NJ for $10,000,051 (cost of $8,268,070).  A construction loan with a balance of $6,329,667 was paid off with the proceeds.

On June 30, 2016, the Company sold a portion of its property in Edinburg, TX (i.e., Texas Roadhouse) for $2,210,000 (cost of $1,355,597).  A mortgage loan with a balance of $1,279,136 was paid off with the proceeds.

Three months ended July 31, 2015:
On May 28, 2015, the Company sold a parcel of land in Pearland, TX for $1,104,161 (cost of $747,610).

There were also costs related to property sales that occurred in the fiscal year ended April 30, 2015 totaling $188,602 that were not anticipated as of the prior fiscal year end.

Other Revenues

The increase in other income was primarily at the liquor store, which obtained a liquor license in December 2014.  The sales at the store have been increasing steadily as previously the store only sold beer and wine. 

Operating Costs and Expenses:

Rental Expenses

Rental expenses for the quarters ended July 31, by type of tenant, follows:

 

Three Months Ended

 

July 31,

 

2016

 

2015

Residential

$2,571,379

 

$2,522,162

Commercial

2,528,333

 

2,530,825

 

$5,099,712

 

$5,052,987

 

The slight increase in residential rental expenses were mainly from increased repairs and painting expenses at the Somerville, MA (i.e., Clarendon) property.   

 

 

 

 

15

 


 

 

 

 

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
              OPERATIONS (continued):

Results of Operations (continued):

Operating Costs and Expenses (concluded):

Rental Expenses (concluded:

The slight decrease in commercial rental expenses were mainly due to prior year professional and legal expenses incurred as part of the initial effort to refinance the debt at the Cranston, RI shopping center, largely offset by a legal liability of $198,000 as a result of the Company losing the first of two companion lawsuits against a former tenant for wrongful termination of its separate leases at two of the Company’s commercial shopping centers (see Note 4 of the Financial Statements included within for discussion) and accelerated amortization expense of deferred commissions arising from the sale of a portion of its property in Edinburg, TX (i.e., Texas Roadhouse).   

Service Expenses

Service expenses for the quarters ended July 31 follows:

 

Three Months Ended

 

July 31,

 

2016

 

2015

Preferred Developer
Expenses and Fees

$1,158,345

 

$1,314,296

Construction and Other Cost

34,981

 

112,298

 

$1,193,326

 

$1,426,594

 

The decrease in preferred developer expenses and fees primarily reflects lower commissions paid commensurate with the lower revenue, primarily at Cumberland Farms. 

Selling, General and Administrative (“SG&A”)

There was a slight decrease in SG&A expenses; there were no individually significant items contributing to this decrease. 

Non-Operating Income (Expense):

Interest Expense

Interest expense for the quarters ended July 31, by type of tenant, follows:

 

 

Three Months Ended

 

July 31,

 

2016

 

2015

Commercial

$1,894,665

 

$1,783,361

Residential

694,829

 

612,616

 

$2,589,494

 

$2,395,977

 

16

 


 

 

 

 

 

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
              OPERATIONS (continued):

Non-Operating Income (Expense) (continued):

Interest Expense (concluded):

The increase in commercial interest expense was the result of expense related to loans for the Company’s development properties (e.g., New Orleans, LA, Stanhope, NJ, Olathe, KS, etc.), partially offset by savings from the prior year refinancings at Cranston and CP Associates.

The increase in residential interest expense was the result of the refinancing at Rockland as discussed in Note 5 of the Financial Statements included within.  Note the loans paid off as part of this refinancing did not accrue interest.

Gain on Voluntary Foreclosure

Putnam, CT – Transfer to Lender: On November 1, 2014, a payment was due for the mortgage of the shopping center in Putnam, Connecticut in the amount of approximately $4,700,000.  The rentable space of the shopping center is 57,529 square feet, 46% of which was leased to one store.  That store informed the Company that they were not renewing their lease, which expired on January 31, 2015, and, as a result, the Company found it impossible to refinance the mortgage without finding a replacement tenant.  Therefore, on June 5, 2015, the Company agreed to transfer title of the property to the lender.  The Company recognized a gain of $2,649,850 since the mortgage was non-recourse and was in excess of the book value.  Pre-tax income for this shopping center was $44,645 for the quarter ended July 31, 2015.

Other Income

Other income for the quarters ended July 31 follows:

 

Three Months Ended

 

July 31,

 

2016

 

2015

Investment Income

$21,460

 

$106,705

 

The decrease in investment income reflected realized gains on sales of securities in the prior year that did not repeat in the current year.

Gain (Loss) on Derivatives (Non-Cash)

The Company, through its 50% owned consolidated subsidiaries, has entered into two separate floating-to-fixed interest rate swap agreements with banks that expire in May 2025 and July 2031.  The Company has determined that these derivative instruments do not meet the requirements of hedge accounting and have therefore recorded the change in fair value of these derivative instruments through income.  Note that the change in fair value recorded through income is a non-cash item.

 

 

 

 

17

 


 

 

 

 

 

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
              OPERATIONS (continued):

Non-Operating Income (Expense) (concluded):

Equity in Earnings of Unconsolidated Subsidiary

The equity in earnings of unconsolidated subsidiary for the quarters ended July 31 follows:

 

Three Months Ended

 

July 31,

 

2016

 

2015

Income from Operations

$87,126

 

$72,422

Distributions

90,000

 

90,000

 

$177,126

 

$162,422

 

The Company has an investment in an affiliated limited liability entity Dover Parkade, LLC, (Dover).  The Company has a 50% interest in Dover which owns a shopping center in Dover Township, NJ.  The operating and financial policies of Dover are not controlled by the Company.  For the years prior to May 1, 2009, the Company was committed to providing funding to this equity method investee.  The Company’s investment was recorded at cost and subsequently adjusted for its share of their net income and losses and distributions. To 2009, losses and distributions from Dover exceeded the Company’s investment.  Since then, distributions from Dover have been credited to income.  The Company does not control the rate of distributions of Dover.  Such distributions are in excess of Dover’s net assets since its accumulated net losses (including significant amounts for depreciation and amortization) have exceeded capital contributions.

Income Taxes

The Company files a Federal consolidated tax return to report all income and deductions for its subsidiaries. The Company and its subsidiaries file income tax returns in several states. The tax returns are filed by the entity that owns the real estate or provides services in such state. Some states do not allow a consolidated or combined tax filing. Therefore, in the quarter ended July 31, 2016, state income taxes are greater than expected as income for some subsidiaries cannot be offset by other subsidiaries with operating losses.

In the quarter ended July 31, 2015, the Company had taxable income but had sufficient loss carryforwards so income tax expense was minimal. 

Capital Resources and Liquidity

At July 31, 2016, the Company had $5,570,694 of unrestricted cash and cash equivalents. This includes $3,666,866 belonging to partnership entities in which the Company’s financial interests range from .01% (VIEs) to 50%.  Funds received from CVS, which are to be paid out in connection with CVS developments, amounted to $1,295,799 and tenant security deposits held by VIEs of $406,029 are included in restricted cash and cash equivalents.

 

 

 

 

18

 


 

 

 

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
              OPERATIONS (concluded):

Capital Resources and Liquidity (concluded):

At July 31, 2016, the Company had $1,470,491 of investments in marketable securities, all of which belongs to partner entities.

The sources of future borrowings that may be needed for new construction loans, property purchases, or balloon payments on existing loans are unclear at this time.  On December 7, 2015, the Company entered into a $2,000,000 revolving demand loan agreement (“line of credit”) with a regional bank.  The interest rate on this loan is Wall Street Journal Prime, with a floor of 3.25%.  The loan is unsecured and there are no guarantors.  Interest is to be paid monthly; principal is to be repaid within twelve months or on demand, at the bank’s discretion.  There are no prepayment penalties.  This line of credit will primarily be used from time to time to fund initial investments related to development opportunities.  As of July 31, 2016, the Company had borrowings of $1,694,091 against this credit line.  The Company also obtained another credit line as part of a purchase of land in Austin, TX as described in Note 17 to the Company’s financial statements included in the Company’s annual report on Form 10-K for the fiscal year ended April 30, 2016. This $2,760,000 line of credit will primarily be used from time to time to fund initial investments related to development opportunities.  As of July 31, 2016, the Company had borrowings of $1,333,000 against this credit line.

Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller reporting companies are not required to provide the information required by this item.

Item 4.  CONTROLS AND PROCEDURES 

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chairman and Treasurer, as appropriate, to allow timely decisions regarding required disclosure.  We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chairman and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15b of the Exchange Act.  Based on the Evaluation, our Chairman and Treasurer concluded that because of weaknesses in our control environment, our disclosure controls were not effective as of the end of the period covered by this report.  Notwithstanding weaknesses in our control environment, as of July 31, 2016, we believe that the condensed consolidated financial statements contained in this report present fairly the Company’s financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period covered by this report, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

19

 


 

 

 

 

PART II   

OTHER INFORMATION

   

Item 1.

LEGAL PROCEEDINGS

   
 

On September 7, 2016, the Company was notified it lost the first of two companion lawsuits against a former tenant for wrongful termination of its separate leases at two of the Company’s commercial shopping centers.  As a result, the Company has accrued a liability of $198,000 as of July 31, 2016 to cover reimbursement of defendant’s claimed legal fees and costs.  The Company is evaluating its options, including whether to appeal the decision, contest the claimed fee amounts, and/or whether to continue to proceed with the second companion lawsuit.  There were no other changes in litigation since April 30, 2016.

   

Item 1A. 

RISK FACTORS

   
 

Smaller reporting companies are not required to provide the information required by this item.

   

Item 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

   
 

10b5-1 Private Repurchase Stock Plan: On March 29, 2016, the Company’s Board of Directors approved a 10b5-1 Private Repurchase Stock Plan for the repurchase of up to 150,000 shares of the Company's common stock in minimum blocks of 15,000 shares and maximum blocks of 70,000 shares.  All eligible shareholders shall at all times during the transaction hold less than 5% of the issued and outstanding common stock of the Company.  Repurchases may be made at management’s discretion from time-to-time only through privately negotiated transactions pursuant to the terms of the 10b5-1 plan to meet the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934.  The privately negotiated purchase price may not to exceed $5.00 per share.  The program will be suspended for 15 days before the due date of each quarterly or annual report filing and will resume 15 days after the filing.  The repurchase program may extend up to a maximum of 12 months and may be suspended for periods or discontinued at any time.    Any shares acquired under this program will be retired.  Please see the below table for information with respect to repurchases by the Company:

Issuer Repurchases of its Equity Securities

Month of Transactions

Total number of shares purchased

Average price paid per share

Total number of shares purchased as part of publicly announced plans or programs

Maximum number of shares that may yet be purchased under the plans or programs

 

 

 

 

 

May 1, 2016 – July 31, 2016a

2,025

$2.45

0

0

May 11, 2016 b

25,000

$3.00

25,000

125,000

 

 

 

 

 

TOTAL

27,025

$2.96

25,000

125,000

 

 

a: 

The transactions comprised of the acquisition of the 2,025 shares were not conducted pursuant to a publicly announced program.

 

 

 

 

b:

The transactions comprised of the acquisition of the 25,000 shares required pursuant to the March 29, 2016 publicly announced 10b5-1 Private Repurchase Stock Plan.

 

20

 


 

 

Item 3. 

DEFAULTS UPON SENIOR SECURITIES

 

 

 

None

 

 

Item 4.

MINE SAFETY DISCLOSURES

 

                               

 

Not applicable

 

 

Item 5.

OTHER INFORMATION

   
 

None

   
 

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

 

 

None

 

 

Item 6.

EXHIBITS

   
 

a)      Exhibits:

   
 

Exhibit 31.1   

Certification of Chief Executive Officer, pursuant to Rule 13a-14(c) under the Securities Exchange Act of 1934.

 

 

 
 

Exhibit 31.2  

Certification of Chief Financial Officer, pursuant to Rule 13a-14(c) under the Securities Exchange Act of 1934.

 

 

 
 

Exhibit 32.1   

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350

 

 

 

21

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

                                                                                                                           

    

First Hartford Corporation

 

(Registrant)

 

 

 

 

                October 7, 2016               

/s/ Neil H. Ellis                                  

 

Neil H. Ellis, 

 

Chairman of the Board

 

and Chief Executive Officer

 

 

 

 

                October 7, 2016                 

/s/ Eric J. Harrington                         

 

Eric J. Harrington, Treasurer

 

and Chief Financial Officer    

 

 

 

 

 

 

 

 

 

 

 

 

 

22