Edgar Filing: HMG COURTLAND PROPERTIES INC

hmg10q.htm

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 June 30, 2009

[ ] 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 1-7865

HMG/COURTLAND PROPERTIES, INC.

(Exact name of small business issuer as specified in its charter)

Delaware	59-1914299
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1870 S. Bayshore Drive, Coconut Grove, Florida	33133
(Address of principal executive offices)	(Zip Code)

305-854-6803

(Registrant's telephone number, including area code)

Not Applicable

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

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Sections 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,021,383 Common shares were outstanding as of July 31, 2009.

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 definitions 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]

HMG/COURTLAND PROPERTIES, INC.

Index

		PAGE
		NUMBER
PART I.	Financial Information

	Item 1. Financial Statements

	Condensed Consolidated Balance Sheets as of
	June 30, 2009 (Unaudited) and December 31, 2008	1

	Condensed Consolidated Statements of Comprehensive Income for the
	Three and Six Months Ended June 30, 2009 and 2008 (Unaudited)	2

	Condensed Consolidated Statements of Cash Flows for the
	Three and Six Months Ended June 30, 2009 and 2008 (Unaudited)	3

	Notes to Condensed Consolidated Financial Statements (Unaudited)	4

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3. Quantitative and Qualitative Disclosures About Market Risks	19
	Item 4. Controls and Procedures	19

PART II.	Other Information

	Item 1. Legal Proceedings	20
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
	Item 3. Defaults Upon Senior Securities	20
	Item 4. Submission of Matters to a Vote of Security Holders	20
	Item 5. Other Information	20
	Item 6. Exhibits	20
Signatures		21

Cautionary Statement. This Form 10-Q contains certain statements relating to future results of the Company that are considered "forward-looking statements" within the meaning of the Private Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not limited to, changes in political and economic conditions; interest rate fluctuation; competitive pricing pressures within the Company's market; equity and fixed income market fluctuation; technological change; changes in law; changes in fiscal, monetary, regulatory and tax policies; monetary fluctuations as well as other risks and uncertainties detailed elsewhere in this Form 10-Q or from time-to-time in the filings of the Company with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.



HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS	June 30,			December 31,
	2009			2008
ASSETS	(UNAUDITED)
Investment properties, net of accumulated depreciation:
Commercial properties	$	7,703,985		$	7,961,765
Commercial properties- construction in progress		48,336			-
Hotel, club and spa facility		4,090,548			4,338,826
Marina properties		2,446,992			2,566,063
Land held for development		27,689			27,689
Total investment properties, net		14,317,550			14,894,343

Cash and cash equivalents		2,919,081			3,369,577
Cash and cash equivalents-restricted		2,393,011			2,390,430
Investments in marketable securities		4,089,829			3,295,391
Other investments		3,549,804			3,733,101
Investment in affiliate		2,980,281			2,947,758
Loans, notes and other receivables		786,540			621,630
Notes and advances due from related parties		582,362			587,683
Deferred taxes		248,000			366,000
Goodwill		7,728,627			7,728,627
Other assets		806,237			888,535
TOTAL ASSETS	$	40,401,322		$	40,823,075

LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and notes payable	$	18,935,242		$	19,297,560
Accounts payable and accrued expenses		1,445,932			1,577,115
Interest rate swap contract payable		1,283,000			2,156,000
Total Liabilities		21,664,174			23,030,675

Preferred stock, $1 par value; 2,000,000 shares
authorized; none issued		-			-
Excess common stock, $1 par value; 500,000 shares authorized;
none issued		-			-
Common stock, $1 par value; 1,500,000 shares authorized;
1,317,535 shares issued as of June 30, 2009 and
December 31, 2008		1,317,535			1,317,535
Additional paid-in capital		26,585,595			26,585,595
Less: Treasury stock, at cost (296,152 and 294,952 shares as of
June 30, 2009 and December 31, 2008, respectively)		(2,574,715	)		(2,570,635	)
Undistributed gains from sales of properties, net of losses		41,572,120			41,572,120
Undistributed losses from operations		(52,029,753	)		(52,023,776	)
Accumulated other comprehensive loss		(641,500	)		(1,078,000	)
Total stockholders’ equity		14,229,282			13,802,839
Noncontrolling interests		4,507,866			3,989,561
Total Equity		18,737,148			17,792,400
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	40,401,322		$	40,823,075

See notes to the condensed consolidated financial statements

(1)

HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
	Three Months Ended June 30,						Six Months Ended June 30,
REVENUES	2009			2008			2009			2008
Real estate rentals and related revenue	$	444,335		$	404,143		$	891,744		$	805,880
Food & beverage sales		1,739,911			1,940,429			3,623,927			3,855,815
Marina revenues		409,626			427,371			850,194			880,013
Spa revenues		101,246			200,858			240,183			424,072
Total revenues		2,695,118			2,972,801			5,606,048			5,965,780
EXPENSES
Operating expenses:

Rental and other properties		186,481			136,458			384,161			269,576
Food and beverage cost of sales		432,170			506,716			907,193			1,020,362
Food and beverage labor and related costs		382,058			396,866			790,538			807,091
Food and beverage other operating costs		585,772			592,227			1,153,190			1,129,700
Marina expenses		241,890			253,426			492,983			489,684
Spa expenses		143,908			188,016			277,317			367,963
Depreciation and amortization		341,452			339,253			682,184			674,148
Adviser's base fee		255,000			255,000			510,000			510,000
General and administrative		53,349			82,522			132,040			161,227
Professional fees and expenses		69,132			66,600			119,384			129,145
Directors' fees and expenses		23,353			24,279			49,255			53,029
Total operating expenses		2,714,565			2,841,363			5,498,245			5,611,925

Interest expense		281,640			333,676			561,957			689,104
Total expenses		2,996,205			3,175,039			6,060,202			6,301,029

Loss before other income and income taxes		(301,087	)		(202,238	)		(454,154	)		(335,249	)

Net realized and unrealized gain (losses)from investments in marketable securities		579,730			(26,776	)		419,300			(214,650	)
Net income from other investments		29,430			126,238			48,142			158,031
Interest, dividend and other income		94,917			247,661			180,539			336,592
Total other income		704,077			347,123			647,981			279,973

Income (loss) before income taxes		402,990			144,885			193,827			(55,276	)

Provision for income taxes		153,000			83,000			118,000			42,000
Net income (loss)		249,990			61,885			75,827			(97,276	)

Less: Net income attributable to noncontrolling interests		(9,564	)		(74,582	)		(81,804	)		(170,042	)
Net income (loss) attributable to the Company		240,426			(12,697	)		(5,977	)		(267,318	)
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate swap agreement	$	332,500		$	(15,000	)	$	436,500		$	(277,500	)
Total other comprehensive income (loss)		332,500			(15,000	)		436,500			(277,500	)

Comprehensive income (loss)	$	572,926		$	(27,697	)	$	430,523		$	(544,818	)

Net Income (loss) Per Common Share:
Basic and diluted	$	.24		$	(.01	)	$	(.01	)	$	(.26	)
Weighted average common shares outstanding-basic and diluted		1,021,408			1,023,955			1,021,408			1,023,955

See notes to the condensed consolidated financial statements

(2)

HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six months ended June 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to the Company	$	(5,977	)	$	(267,318	)
Adjustments to reconcile net loss attributable to the Company to net cash provided by operating activities:
Depreciation and amortization		682,184			674,148
Net income from other investments		(48,142	)		(158,031	)
Net (gain) loss from investments in marketable securities		(419,300	)		214,650
Net income attributable to noncontrolling interests		81,804			170,042
Deferred income tax benefit		118,000			42,000
Changes in assets and liabilities:
Increase in Other assets and other receivables		45,312			26,392
(Decrease) increase in Accounts payable, accrued expenses and other liabilities		(131,183	)		372,387
Total adjustments		328,675			1,341,588
Net cash provided by operating activities		322,698			1,074,270

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and improvements of properties		(89,313	)		(476,162	)
Decrease (increase) in notes and advances from related parties		5,321			(7,096	)
Increase in mortgage loans and notes receivables		(150,000	)		(100,000	)
Collections of mortgage loans and notes receivables		6,000			507,025
Distributions from other investments		314,727			252,235
Contributions to other investments		(115,812	)		(485,298	)
Net proceeds from sales and redemptions of securities		936,399			2,263,907
Increase in investments in marketable securities		(1,311,537	)		(1,116,636	)
Net cash (used in) provided by investing activities		(404,215	)		837,975

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of mortgages and notes payables		(362,318	)		(336,655	)
Deposits to restricted cash		(2,581	)		(2,004,834	)
Contributions from noncontrolling interests		0			1,000,000
Purchase of treasury stock		(4,080	)		-
Net cash used in financing activities		(368,979	)		(1,341,489	)

Net (decrease) increase in cash and cash equivalents		(450,496	)		570,756

Cash and cash equivalents at beginning of the period		3,369,577			2,599,734

Cash and cash equivalents at end of the period	$	2,919,081		$	3,170,490

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	562,000		$	689,000
Cash paid during the period for income taxes	$	0		$	0
See notes to the condensed consolidated financial statements

(3)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company's Annual Report for the year ended December 31, 2008. The balance sheet as of December 31, 2008 was derived from audited financial statements as of that date. The results of operations for the three and six months ended June 30, 2009 are not necessarily indicative of the results to be expected for the full year.

The condensed consolidated financial statements include the accounts of HMG/Courtland Properties, Inc. (the "Company") and entities in which the Company owns a majority voting interest or controlling financial interest. All material transactions and balances with consolidated and unconsolidated entities have been eliminated in consolidation or as required under the equity method.

2. RECENT ACCOUNTING PRONOUNCEMENT

Recently Adopted Accounting Standards

In January 2009, the Company adopted Financial Accounting Standards Board (“FASB”) Statement No. 141R, Business Combinations (“FAS 141R”), Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (“FAS 160”), Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), Emerging Issues Task Force (“EITF”) Issue No. 07-1 (“EITF 07-1”), Accounting for Collaborative Arrangements, EITF Issue No. 08-6, Equity Method Investment Accounting Considerations (“EITF 08-6”), EITF Issue No. 08-7, Accounting for Defensive Intangible Assets (“EITF 08-7”) and FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”).

FAS 141R expands the scope of acquisition accounting to all transactions under which control of a business is obtained. This standard requires an acquirer to recognize the assets acquired and liabilities assumed at the acquisition date fair values with limited exceptions. Additionally, FAS 141R requires that contingent consideration as well as contingent assets and liabilities be recorded at fair value on the acquisition date, that acquired in-process research and development be capitalized and recorded as intangible assets at the acquisition date, and also requires transaction costs and costs to restructure the acquired company be expensed. Transactions are now being accounted for under this standard. On April 1, 2009, the FASB issued Staff Position FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which is effective January 1, 2009, and amends the guidance in FAS 141R to require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can reasonably be estimated. If the acquisition date fair value of an asset acquired or liability assumed that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with FASB Statement No. 5, Accounting for Contingencies (“FAS 5”), and FASB Interpretation No. 14, Reasonable Estimation of the Amount of a Loss. If the fair value is not determinable and the FAS 5 criteria are not met, no asset or liability would be recognized.

FAS 160 provides guidance for the accounting, reporting and disclosure of noncontrolling interests and requires, among other things, those noncontrolling interests be recorded as equity in the consolidated financial statements. The adoption of this standard resulted in the reclassification of Minority Interests (now referred to as noncontrolling interests) to a separate component of Stockholders’ Equity on the Consolidated Balance Sheet. Additionally, net income attributable to noncontrolling interests is now shown separately from parent net income in the Consolidated Statement of Comprehensive Income. Prior periods have been restated to reflect the presentation and disclosure requirements of FAS 160.

(4)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(Unaudited)

EITF 07-1 defines collaborative arrangements and establishes reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. The effect of adoption of EITF 07-1 was not material to the Company’s consolidated financial position or results of operations.

FAS 161 requires enhanced disclosures about derivative instruments and hedging activities to allow for a better understanding of their effects on an entity’s financial position, financial performance, and cash flows. Among other things, FAS 161 requires disclosure of the fair values of derivative instruments and associated gains and losses in a tabular format (see Note 6). Since FAS 161 requires only additional disclosures about the Company’s derivatives and hedging activities, the adoption of FAS 161 did not affect the Company’s financial position or results of operations.

FSP EITF 03-6-1 clarifies that share-based payment awards that entitle holders to receive no forfeitable dividends before they vest will be considered participating securities and included in the earnings per share calculation pursuant to the two class method. The effect of adoption of FSP EITF 03-6-1 was not material to the Company’s results of operations.

EITF 08-6, which is effective January 1, 2009, clarifies the accounting for certain transactions and impairment considerations involving equity method investments and is applied on a prospective basis to future transactions.

EITF 08-7, which is effective January 1, 2009, clarifies that a defensive intangible asset (an intangible asset that the entity does not intend to actively use, but intends to hold to prevent others from obtaining access to the asset) should be accounted for as a separate unit of accounting and should be assigned a useful life that reflects the entity’s consumption of the expected benefits related to the asset. EITF 08-7 is applied on a prospective basis to future transactions.

In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4), and FSP FASB 107-1 and Accounting Principles Board (APB) 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP 107-1). These two staff positions relate to fair value measurements and related disclosures. The FASB also issued a third FSP relating to the accounting for impaired debt securities titled FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP 115-2). These standards are effective for interim and annual periods ending after June 15, 2009. The adoption of this standard did not affect the Company’s financial position or results of operations.

In May 2009, the FASB issued Statement No. 165, “Subsequent Events” (“SFAS 165”), which establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted the provisions of SFAS 165 for the quarter ended June 30, 2009.

The Company evaluated subsequent events through the time of filing this Quarterly Report on Form 10-Q on August 13, 2009. We are not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our Condensed Consolidated Financial Statements.

(5)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(Unaudited)

Recently Issued Accounting Standards

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140 (SFAS 166). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010 and is evaluating the impact it will have on the consolidated results of the Company.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010 and is evaluating the impact it will have on the consolidated results of the Company.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (SFAS 168). SFAS 168 replaces FASB Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes the FASB Accounting Standards Codification TM (the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its quarterly report on Form 10-Q for the quarter ending September 30, 2009. This will not have an impact on the consolidated results of the Company.

(6)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(Unaudited)

3. RESULTS OF OPERATIONS FOR MONTY’S RESTAURANT, MARINA AND OFFICE/RETAIL PROPERTY, COCONUT GROVE, FLORIDA

The Company, through two 50%-owned entities, Bayshore Landing, LLC (“Landing”) and Bayshore Rawbar, LLC (“Rawbar”), (collectively, “Bayshore”) owns a restaurant, office/retail and marina property located in Coconut Grove (Miami), Florida known as Monty’s (the “Monty’s Property”).

Summarized combined statement of income for Landing and Rawbar for the three and six months ended June 30, 2009 and 2008 is presented below (Note: the Company’s ownership percentage in these operations is 50%):

Summarized Combined statements of income Bayshore Landing, LLC and Bayshore Rawbar, LLC	For the three months ended June 30, 2009		For the three months ended June 30, 2008		For the six months ended June 30, 2009		For the six months ended June 30, 2008

Revenues:
Food and Beverage Sales	$	1,740,000	$	1,941,000	$	3,624,000	$	3,856,000
Marina dockage and related		285,000		307,000		595,000		639,000
Retail/mall rental and related		135,000		104,000		270,000		206,000
Total Revenues		2,160,000		2,352,000		4,489,000		4,701,000

Expenses:
Cost of food and beverage sold		432,000		506,000		907,000		1,020,000
Labor and related costs		330,000		341,000		685,000		696,000
Entertainers		52,000		56,000		105,000		111,000
Other food and beverage related costs		185,000		172,000		339,000		305,000
Other operating costs		66,000		46,000		133,000		128,000
Repairs and maintenance		99,000		112,000		221,000		202,000
Insurance		150,000		152,000		300,000		306,000
Management fees		60,000		76,000		123,000		137,000
Utilities		73,000		78,000		137,000		148,000
Ground rent		221,000		206,000		442,000		410,000
Interest		223,000		236,000		447,000		472,000
Depreciation		194,000		192,000		387,000		380,000
Total Expenses		2,085,000		2,173,000		4,226,000		4,315,000

Net Income before noncontrolling interest	$	75,000	$	179,000	$	263,000	$	386,000

(7)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(Unaudited)

4. INVESTMENTS IN MARKETABLE SECURITIES

Investments in marketable securities consist primarily of large capital corporate equity and debt securities in varying industries or issued by government agencies with readily determinable fair values. These securities are stated at market value, as determined by the most recent traded price of each security at the balance sheet date. Consistent with the Company's overall current investment objectives and activities its entire marketable securities portfolio is classified as trading.

Net realized and unrealized gain (loss) from investments in marketable securities for the three and six months ended June 30, 2009 and 2008 is summarized below:

	Three months ended June 30,					Six months ended June 30,
Description	2009		2008			2009			2008
Net realized (loss) gain from sales of securities	$	57,000	$	(63,000	)	$	(3,000	)	$	(94,000	)
Unrealized net gain (loss) in trading securities		523,000		36,000			422,000			(121,000	)
Total net (loss) gain from investments in marketable securities	$	580,000	$	(27,000	)	$	419,000		$	(215,000	)

For the three and six months ended June 30, 2009 net unrealized gain from in trading securities was $523,000 and $422,000, respectively. This is compared to a net unrealized gain of $36,000 and a net unrealized loss of $121,000 for the three and six months ended June 30, 2009, respectively. The large increase in unrealized gains in 2009 is in line with the overall recovery in the US stock markets since lows were reached in March 2009, and also a result of the Company’s increased investments in corporate bonds which have performed well during the second quarter of 2009.

For the three months ended June 30, 2009 net realized gain from sales of marketable securities of approximately $57,000 consisted of approximately $64,000 of gross gains net of $7,000 of gross losses. For the six months ended June 30, 2009 net realized loss from sales of marketable securities of approximately $3,000 consisted of approximately $103,000 of gross losses net of $100,000 of gross gains.

For the three and six months ended June 30, 2008 net realized losses from sales of marketable securities of approximately $63,000 and $94,000, respectively, consisted of approximately $154,000 of gross losses net of $91,000 of gross gains for the three month period and $262,000 of gross losses net of $168,000 of gross gains for the six month period.

Investment gains and losses on marketable securities may fluctuate significantly from period to period in the future and could have a significant impact on the Company's net earnings. However, the amount of investment gains or losses on marketable securities for any given period has no predictive value and variations in amount from period to period have no practical analytical value.

5. OTHER INVESTMENTS

As of June 30, 2009, the Company’s portfolio of other investments had an aggregate carrying value of approximately $3.6 million. The Company has committed to fund an additional $1.0 million as required by agreements with the investees. The carrying value of these investments is equal to contributions less distributions and loss valuation adjustments. During the six months ended June 30, 2009 the Company contributed approximately $116,000 toward these commitments and received cash distributions from these investments of $315,000 primarily from the liquidation of one stock fund.

(8)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(Unaudited)

Net gain from other investments for the three and six months ended June 30, 2009 and 2008 is summarized below:

	Three months ended June 30,				Six months ended June 30,
Description	2009		2008		2009		2008
Technology-related venture fund	$	--	$	22,000	$	--	$	22,000
Partnership owning diversified businesses & distressed debt		12,000		--		16,000		7,000
Income from investment in 49% owned affiliate (T.G.I.F. Texas, Inc.)		17,000		10,000		32,000		35,000
Others, net		--		94,000		--		94,000
Total net gain from other investments	$	29,000	$	126,000	$	48,000	$	158,000

During the six months ended June 30, 2009 cash distributions of $287,000 were received from the redemption of a stock fund. This distribution was recorded as a reduction in the carrying value of the investment. There was no other significant activity relating to the Company’s other investments during the six months ended June 30, 2009.

During the six months ended June 30, 2008, the Company received approximately $149,000 of cash proceeds from the redemption of a private equity fund resulting in a gain to the Company of $94,000.

In accordance with FASB Staff Position (FSP) FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, which amends the recognition guidance for other-than-temporary impairments (OTTI) of debt securities and expands the financial statement disclosure for OTTI on debt and equity securities (this FSP only applies to the Company’s other investments, not its investment in marketable equity and debt securities for which mark to market adjustments are already recorded in the Company’s income statement ), the following tables present gross unrealized losses and fair values for those investments that were in an unrealized loss position as of December 31, 2008 and June 30, 2009, aggregated by investment category and the length of time that investments have been in a continuous loss position:

	As of December 31, 2008
	Less than 12 Months							Greater than 12 Months							Total
Investment Description	Fair Value			Unrealized Loss				Fair Value			Unrealized Loss				Fair Value		Unrealized Loss
Partnerships owning investments in technology related industries		$	109,000		$	(51,000	)		$	275,000		$	(86,000	)	$	384,000	$	(137,000	)
Partnerships owning diversified businesses			112,000			(4,000	)			366,000			(147,000	)		478,000		(151,000	)

Total		$	221,000		$	(55,000	)		$	641,000		$	(233,000	)	$	862,000	$	(288,000	)

	As of June 30, 2009
	Less than 12 Months					Greater than 12 Months					Total
Investment Description	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
		(unaudited)										(unaudited)
Partnerships owning investments in technology related industries	$	129,000	$	(57,000	)	$	292,000	$	(98,000	)	$	421,000	$	(155,000	)
Partnerships owning diversified businesses		345,000		(190,000	)		523,000		(187,000	)		868,000		(377,000	)
Partnerships owning real estate and related investments		351,000		(88,000	)		0		0			351,000		(88,000	)

Total	$	825,000	$	(335,000	)	$	815,000	$	(285,000	)	$	1,640,000	$	(620,000	)

(9)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(Unaudited)

As of June 30, 2009 the Company’s other investments consists of 24 individual investments in limited partnerships with varying investment objectives and focus. Management has categorized these investments by investment focus (technology & communications, diversified businesses and real estate and related). As of June 30, 2009 and December 31, 2008, there were a total of seven and four investments, respectively, out of the 24, that were considered temporarily impaired. Of those seven and four investments, five and four, respectively have been impaired for greater than twelve months. The majority of the Company’s other investments have not suffered any impairment.

Unrealized losses on the Company’s other investments generally occur as a result of valuation adjustments recorded by the managing partners of these partnerships and are based on estimated changes to the value of the underlying portfolio companies. Weaker financial performance, coupled with the impact of new fair value accounting rules have resulted in declines in the carry values of many portfolio companies. These new accounting rules established a framework for measuring the fair value of illiquid investments, such as private equity investments. In order to determine the fair value of their portfolio investments, private equity managers review a number of factors, including a portfolio company’s most recent financial results, relevant valuation metrics and financial performance of comparable public and private companies; and other company and market specific characteristics. As a result, certain portfolio company valuations, which are based in large part on the valuation metrics of comparable public companies, have been negatively impacted. Nevertheless, fair value markdowns for unrealized portfolio companies do not necessarily represent a permanent loss of value, just as mark ups do not always lead to realized gains.

When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s amortized cost basis. During the three and six month periods ended June 30, 2009, the Company did not recognize any material impairment charges on its other investments. As of June 30, 2009, the Company does not consider any of its investments to be other-than-temporarily impaired.

(10)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(Unaudited)

6. INTEREST RATE SWAP CONTRACT

The Company is exposed to interest rate risk through its borrowing activities. In order to minimize the effect of changes in interest rates, the Company has entered into an interest rate swap contract under which the Company agrees to pay an amount equal to a specified rate of 7.57% times a notional principal approximating the outstanding loan balance, and to receive in return an amount equal to 2.45% plus the one-month LIBOR Rate times the same notional amount. The Company designated this interest rate swap contract as a cash flow hedge. As of June 30, 2009 and December 31, 2008 the fair value (net of 50% minority interest) of the cash flow hedge was a loss of approximately $642,000 and $1,078,000, respectively, which has been recorded as other comprehensive income (loss) and will be reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

The following tables present the required disclosures in accordance with SFAS 161:

Fair Values of Derivative Instruments:	Liability Derivative
	June 30, 2009			December 31, 2008
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments under Statement 133:
Interest rate swap contract	Liabilities	$	1,283,000	Liabilities	$	2,156,000
Total derivatives designated as hedging instruments under Statement 133		$	1,283,000		$	2,156,000

The Effect of Derivative Instruments on the Statements of Comprehensive Income

for the Three and Six Months Ended June 30, 2009 and 2008:

Derivatives in Statement 133 Cash Flow Hedging Relationships		Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)
		For the three Months ended June 30, 2009		For the three Months ended June 30, 2008			For the six Months ended June 30, 2009		For the six Months ended June 30, 2008
Interest rate swap contracts	$	332,500	$	(15,000	)	$	436,500	$	(277,500	)
Total	$	332,500	$	(15,000	)	$	436,500	$	(277,500	)

(11)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(Unaudited)

7. FAIR VALUE INSTRUMENTS

In accordance with SFAS 157, the Company measures cash equivalents, marketable securities, other investments and interest rate swap contract at fair value. Our cash equivalents, marketable securities and interest rate swap contract are classified within Level 1 or Level 2. This is because our cash equivalents, marketable securities and interest rate swap are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Our other investments are classified within Level 3 because they are valued using valuation models which use some inputs that are unobservable and supported by little or no market activity and are significant.

Assets and liabilities measured at fair value on a recurring basis are summarized below:


			Fair value measurement at reporting date using
Description	June 30, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash equivalents:
Time deposits	$	128,000		—	$	128,000		—
Money market mutual funds		1,369,000		1,369,000		—		—
Cash equivalents – restricted
Money market mutual funds		2,393,000		2,393,000		—		—
Marketable securities:
Corporate debt securities		1,825,000		—		1,825,000		—
Marketable equity securities		2,265,000		2,265,000		—		—

Total assets	$	7,980,000	$	6,027,000	$	1,953,000	$	—

Liabilities
Interest rate swap contract	$	1,283,000	$	—	$	1,283,000	$	—

Total liabilities	$	1,283,000	$	—	$	1,283,000	$	—

Assets measured at fair value on a nonrecurring basis are summarized below:


Description	June 30, 2009			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Investment in various technology related partnerships		$	303,000		$	—		$	—		$	303,000

No other than temporary impairments were recognized for the six months ended June 30, 2009.

(12)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(Unaudited)

8. SEGMENT INFORMATION

The Company has three reportable segments: Real estate rentals; Food and Beverage sales; and Other investments and related income. The Real estate and rentals segment primarily includes the leasing of its Grove Isle property, marina dock rentals at both Monty’s and Grove Isle marinas, and the leasing of office and retail space at its Monty’s property. The Food and Beverage sales segment consists of the Monty’s restaurant operation. Lastly, the Other investment and related income segment includes all of the Company’s other investments, marketable securities, loans, notes and other receivables and the Grove Isle spa operations which individually do not meet the criteria as a reportable segment.

	Three months ended					Six months ended
	June 30,					June 30,
	2009		2008			2009			2008
Net Revenues:
Real estate and marina rentals	$	854,000	$	832,000		$	1,741,000		$	1,686,000
Food and beverage sales		1,739,000		1,940,000			3,624,000			3,856,000
Spa revenues		102,000		201,000			241,000			424,000
Total Net Revenues	$	2,695,000	$	2,973,000		$	5,606,000		$	5,966,000

Income (loss) before income taxes:
Real estate and marina rentals	$	64,000	$	110,000		$	177,000		$	247,000
Food and beverage sales		63,000		88,000			150,000			182,000
Other investments and related income		266,000		(128,000	)		(215,000	)		(654,000	)
Total net income (loss) before income taxes attributable to the Company	$	393,000	$	70,000		$	112,000		$	(225,000	)

(13)

HMG/COURTLAND PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(Unaudited)

9. INCOME TAXES

We adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”), on January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement 109, “Accounting for Income Taxes”, and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our consolidated financial statements. Our evaluation was performed for the tax years ended December 31, 2005, 2006, 2007 and 2008, the tax years which remain subject to examination by major tax jurisdictions as of June 30, 2009.

We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. In the event we have received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as selling, general and administrative expense.

(14)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

The Company reported net income attributable to the Company of approximately $240,000 ($.24 per share) for the three months ended June 30, 2009 and a net loss of approximately $6,000 (less than $.01 per share) for the six months ended June 30, 2009. This is as compared with a net loss of approximately $13,000 ($.01 per share) and $267,000 ($.26 per share) for the three and six months ended June 30, 2008, respectively.

As discussed further below, total revenues for the three and six months ended June 30, 2009 as compared with the same periods in 2008, decreased by approximately $278,000 (9%) and $360,000 (6%), respectively. Total expenses for the three and six months ended June 30, 2009, as compared with the same periods in 2008, decreased by approximately $179,000 (6%) and $241,000 (4%), respectively.

REVENUES

Rentals and related revenues for the three and six months ended June 30, 2009 as compared with the same periods in 2008 increased by $40,000 (10%) and $86,000 (11%), respectively. This was due to increased rental revenue from the Monty’s retail space and increase rent from Grove Isle as a result of inflation adjustments to base rent.

Restaurant operations:

Summarized statements of income for the Company’s Monty’s restaurant for the three and six months ended June 30, 2009 and 2008 is presented below:

	For the three months		For the six months
	ended June 30,		ended June 30,
	2009	2008	2009	2008
Revenues:
Food and Beverage Sales	$1,740,000	$1,941,000	$3,624,000	$3,856,000

Expenses:
Cost of food and beverage sold	432,000	506,000	907,000	1,020,000
Labor and related costs	330,000	341,000	685,000	696,000
Entertainers	52,000	56,000	105,000	111,000
Other food and beverage direct costs	77,000	79,000	155,000	149,000
Other operating costs	108,000	93,000	184,000	156,000
Repairs and maintenance	59,000	56,000	125,000	98,000
Insurance	75,000	76,000	153,000	155,000
Management and accounting fees	22,000	22,000	57,000	57,000
Utilities	60,000	62,000	117,000	128,000
Rent (as allocated)	185,000	205,000	363,000	387,000
Total Expenses	1,400,000	1,496,000	2,851,000	2,957,000

Income before depreciation and noncontrolling interest	$340,000	$445,000	$773,000	$899,000

(15)

Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) The following table summarizes the amounts the table above as a percentage of sales:
All amounts as a percentage of sales	For the three months		For the six months
	ended June 30,		ended June 30,
	2009	2008	2009	2008
Revenues:
Food and Beverage Sales	100%	100%	100%	100%

Expenses:
Cost of food and beverage sold	25%	26%	25%	27%
Labor and related costs	19%	18%	19%	18%
Entertainers	3%	3%	3%	3%
Other food and beverage direct costs	4%	4%	4%	4%
Other operating costs	6%	5%	5%	4%
Repairs and maintenance	3%	3%	4%	3%
Insurance	4%	4%	4%	4%
Management fees	1%	1%	2%	1%
Utilities	4%	3%	3%	3%
Rent (as allocated)	11%	10%	10%	10%
Total Expenses	80%	77%	79%	77%
Income before depreciation and noncontrolling interest	20%	23%	21%	23%

Marina operations:

Summarized and combined statements of income for marina operations:

(The Company owns 50% of the Monty’s marina and 95% of the Grove Isle marina)

	For the three months				For the six months
	ended June 30,				ended June 30,
	2009		2008		2009		2008
Marina Revenues:
Monty's dockage fees and related income	$	285,000	$	307,000	$	595,000	$	639,000
Grove Isle marina slip owners dues and dockage fees		125,000		120,000		255,000		241,000
Total marina revenues		410,000		427,000		850,000		880,000

Marina Expenses:
Labor and related costs		67,000		64,000		128,000		120,000
Insurance		47,000		49,000		92,000		97,000
Management fees		19,000		19,000		38,000		39,000
Utilities, net of tenant reimbursement		5,000		2,000		5,000		(6,000	)
Rent and bay bottom lease expense		55,000		59,000		115,000		122,000
Repairs and maintenance		20,000		33,000		64,000		71,000
Other		29,000		27,000		51,000		47,000
Total marina expenses		242,000		253,000		493,000		490,000

Income before depreciation and noncontrolling interest	$	168,000	$	174,000	$	357,000	$	390,000

(16)

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

Monty’s dockage and related revenue for the three and six months ended June 30, 2009 as compared to the same periods in 2008 decreased by approximately $22,000 (7%) and $44,000 (7%) as the result of the general decline in marina and related activity experienced industry wide. Marina expenses for the three and six months ended June 30, 2009 as compared to the same periods in 2008 remained substantially unchanged

Spa operations:

Below are summarized statements of income for Grove Isle spa operations for the three and six months ended June 30, 2009 and 2008. The Company owns 50% of the Grove Isle Spa with the other 50% owned by an affiliate of Grand Heritage, the tenant of the Grove Isle Resort:

Summarized statements of income of spa operations	Three months ended June 30, 2009			Three months ended June 30, 2008		Six months ended June 30, 2009			Six months ended June 30, 2008
Revenues:
Services provided	$	77,000		$	188,000	$	202,000		$	397,000
Membership and other		24,000			13,000		38,000			27,000
Total spa revenues		101,000			201,000		240,000			424,000
Expenses:
Cost of sales (commissions and other)		34,000			54,000		66,000			116,000
Salaries, wages and related		46,000			59,000		94,000			121,000
Other operating expenses		50,000			54,000		88,000			88,000
Management and administrative fees		7,000			13,000		15,000			23,000
Other non-operating expenses		7,000			12,000		14,000			24,000
Total Expenses		144,000			192,000		277,000			372,000

Income (loss) before interest, depreciation and noncontrolling interest	$	(43,000	)	$	9,000	$	(37,000	)	$	52,000

Spa revenues for the three and six months ended June 30, 2009 as compared with the same periods in 2008 decreased by $100,000 (50%) and $184,000 (43%), respectively due to a general decline in hotel guests and demand for spa and other leisure services.

Net realized and unrealized loss from investments in marketable securities:

Net realized and unrealized gain (loss) from investments in marketable securities for the three and six months ended June 30, 2009 was approximately $580,000 and $419,000, respectively. Net realized and unrealized gain (loss) from investments in marketable securities for the three and six months ended June 30, 2008 was approximately ($27,000) and ($215,000), respectively. For further details refer to Note 4 to Condensed Consolidated Financial Statements (unaudited).

Net income from other investments:

Net income from other investments for the three and six months ended June 30, 2009 was approximately $29,000 and $48,000, respectively. Net income from other investments for the three and six months ended June 30, 2008 was approximately $126,000 and $158,000, respectively. For further details refer to Note 5 to Condensed Consolidated Financial Statements (unaudited).

(17)

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

Interest, dividend and other income

Interest, dividend and other income for the three and six months ended June 30, 2009 was approximately $95,000 and $181,000, respectively. Interest, dividend and other income for the three and six months ended June 30, 2008 was approximately $248,000 and $337,000, respectively. The decreases in 2009 were primarily due to the receipt of a $168,000 nonrecurring real estate leasing commission received in June 2008.

EXPENSES

Expenses for rental and other properties for the three and six months ended June 30, 2009 were $186,000 and $384,000, respectively. Expenses for rental and other properties for the three and six months ended June 30, 2008 were $136,000 and $269,000, respectively. The increase in 2009 is primarily due to increased repairs and maintenance at Grove Isle in connection with the change of tenants which occurred in November 2008, and increased rent expense at the Monty’s property.

For comparisons of all food and beverage related expenses refer to Restaurant Operations (above) summarized statement of income for Monty’s restaurant.

For comparisons of all marina related expenses refer to Marina Operations (above) for summarized and combined statements of income for marina operations.

For comparisons of all spa related expenses refer to Spa Operations (above) for summarized statements of income for spa operations.

Interest expense for the three and six months ended June 30, 2009 was $282,000 and $562,000, respectively. Interest expense for the three and six months ended June 30, 2008 was $334,000 and $689,000, respectively. The decrease in 2009 is due to lower interest rates.

EFFECT OF INFLATION:

Inflation affects the costs of operating and maintaining the Company's investments. In addition, rentals under certain leases are based in part on the lessee's sales and tend to increase with inflation, and certain leases provide for periodic adjustments according to changes in predetermined price indices.

LIQUIDITY, CAPITAL EXPENDITURE REQUIREMENTS AND CAPITAL RESOURCES

The Company's material commitments in 2009 primarily consist of maturities of debt obligations of approximately $4.2 million and commitments to fund private capital investments of approximately $1 million due upon demand. The funds necessary to meet these obligations are expected to be available from the proceeds of sales of properties or investments, refinancing, distributions from investments and available cash. The maturing debt obligations for 2009 primarily consists of the note payable to the Company’s 49% owned affiliate, T.G.I.F. Texas, Inc. (“TGIF”) of approximately $3.7 million which is due on demand. The obligation due to TGIF will be paid with funds available from distributions from the Company’s investment in TGIF and from available cash.

(18)

Management's Discussion and Analysis of Financial

Condition and Results of Operations (continued)

MATERIAL COMPONENTS OF CASH FLOWS

For the six months ended June 30, 2009, net cash provided by operating activities was approximately $323,000. This was primarily from the Company’s rental operations cash flow.

For the six months ended June 30, 2009, net cash used in investing activities was approximately $404,000. This consisted primarily of purchases of marketable securities of $1.3 million, additions to loans receivable of $150,000, contributions to other investments of $116,000 and improvements of properties and purchases of fixed assets of $89,000. These uses were partially offset by $936,000 in net proceeds from sales of marketable securities and distributions from other investment of $315,000.

For the six months ended June 30, 2009, net cash used in financing activities was approximately $369,000 consisting of repayments of mortgage notes payable.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4. Controls and Procedures

(a)	Evaluation of Disclosure Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q have concluded that, based on such evaluation, our disclosure controls and procedures were effective and designed to ensure that material information relating to us and our consolidated subsidiaries, which we are required to disclose in the reports we file or submit under the Securities Exchange Act of 1934, was made known to them by others within those entities and reported within the time periods specified in the SEC's rules and forms.

(b)	Changes in Internal Control Over Financial Reporting.

There were no changes in the Company's internal controls over financial reporting identified in connection with the evaluation of such internal control over financial reporting that occurred during our last fiscal quarter which have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

(19)

PART II. OTHER INFORMATION

Item 1. Legal Proceedings: None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds:

(c)	The following table presents information regarding the shares of our common stock we purchased during each of the six calendar months ended June 30, 2009.

Period	Total Number of Shares Purchased			Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plan (1)			Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan (1)
January 1 – 31 2009		1,200		$	3.40			4,080		$	291,115
February 1 – 28 2009		-		$	-			-		$	291,115
March 1 – 31 2009		-		$	-			-		$	291,115
April 1 – 30 2009		-		$	-			-		$	291,115
May 1 – 31 2009		-		$	-			-		$	291,115
June 1 – 30 2009			-	$		-			-	$	291,115

We have one program, which was announced in November 2008 after approval by our Board of Directors, to purchase up to $300,000 of outstanding shares of our common stock from time to time in the open market at prevailing market prices or in privately negotiated transactions. All of the shares we purchased during these periods were purchased on the open market pursuant to this program. The repurchased shares of common stock will be held in treasury and used for general corporate purposes. This program has no expiration date.

Item 3. Defaults Upon Senior Securities: None.

Item 4. Submission of Matters to a Vote of Security Holders: None

Item 5. Other Information: None

Item 6. Exhibits:

(a) Certifications pursuant to 18 USC Section 1350-Sarbanes-Oxley Act of 2002. Filed herewith.

(20)

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.

	HMG/COURTLAND PROPERTIES, INC.



Dated: August 13, 2009	/s/ Lawrence Rothstein
	President, Treasurer and Secretary
	Principal Financial Officer




Dated: August 13, 2009	/s/Carlos Camarotti
	Vice President- Finance and Controller
	Principal Accounting Officer

(21)