-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, APEE+S8BV5e/4eI/F6ulEjW6yzpkIsdDlKaXZBBTs8xhk6Xh7OILp2r37b8XTLi6 d7oavwzJE6gke9ctpctrBQ== 0001010412-09-000113.txt : 20090515 0001010412-09-000113.hdr.sgml : 20090515 20090515162542 ACCESSION NUMBER: 0001010412-09-000113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090515 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090515 DATE AS OF CHANGE: 20090515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE GROUP INC CENTRAL INDEX KEY: 0000918543 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 990307845 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23338 FILM NUMBER: 09833498 BUSINESS ADDRESS: STREET 1: 500 ALA MOANA BLVD. STREET 2: 3 WATERFRONT PLAZA, SUITE 555 CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085240900 MAIL ADDRESS: STREET 1: 500 ALA MOANA BLVD. STREET 2: 3 WATERFRONT PLAZA, SUITE 555 CITY: HONOLULU STATE: HI ZIP: 96813 8-K 1 f8kforpressrelease033109.htm 8-K CURRENT REPORT DATED MAY 15, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

United States Securities and Exchange Commission


Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

______________

Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934


May 15, 2009

Date of Report

[Date of Earliest Event Reported]


THE CASTLE GROUP, INC.

(Exact name of Registrant as specified in its Charter)



 

 

 

Utah

000-23338

99-0307845

(State or Other Jurisdiction of

(Commission File Number)

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

Incorporation

 

 

 

 

 


500 Ala Moana Boulevard, 3 Waterfront Plaza, Suite 555

Honolulu, Hawaii 96813

(Address of Principal Executive Offices)


(808) 524-0900

(Registrant’s Telephone Number, including area code)


N/A

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below):


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ] Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1




Item 2.02 Results of Operations and Financial Condition.


The Company issued a press release announcing its financial results for the quarter  ending March 31, 2009.  A copy of the press releases is furnished herewith as Exhibit 99.1.


Item 7.01 Regulation FD Disclosure.


See Items 2.02 and 9.01.


Item 9.01 Financial Statements and Exhibits.


Exhibit No.


99.1 Press Release

SIGNATURES


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


THE CASTLE GROUP, INC.


 

 

 

 

 

Date:

May 15 , 2009

 

By:

/s/Rick Wall

 

 

 

 

Rick Wall, Chairman and CEO and

 

 

 

 

Acting Chief Financial Officer



2




EX-99 2 f33109cagufinanacialresultsl.htm PRESS RELEASE DATED MAY 15, 2009 FOR IMMEDIATE RELEASE

FOR IMMEDIATE RELEASE

May  15, 2009


The Castle Group, Inc. Announces New Resort Rental Management Contracts at 4 Properties

and Financial Results for First Quarter of 2009


·

Castle Takes over resort rental management of 1 property on Molokai and 3 on Kauai

·

EBITDA of $58,092 recorded in the first quarter


Honolulu, Hawaii – The Castle Group, Inc. (OTCBB: CAGU) holding company for Castle Resorts & Hotels, today announced that it had secured new resort rental management contracts for four properties on Molokai and Kauai as well as financial results for the first quarter of 2009.


The Company assumed resort rental management of 4 new properties last week:  the Molokai Shores on Molokai, and the Pali Ke Kua, Puu Poa and Hale Moi Cottages in Princeville, Kauai. These properties were formerly managed by Marc Resorts.


“The substantially weaker demand for travel in our key markets over the past 12 months has clearly been reflected n the revenue numbers.” said Rick Wall, Chairman, and CEO of the Castle Group Inc.,  “On the other hand, these circumstances also create opportunities for us to solidify our position in these markets as property owners seek to optimize management of their properties during the lean times.”


Alan Mattson, President, and Chief Operating Officer of The Castle Group, said, “The first quarter results reflect the realities of today’s travel marketplace.  I am proud of the hard work our team has put forward to respond to this new paradigm. Generating a nearly break even quarter despite the substantial change in revenues as compared to last year is an outstanding achievement.”

 

First Quarter 2009 Financial Highlights

Total revenues for the quarter ended March 31, 2009, decreased approximately 33% to $4.0 million, compared to $6.0 million in 2008.  


Castle reported Earnings before Interest, Taxes, Depreciation, and Foreign Currency Adjustment of $58,092 in the first quarter of 2009 compared to $329,203 in the same period last year.


On a GAAP basis, the Net Loss for the first quarter totaled $47,623 as compared to a Net Income of $99,658 in the year-earlier period.


Non-GAAP Measures

This press release reports EBITDA, a measure not in accordance with U.S.  Generally Accepted Accounting Principles (“GAAP”), which reflects the Company’s earnings without the effect of depreciation, interest income or expense, taxes or foreign exchange gains or losses. Castle’s management believes that in many ways it is a good alternative indicator of the Company’s financial performance as it removes the effects of non-cash depreciation and amortization of assets as well as the fluctuations of  the carrying costs of assets in foreign countries as well as interest costs based on the Company’s borrowing history and increases and decreases in tax expense brought about by changes in the provision for future tax effects rather than current income. A reconciliation of EBITDA with GAAP Net Income (Loss) is shown below.  






Comparison of Net Income to EBITDA:

 

For the Three Months Ended March 31,

 

 

2009

2008

 

 

 

 

Net Income (Loss)

 

$(47,623)

$    99,658

 

 

 

 

Add Back:

 

 

 

Income Taxes

 

81,576

67,309

Net interest expense

 

47,630

105,946

Depreciation

 

       41,211

       56,290

Subtract:

 

 

 

Foreign Exchange Gain

 

(64,702)

 

 

 

 

 

EBITDA-

 

$     58,092

$     329,203


About The Castle Group, Inc.

Headquartered in Honolulu, The Castle Group, Inc. provides management and related hospitality services to hotel and resort condominiums under the trade name “Castle Resorts & Hotels.”  Since 1993, Castle’s geographic presence has expanded from the Hawaiian Islands to additional markets throughout the Asia/Pacific region, including Guam, Saipan, Thailand, and New Zealand.  Castle’s services include pre-opening technical services, customized hotel and resort operations management, state-of-the-art sales, marketing and reservations, and expert property management. Castle offers travelers’ accommodations ranging from hotel guest rooms to fully equipped spacious resort condominiums.


This press release contains forward-looking statements made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.  Forward looking statements are based upon the current plans, estimates, and projections of The Castle Group's management and are subject to risks and uncertainties which could cause actual results to differ from the forward looking statements.  These include, but are not limited to, risks and uncertainties outlined in the Company's periodic filings with the U.S. Securities and Exchange Commission.  The Castle Group does not assume any obligation to update the information contained in this press release.


For more information, please contact:


Company Contact:

Donna Wheeler, Senior Director of Marketing

The Castle Group

Toll-Free: (800)733-7753 (U.S./Canada/Guam/Saipan)

(808)524-0900

(808)521-9994 (fax)

pr@castleresorts.com




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