See notes to the condensed consolidated financial statements

See notes to the condensed consolidated financial statements

See notes to the condensed consolidated financial statements

HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 consolidated 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, 2019.2020. The balance sheet as of December 31, 20192020 was derived from audited consolidated financial statements as of that date. The results of operations for the three and six months ended June 30, 2020March 31, 2021 are not necessarily indicative of the results to be expected for future periods or the full year.

The condensed consolidated financial statements include the accounts of HMG/Courtland Properties, Inc. (the "Company" or “HMG”) 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.

Management continues monitoring and managing operations in order to timely react to potential impacts of the ongoing COVID-19 pandemic on our business, financial condition, liquidity, results of operations and prospects. The ultimate extent of any impact of the pandemic we may experience is highly uncertain and cannot be predicted with confidence.

During the quarter ended June 30, 2020,March 31, 2021, the value of our portfolio in marketable securities improved substantially (over 50%) fromremained valued at approximately the first quartersame value as of December 31, 2020. This is in line with the substantial recovery of all major U.S. stock indices during the current quarter. We have made no substantial changes to our outlook regarding our marketable securities holdings from the first quarter. Our other investments with a carrying value of $5.27 millionprior year end. We experienced no further valuation impairments of $265,000in our other investments during the current quarter (refer to Note 6).quarter. We will continue monitoring these investments to determine if any further valuation adjustments are necessary. Our construction project in Fort Myers, Florida remains on schedulewas completed in March 2021 and is projected for completion by the first quarter of 2021.approximately 33% leased.

The Company has not participated in any financial assistance provided under the CARES Act and is not expected to require any such assistance. Our liquidity remains strong and able to support continuing operations, fund commitments in other investments and meet all other liabilities as they become due in the foreseeable future. We continue to seek and explore development opportunities primarily in the multi-family segment, together with qualified partners in various markets.

There are several new accounting pronouncements issued or proposed by the Financial Accounting Standards Board (“FASB”).FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position, operating results, or cash flow.

As previously reported on Form 8-K dated July 19, 2019, pursuantPursuant to the terms of a Construction and Mini Perm Loan Agreement ("Loan Agreement"), between Murano At Three Oaks Associates LLC, a Florida limited liability company formed in September 2018 (the “Borrower” or “Murano”) which is 25% owned by HMG, and PNC Bank, National Association ("Lender"), Lender provided a construction loan to the Borrower for the principal sum of approximately $41.59 million (“Loan”). The proceeds of the Loan shall bewere used to finance the construction of multi-family residential apartments containing 318 units totaling approximately 312,000 net rentable square feet on a 17.5-acre site located in Fort Myers, Florida ("Project"). The Project site was purchased by the Borrower concurrently with the closing of the Loan. Total development costs for the Project are estimated to come in at approximately $56.08$54.08 million, and theor approximately $2 million less than originally projected. The Borrower’s equity totals approximately $14.49 million. HMG’s share of the equity is 25%, or approximately $3.62 million. As of June 30, 2020,March 31, 2021, the outstanding balance on the Loan was approximately $13.66$36.59 million. The Project has been completed and a certificate of occupancy was obtained in March 2021. The Project is 69% completeapproximately 33% leased. For the three months ended March 31, 2021 Murano reported a net loss of $576,000 including $55,000 loss from operations (due to rent concessions which burned off by end of March 2021), depreciation and expected to be fully completed byamortization of $383,000 and $138,000 of interest expense. HMG’s portion of the first quarter of 2021.2021 loss was approximately $144,000.

HMG and the other members (or affiliates thereof) of the Borrower ("Guarantors") entered into a Completion Guaranty ("Completion Guaranty") and a Guaranty and Suretyship Agreement ("Repayment Guaranty") (collectively, the “Guaranties”). Under the Completion Guaranty, each Guarantor shall unconditionally guaranty, as a primary obligor, and become surety for the prompt payment and performance by Borrower of the “Guaranteed Obligations” (as defined). Under the Repayment Guaranty, Guarantor unconditionally guarantees, as a primary obligor, and becomes surety for the prompt payment and performance of, as defined (i) all Interest Obligations, (ii) all Loan Document Obligations, (iii) all Expense Obligations, (iv) the Carrying Cost Obligations, (v) the Principal Amount, (vi) interest on each of the foregoing including, if applicable, interest at the Default Rate (as defined). At all times prior to the First Reduction Date (as defined below), the Guarantors are collectively responsible for 30% of the Principal Obligations, (ii) at all times after the First Reduction Date, the Guarantors are collectively responsible for 15% of the Principal Obligations, and (iii) at all times after the Second Reduction Date, 0% of the Principal Obligations. First Reduction Conditions" meansDate occurs upon satisfaction of the following conditions: (i) no Event of Default has occurred and is continuing; (ii) Completion of Construction has occurred; and (iii) the Project has achieved a DSCR of not less than 1.25 to 1.00 for two (2) consecutive fiscal quarters.

Each Guarantor is required to maintain compliance with the following financial covenants, as defined: (1) liquidity shall not be less than $2.5 million. Liquidity is defined as the sum of unencumbered, unrestricted cash and cash equivalents and marketable securities, and (2) net worth shall not be less than $10 million. As of June 30, 2020,March 31, 2021, HMG was in compliance with all covenants required by Guarantors in the Loan Agreement.

The Company’s property located in Montpelier Vermont has completed the required environmental remediation as previously disclosed.  Groundwater monitoring is ongoing and will continue on a long term (annually or biannually) until levels of contaminants reach acceptable levels .  The costs of such monitoring are expected to be less than $4,000 per year. The owners agreed with a local developer on a fixed fee of $500,000 to remediate the property, of which a balance of approximately $61,000 is owed and payable upon the property receiving a Certificate of Completion (COC) from the State of Vermont Agency of Natural Resources (“ANR”).  The COC provides certain liability protections for environmental contamination at the property under Vermont’s Brownfields Reuse and Environmental Liability Limitation Act program (“BRELLA”). We are expecting to receive the COC sometime in the second quarter of 2021.

In August 2020, the existing owners of the property amended and restated the previously reported Pre-Development Agreement.  The Amended and Restated Pre-Development Agreement calls for the transfer of 50% of our interest in the property to the local developer which remediated the property and 10% to an unrelated real estate consultant which has assisted us in the process of remediating and developing the property.  The transfer of ownership will occur upon receipt of the COC and will result in the Company owning approximately 28% of the project thereafter.  Also, in August 2020, we entered into a lease agreement with an unrelated party which covers approximately 3.5 acres of land and existing improvements together with an expansion building of approximately 8,000 square feet. The term of the lease will commence on the earlier of: (a) 30 days after the date the project is substantially completed (as defined); or (b) the date that the tenant opens for business (the “Commencement Date”) and shall continue until the 10^th anniversary of the Commencement Date.  The lease provides the tenant the option to renew or extend the lease for two consecutive renewal terms of five years each.  Average gross annual rent over the ten-year initial term is approximately $229,000.  Under the terms of the lease the tenant is responsible for real estate taxes, insurance, and maintenance (except for capital repairs and replacements, as defined). The remainder of the property (approximately 2.5 acres) is subject to development limitations related to wetlands, the location of the Winooski River and institutional controls that have been or will be implemented to address contamination related to historical site operations.

On March 1, 2021 the project was completed, a certificate of occupancy was obtained, and the lease commenced upon tenant taking possession of the property. The total costs of renovation and construction is expected to be approximately $2.5 million (pending final accounting). The Company’s portion of the total costs (28% ownership) is approximately $695,000 of which $395,000 has been paid as of March 31, 2021 and $300,000 is accrued and not yet paid, including $164,000 accrued in this quarter. Loss from operations and estimated depreciation expense for the period ended March 31, 2021 was minimal.  

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. Accordingly, all unrealized gains (losses) on this portfolio are recorded in income. Included in investments in marketable securities is approximately $1.59$1.61 million and $1.86$1.66 million in primarily preferred stock of large capital real estate investment trusts (REITs) as of June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.

Net realized and unrealized gain (loss) from investments in marketable securities for the three and six months ended June 30,March 31, 2021 and 2020 and 2019 is summarized below:

For the three months ended June 30, 2020,March 31, 2021, net realized lossgains from sales of marketable securities wasof approximately $44,000 which$6,000 consisted of $69,000approximately $46,000 of gross gains net of $40,000 of gross losses. For the three months ended March 31, 2020, net realized losses from sales of marketable securities of approximately $27,000 consisted of approximately $39,000 of gross losses net of $25,000$12,000 of gross gains. For the six months ended June 30, 2020, net realized loss from sales of marketable securities was approximately $71,000 and consisted of approximately $108,000 of gross losses net of $37,000 of gross gains.

For the three months ended June 30, 2019,March 31, 2020, net realized gainunrealized loss from sales of marketable securities of approximately $843,000 was approximately $16,000 which consistedprimarily the result of $18,000the large decline in the overall U.S. stock market experienced as a result of gross gains and $2,000 of gross losses. Forbusiness closures from the six months ended June 30, 2019, net realized loss from sales ofon-going pandemic. Our marketable securities was approximately $11,000 and consisted of approximately $32,000 of gross losses net of $21,000 of gross gains.have substantially recovered in 2021.

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.

As of June 30, 2020,March 31, 2021, the Company’s portfolio of other investments had an aggregate carrying value of approximately $5.27$5.22 million and we have committed to fund approximately $689,000$1.11 million as required by agreements with the investees. The carrying value of these investments is equal to contributions less distributions and impairment valuation adjustments, if any.

During the sixthree months ended June 30, 2020,March 31, 2021, we made cash contributions to other investments of approximately $205,000.$316,000. This consisted of $100,000$200,000 as an addition to our existing investment in a private lendingmulti-family residential building located in Hollywood, Florida, $50,000 in a new co-investment in one of the existing portfolio companies of our diversified technology fund, and we committed a total of $500,000 (of which $40,000 was funded), in a new private equity fund which will invest in various technology innovators globally. We also funded approximately $105,000$26,000 in follow on commitments of existing investments.

During the sixthree months ended June 30, 2020,March 31, 2021, we received cash distributions from other investments of approximately $394,000.$81,000. This primarily consisted of small distributions from two existing investments. In April 2020, one investee in a technology related venture fund completed the sale of its investment in a leading multinational developer and provider of sustainable water and we received $126,000. In January 2020, a real estate and related investee sold its remaining rental apartment building located in Atlanta, Georgia and we received $121,000.

As previously reported, in the first quarter of 2019 the Company’s $300,000 investments in a private insurance company publicly registered all shares and began trading on the NASDAQ on March 29, 2019. Accordingly, this investment is included in marketable securities, and as of June 30, 2020, had an unrealized loss of approximately $175,000.

Net income from other investments for the three and six months ended June 30,March 31, 2021 and 2020, and 2019, is summarized below:

The following tables present gross unrealized losses and fair values for those investments that were in an unrealized loss position as of June 30, 2020March 31, 2021 and December 31, 2019,2020, aggregated by investment category and the length of time that investments have been in a continuous loss position:

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.

There were no OTTI adjustments for the three months ended March 31, 2021.

For the sixthree months ended June 30,March 31, 2020, in accordance with ASC Topic 320-10-65, Recognition and Presentation of Other-Than-Temporary Impairments (“OTTI”), we have recognized a total of $315,000$50,000 in an impairment valuation adjustments. In the second quarter of 2020, we recorded two OTTI adjustments. Oneadjustment for $90,000 which was an additional write down relating to the investment that has been in a continuous unrealized loss position for over 12 months. This investment is in a small business investment company licensed by the Small Business Administration in which we invested $300,000 in 2007. Distributions to date from this investment total $68,000. We wrote this investment down by $50,000 in the first quarter of 2020. The carrying value of this investment is $92,000$182,000 after the OTTI adjustments. The other OTTI adjustment in this quarter was for $175,000 for an investment in a $2 billion global fund which invests in oil exploration and production which we committed $500,000 in September 2015. To date we have funded substantially all of our commitment and have received $205,000 in distributions from this investment. The write down was based on net asset value reported by the sponsor and takes into consideration the current disruptions in the oil markets as a result of the economic fall out of the pandemic. The adjusted value in this investment as of June 30, 2020 is $142,000.

There were no OTTI adjustments for the six months ended June 30, 2019.adjustment.

In accordance with ASC Topic 820, the Company measures cash and cash equivalents, and marketable debt and equity securities at fair value on a recurring basis. Other investments are measured at fair value on a nonrecurring basis.

The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2020March 31, 2021 and December 31, 2019,2020, using quoted prices in active markets for identical assets (Level 1) and significant other observable inputs (Level 2). For the periods presented, there were no major assets measured at fair value on a recurring basis wherewhich uses significant unobservable inputs were used (Level 3):

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

Carrying amount is the estimated fair value for corporate debt securities and time deposits based on a market-based approach using observable (Level 2) inputs such as prices of similar assets in active markets.

The Company as a qualifying real estate investment trust (“REIT”) distributes its taxable ordinary income to stockholders in conformity with requirements of the Internal Revenue Code and is not required to report deferred items due to its ability to distribute all taxable income. In addition, net operating losses can be carried forward to reduce future taxable income but cannot be carried back.

The Company’s 95%-owned taxable REIT subsidiary, CII, files a separate income tax return and its operations are not included in the REIT’s income tax return.

Distributed capital gains on sales of real estate as they relate to REIT activities are not subject to taxes; however, undistributed capital gains may be subject to corporate tax.

On December 13, 2019 the Company declared a dividend of $0.50 per share (100% return of capital) which was payable on January 13, 2020 to all shareholders of record as of December 30, 2019. The dividend was 72% capital gain and 28% return of capital.

The Company accounts for income taxes in accordance with ASC Topic 740, “Accounting for Income Taxes.” ASC Topic 740 requires a Company to use the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred taxes only pertain to CII. As of June 30,March 31, 2021 and December 31, 2020, the Company has recorded a net deferred tax asset of $27,000, and as of December 31, 2019 recordedreported a net deferred tax liability of $77,000.$106,000, and $107,000, respectively. Deferred taxes are primarily a result of timing differences associated with the carrying value of the investment in affiliate (TGIF), other investments and investments in marketable securities. CII’s federal net operating loss (NOL) carryover to 2020 is estimated at $949,000 and has been fully reserved due to CII historically having tax losses.

The benefit from (provision for) income taxes in the condensed consolidated statements of income consists of the following:

The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with ASC Topic 740 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. This topic also provides guidance on de-recognition, 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 yearsyear ended December 31, 2019.2020. The Company’s federal income tax returns since 20162017 are subject to examination by the Internal Revenue Service, generally for a period of three years after the returns were filed.

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 condensed consolidated financial statements as selling, general and administrative expense.

During the sixthree months ended June 30,March 31, 2021 and 2020 and 2019, there were no options granted, expired or forfeited.

The following table summarizes information concerning outstanding and exercisable options as of June 30, 2020:March 31, 2021:

As of June 30, 2020,March 31, 2021, the stock options outstanding and exercisable had no intrinsic value.

RESULTS OF OPERATIONS

The Company reported net incomeloss of approximately $126,000 ($0.12$376,000 (or $0.37 per share) and $10,000 ($0.01$965,000 (or $0.95 per share) for the three months ended June 30,March 31, 2021 and 2020, and 2019, respectively. For the six months ended June 30, 2020 and 2019, the Company reported net loss of approximately $839,000 ($0.83 per share) and $2,000 ($0.00 per share), respectively.

REVENUES

Rentals and related revenues for the three and six months ended June 30,March 31, 2021 and 2020 were approximately $19,000$20,000 and $39,000,$19,000, respectively and primarily consists of rent from the Advisor to CII for its corporate office. For the three and six months ended June 30, 2019 rental and related revenues were $19,000 and $38,000, respectively.

Net realized and unrealized gains (losses)gain (loss) from investments in marketable securities:

Net realized loss from the sale of marketable securities for the three and six months ended June 30, 2020 was approximately $44,000 and $71,000, respectively. Net realized gain (loss) from the sale of marketable securities for the three and six months ended June 30, 2019 was approximately $16,000 and ($11,000), respectively. Unrealized net gain (loss) from investments in marketable securities for the three and six months ended June 30, 2020 was approximately $528,000 and ($315,000), respectively. This was primarily due to the substantial recovery in the overall U.S. stock market from lows in March 2020 as businesses began reopening in the second quarter. Unrealized netunrealized gain from investments in marketable securities for the three and six months ended June 30, 2019March 31, 2021 was approximately $44,000 and $252,000, respectively.$63,000. For the three months ended March 31, 2020, net unrealized loss from marketable securities of approximately $870,000 was primarily the result of the large decline in the overall U.S. stock market experienced as a result of business closures from the on-going pandemic. For further details, refer to Note 56 to the Condensed Consolidated Financial Statements (unaudited).

Equity loss from operations of residential real estate partnership:

Equity loss from operations of residential real estate partnership for the three months ended March 31, 2021 was approximately $144,000. For further details, refer to Note 4 to the Condensed Consolidated Financial Statements (unaudited).

Income from other investments:

Income from other investments for the three and six months ended June 30,March 31, 2021 and 2020 was approximately $58,000$43,000 and $172,000, respectively. Income from other investments for the three and six months ended June 30, 2019 was approximately $97,000 and $175,000,$114,000, respectively. For further details, refer to Note 67 to the Condensed Consolidated Financial Statements (unaudited).

Other than temporary impairment losses from other investments (“OTTI”):

For the six months ended June 30, 2020 OTTI valuation adjustment for the three months ended March 31, 2021 and 2020 was $315,000 related to two investments.zero and $50,000, respectively. This was the result of one investment written down in the first quarter of 2020. For further details, refer to Note 67 to the Condensed Consolidated Financial Statements (unaudited).

Interest, dividend and other income:

Interest, dividend and other income for the three and six months ended June 30, 2020 was approximately $83,000 and $177,000, respectively. Interest, dividend and other income for the three and six months ended June 30, 2019 was approximately $153,000 and $238,000, respectively. The decreases in the three and six-month comparable periods was primarily due to decreased interest income from investments in U.S. T-bills.

EXPENSES

Expenses forOperating expenses from rental and other properties for the three and six months ended June 30, 2020March 31, 2021 as compared with the same periodsperiod in 2019 decreased2020 increased by approximately $15,000 (48%$37,000 (or 211%) and $11,000 (25%), respectively. The decreases in the three and six month comparable periods were primarily due to decreased repairsa loss on the sale of land held for development located in Hopkinton, Rhode Island. The property had a carrying value of $209,000 and maintenance at our corporate office.

Professional fees and expenseswas sold for the three months ended June 30, 2020 as compared with the three months ended June 30, 2019 decreased by approximately $22,000 (51%) due to decreased$200,000. After commissions, legal and tax fees.closing costs the loss was approximately $28,000. The Company had attempted to develop this property for several years and was unsuccessful.

EFFECT OF INFLATION:

Inflation affects the costs of holding the Company's investments. Increased inflation would decrease the purchasing power of our mainly liquid investments.

LIQUIDITY, CAPITAL EXPENDITURE REQUIREMENTS AND CAPITAL RESOURCES

The Company's material commitments primarily consist of a note payable to the Company’s 49% owned affiliate, T.G.I.F. Texas, Inc. (“TGIF”) of $650,000$450,000 due on demand and contributions committed to other investments of approximately $689,000$1.1 million due upon demand. The $3.91 million in margin payable is related to the purchase of U.S. T-bills at quarter end. The T-bills were sold in July 2020 and the related margin was repaid. The purchase of T-bills at each fiscal quarter end is for the purposes of qualifying for the REIT asset test. The funds necessary to meet these obligations are expected from the proceeds from the sales of investments, distributions from investments and available cash.

MATERIAL COMPONENTS OF CASH FLOWS

For the sixthree months ended June 30, 2020,March 31, 2021, net cash used in operating activities was approximately $666,000,$293,000, primarily consisting of operating expenses.

For the sixthree months ended June 30, 2020,March 31, 2021, net cash provided by investing activities was approximately $1.5 million.$84,000. This consisted primarily of $1 million collection of loan due from purchaser of Grove Isle, $200,000 collection of loan participation, net proceeds from sales and redemptions of marketable securities of $840,000,$275,000, distributions from other investments of $394,000 and$81,000, distribution from affiliate of $221,000.$138,000 and proceeds from the sale of the land in Hopkinton, Rhode Island (we took back a first mortgage of $50,000 on the sale). These sources of funds were partially offset by uses of cash consisting primarily of $930,000$211,000 in purchases of marketable securities and $205,000$317,000 of contributions to other investments.

For the sixthree months ended June 30, 2020,March 31, 2021, net cash used in financing activities was approximately $6.9 million,$704,000, consisting of $6.0 million in repayment of margin payable relating to the quarter end purchases of U.S. T-bills, $507,000$504,000 dividend paid $350,000and $200,000 principal payment on note due to affiliate and $66,000 in purchase of treasury shares.affiliate.

Not applicable

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.

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.

PART II. OTHER INFORMATION

As previously reported on December 14, 2018, HMG announced that its Board of Directors has authorized the purchase of up to $500,000 of HMG common stock on the open market or through privately negotiated transactions. The program will be in place through December 31, 2021. There were no purchases made under the program during the three months ended March 31, 2021. During the six monthsyear ended June 30,December 31, 2020, there were 6,044 shares purchased for $66,392 as part of this publicly announced program. As of June 30, 2020,March 31, 2021, the maximum dollar value of shares that may yet be purchased under the program is $433,608.

The following table presents information regarding the shares of our common stock we purchased during each of the six calendar months ended June 30, 2020:

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

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.