UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _____
Commission File Number: 1-10324
THE INTERGROUP CORPORATION
--------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3293645
------------------------------ ------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
10940 Wilshire Blvd., Suite 2150, Los Angeles, California 90024
--------------------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(310) 889-2500
-----------------------------
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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. [x] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.) [ ] Yes [x] No
The number of shares outstanding of issuer's Common Stock, as of May 9, 2011,
was 2,395,344.
INDEX
THE INTERGROUP CORPORATION
PART I. FINANCIAL INFORMATION PAGE
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets
As of March 31, 2011(Unaudited) and June 30, 2010 3
Condensed Consolidated Statements of Operations(Unaudited)
For the Three Months ended March 31, 2011 and 2010 4
Condensed Consolidated Statements of Operations(Unaudited)
For the Nine Months ended March 31, 2011 and 2010 5
Condensed Consolidated Statements of Cash Flows(Unaudited)
For the Nine months ended March 31, 2011 and 2010 6
Notes to Condensed Consolidated Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 19
Item 4. Controls and Procedures 30
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
Item 6. Exhibits 32
SIGNATURES 32
-2-
PART I
FINANCIAL INFORMATION
Item 1 - Condensed Consolidated Financial Statements
THE INTERGROUP CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2011 June 30, 2010
(Unaudited)
-------------- -------------
Assets:
Investment in hotel, net $ 40,378,000 $ 41,961,000
Investment in real estate, net 60,669,000 61,184,000
Properties held for sale 5,316,000 7,193,000
Investment in marketable securities 21,344,000 7,712,000
Other investments, net 17,760,000 6,651,000
Cash and cash equivalents 1,594,000 1,140,000
Restricted cash 1,693,000 1,641,000
Other assets, net 6,709,000 4,645,000
----------- -----------
Total assets $155,463,000 $132,127,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY(DEFICIT)
Liabilities:
Accounts payable and other liabilities $ 9,916,000 $ 10,473,000
Due to securities broker 10,047,000 2,235,000
Obligations for securities sold 239,000 1,698,000
Other notes payable 3,181,000 3,688,000
Mortgage notes payable - hotel 45,386,000 45,990,000
Mortgage notes payable - real estate 64,218,000 59,842,000
Mortgage notes payable - property held for sale 7,082,000 10,450,000
Deferred income taxes 7,281,000 1,135,000
----------- -----------
Total liabilities 147,350,000 135,511,000
----------- -----------
Commitments and contingencies:
Shareholders' equity(deficit):
Preferred stock, $.01 par value, 100,000 shares
authorized; none issued - -
Common stock, $.01 par value, 4,000,000 shares authorized;
3,319,172 and 3,290,872 issued; 2,395,344 and 2,401,884
outstanding, respectively 33,000 33,000
Additional paid-in capital 9,290,000 9,109,000
Retained earnings 14,418,000 4,190,000
Treasury stock, at cost, 923,828 and 888,988 shares (10,300,000) (9,564,000)
----------- -----------
Total InterGroup shareholders' equity 13,441,000 3,768,000
Noncontrolling interest(deficit) (5,328,000) (7,152,000)
----------- -----------
Total shareholders' equity(deficit) 8,113,000 (3,384,000)
----------- -----------
Total liabilities and shareholders' equity(deficit) $155,463,000 $132,127,000
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-3-
THE INTERGROUP CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months ended March 31, 2011 2010
----------- -----------
Revenues:
Hotel $ 8,187,000 $ 7,456,000
Real estate 3,224,000 3,104,000
----------- -----------
Total revenues 11,411,000 10,560,000
----------- -----------
Costs and operating expenses:
Hotel operations (7,113,000) (6,670,000)
Real estate operations (1,664,000) (1,462,000)
Depreciation and amortization (1,027,000) (1,742,000)
General and administrative (508,000) (493,000)
----------- -----------
Total costs and operating expenses (10,312,000) (10,367,000)
----------- -----------
Income from operations 1,099,000 193,000
----------- -----------
Other income(expense):
Mortgage interest expense (1,475,000) (1,508,000)
Net gain on marketable securities 50,000 481,000
Net unrealized loss on other investments (147,000) (69,000)
Impairment loss on other investments - (231,000)
Dividend and interest income 178,000 116,000
Trading and margin interest expense (488,000) (306,000)
----------- -----------
Total other expense, net (1,882,000) (1,517,000)
----------- -----------
Loss from continuing operations before income taxes (783,000) (1,324,000)
Income tax benefit 197,000 290,000
----------- -----------
Loss from continuing operations (586,000) (1,034,000)
----------- -----------
Discontinued operations:
Income from discontinued operations 38,000 65,000
Gain on the sale of real estate 3,290,000 -
Provision for income tax expense (1,312,000) (29,000)
----------- -----------
Income from discontinued operations 2,016,000 36,000
----------- -----------
Net income(loss) 1,430,000 (998,000)
Loss attributable to the noncontrolling interest 187,000 772,000
----------- -----------
Net income(loss) attributable to InterGroup $ 1,617,000 $ (226,000)
=========== ===========
Net loss per share from continuing operations
Basic and diluted $ (0.24) $ (0.43)
Net income per share from discontinued operations
Basic and diluted $ 0.83 $ 0.02
Net income(loss) per share attributable to InterGroup
Basic and diluted $ 0.67 $ (0.10)
Weighted average shares outstanding:
Basic and diluted 2,415,603 2,377,975
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-4-
THE INTERGROUP CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the nine months ended March 31, 2011 2010
----------- -----------
Revenues:
Hotel $ 26,855,000 $ 24,354,000
Real estate 9,326,000 9,226,000
----------- -----------
Total revenues 36,181,000 33,580,000
----------- -----------
Costs and operating expenses:
Hotel operations (21,246,000) (20,089,000)
Real estate operations (4,826,000) (4,620,000)
Depreciation and amortization (4,524,000) (5,138,000)
General and administrative (1,380,000) (1,209,000)
----------- -----------
Total costs and operating expenses (31,976,000) (31,056,000)
----------- -----------
Income from operations 4,205,000 2,524,000
----------- -----------
Other income(expense):
Mortgage interest expense (4,479,000) (4,584,000)
Net gain(loss) on marketable securities 4,106,000 (659,000)
Net unrealized income on other investments 11,716,000 157,000
Impairment loss on other investments (540,000) (1,148,000)
Dividend and interest income 789,000 248,000
Trading and margin interest expense (1,115,000) (1,034,000)
----------- -----------
Total other income(expense), net 10,477,000 (7,020,000)
----------- -----------
Income(loss) from continuing operations
before income taxes 14,682,000 (4,496,000)
Income tax (expense)benefit (4,758,000) 1,327,000
----------- -----------
Income(loss) from continuing operations 9,924,000 (3,169,000)
----------- -----------
Discontinued operations:
Income from discontinued operations 226,000 212,000
Gain on the sale of real estate 3,290,000 -
Provision for income tax expense (1,388,000) (89,000)
----------- -----------
Income from discontinued operations 2,128,000 123,000
----------- -----------
Net income(loss) 12,052,000 (3,046,000)
(Income)loss attributable to the
noncontrolling interest (1,824,000) 1,410,000
----------- -----------
Net income(loss) attributable to InterGroup $10,228,000 $(1,636,000)
=========== ===========
Net income(loss) per share from continuing operations
Basic $ 4.11 $ (1.34)
Diluted $ 3.96 $ (1.34)
Net income per share from discontinued operations
Basic $ 0.88 $ 0.05
Diluted $ 0.85 $ 0.05
Net income(loss) per share attributable to InterGroup
Basic $ 4.23 $ (0.69)
Diluted $ 4.08 $ (0.69)
Weighted average shares outstanding:
Basic 2,416,740 2,368,528
Diluted 2,508,999 2,368,528
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-5-
THE INTERGROUP CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the nine months ended March 31, 2011 2010
----------- -----------
Cash flows from operating activities:
Net income(loss) $12,052,000 $(3,046,000)
Adjustments to reconcile net income(loss) to
cash (used in)provided by operating activities:
Gain on the sale of real estate (3,290,000) -
Depreciation and amortization 4,524,000 5,138,000
Net unrealized (gain)loss on marketable securities (3,804,000) 4,439,000
Impairment loss on other investments 540,000 1,148,000
Net unrealized gain on other investments (11,716,000) (157,000)
Stock compensation expense 181,000 78,000
Changes in assets and liabilities:
Investment in marketable securities (9,828,000) (2,347,000)
Other assets (2,151,000) (65,000)
Accounts payable and other liabilities (558,000) 591,000
Due to securities broker 7,812,000 942,000
Obligation for securities sold (1,459,000) (450,000)
Deferred tax liability 6,146,000 (1,237,000)
----------- -----------
Net cash (used in)provided by operating activities (1,551,000) 5,034,000
----------- -----------
Cash flows from investing activities:
Net proceeds from the sale of real estate 5,291,000 -
Investment in hotel (1,427,000) (1,255,000)
Investment in real estate (1,035,000) (252,000)
Other investments 67,000 (1,350,000)
Restricted cash (52,000) 321,000
----------- -----------
Net cash provided by(used in) investing activities 2,844,000 (2,536,000)
----------- -----------
Cash flows from financing activities:
Borrowings from mortgage notes payable 12,167,000 -
Payments on mortgage notes payable (11,763,000) (1,638,000)
Payments on other notes payable (507,000) (585,000)
Proceeds from line of credit - 689,000
Purchase of treasury stock (736,000) -
----------- -----------
Net cash used in financing activities (839,000) (1,534,000)
----------- -----------
Net increase in cash and cash equivalents 454,000 964,000
Cash and cash equivalents at beginning of period 1,140,000 1,024,000
----------- -----------
Cash and cash equivalents at end of period $ 1,594,000 $ 1,988,000
=========== ===========
Supplemental information:
Interest paid $ 5,250,000 $ 5,030,000
=========== ===========
Assets acquired through capital lease $ - $ 700,000
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-6-
THE INTERGROUP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements included herein have been prepared by The
InterGroup Corporation ("InterGroup" or the "Company"), without audit,
according to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
the consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes the disclosures that are
made are adequate to make the information presented not misleading. Further,
the consolidated financial statements reflect, in the opinion of management,
all adjustments (which included only normal recurring adjustments) necessary
for a fair statement of the financial position, cash flows and results of
operations as of and for the periods indicated. It is suggested that these
financial statements be read in conjunction with the audited financial
statements of InterGroup and the notes therein included in the Company's Annual
Report on Form 10-K for the year ended June 30, 2010. The June 30, 2010
Condensed Consolidated Balance Sheet was obtained from the Company's Form 10-K
for the year ended June 30, 2010.
The results of operations for the three and nine months ended March 31, 2011
are not necessarily indicative of results to be expected for the full fiscal
year ending June 30, 2011.
As of March 31, 2011, the Company had the power to vote 80.3% of the voting
shares of Santa Fe Financial Corporation ("Santa Fe"), a public company (OTCBB:
SFEF). This percentage includes the power to vote an approximately 4% interest
in the common stock in Santa Fe owned by the Company's Chairman and President
pursuant to a voting trust agreement entered into on June 30, 1998.
Santa Fe's revenue is primarily generated through the management of its 68.8%
owned subsidiary, Portsmouth Square, Inc. ("Portsmouth"), a public company
(OTCBB: PRSI). InterGroup also directly owns approximately 11.7% of the common
stock of Portsmouth. Portsmouth has a 50.0% limited partnership interest in
Justice and serves as one of the two general partners. The other general
partner, Evon Corporation ("Evon"), served as the managing general partner
until December 1, 2008 at which time Portsmouth assumed the role of managing
general partner.
Justice owns a 544-room hotel property located at 750 Kearny Street, San
Francisco California, known as the Hilton San Francisco Financial District (the
"Hotel") and related facilities including a five level underground parking
garage. The Hotel is operated by the partnership as a full service Hilton brand
hotel pursuant to a Franchise License Agreement with Hilton Hotels Corporation.
Justice also has a Management Agreement with Prism Hospitality L.P. ("Prism")
to perform the day-to-day management functions of the Hotel.
Due to the temporary closing of the Hotel to undergo major renovations from May
2005 until January 2006 to transition and reposition the Hotel from a Holiday
Inn to a Hilton, and the substantial depreciation and amortization expenses
resulting from the renovations and operating losses incurred as the Hotel
ramped up operations after reopening, Justice has recorded net losses. These
losses were anticipated and planned for as part of the Partnership's renovation
and repositioning plan for Hotel and management considers those net losses to
be temporary. The Hotel has been generating positive cash flows from operations
-7-
since June 2006 and net income is expected to improve in the future, especially
since depreciation and amortization expenses attributable to the renovation
will decrease substantially. Despite the significant downturn in the economy,
management believes that the revenues expected to be generated from the Hotel,
garage and the Partnership's leases will be sufficient to meet all of the
Partnership's current and future obligations and financial requirements.
Management also believes that there is significant equity in the Hotel to
support additional borrowings, if necessary.
In addition to the operations of the Hotel, the Company also generates income
from the ownership of real estate. Properties include apartment complexes,
commercial real estate, and two single-family houses as strategic investments.
The properties are located throughout the United States, but are concentrated
in Texas and Southern California. The Company also has investments in
unimproved real property. The Company's residential rental properties located
in California are managed by a professional third party property management
company.
In January 2010, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) 2010-06, "Improving Disclosures About Fair
Value Measurements." Effective January 1, 2010, ASU 2010-06 requires the
separate disclosure of significant transfers into and out of the Level 1 and
Level 2 categories and the reasons for such transfers, and also requires fair
value measurement disclosures for each class of assets and liabilities as well
as disclosures about valuation techniques and inputs used for recurring and
nonrecurring Level 2 and Level 3 fair value measurements. Effective in fiscal
years beginning after March 31, 2011, ASU 2010-06 also requires Level 3
disclosure of purchases, sales, issuances and settlements activity on a gross
rather than a net basis. These amendments resulted in additional disclosures in
the Company's condensed consolidated financial statements.
The Consolidation Topic of the FASB ASC 810 provides a new accounting provision
regarding the consolidation of variable interest entities ("VIEs"). The new
accounting provision modifies the existing quantitative guidance used in
determining the primary beneficiary of a VIE by requiring entities to
qualitatively assess whether an enterprise is a primary beneficiary, based on
whether the entity has (i) power over the significant activities of the VIE,
and (ii) an obligation to absorb losses or the right to receive benefits that
could be potentially significant to the VIE. Additionally, the accounting
provision requires an ongoing reconsideration of the primary beneficiary and
provides a framework for the events that triggers a reassessment of whether an
entity is a VIE. The new accounting update became effective for the Company on
July 1, 2010. The adoption of this guidance did not have a material effect on
the Company's condensed consolidated financial statements.
The Company has evaluated subsequent events through the date the condensed
consolidated financial statements were issued.
Properties Held for Sale - Discontinued Operations
Properties are classified as held for sale when management commits to a plan to
sell the asset, the asset is available for immediate sale, an active program to
locate a buyer has been initiated, the sale of the asset is probable, the sale
of the asset is actively marketed and it is unlikely that significant changes
to the sale plan will be made or withdrawn. As of March 31, 2011, the Company
on property classified as held for sale in accordance with ASC Topic 205-20
Presentation of Financial Statements - Discontinued Operations, which requires
that depreciation on these properties be stopped.
-8-
During the three and nine months ended March 31, 2010, three properties were
classified as held for sale. However, subsequently, one of the properties was
no longer considered held for sale. Accordingly, the operations of this
property for the three and nine months ended March 31, 2010 was reclassified
from discontinued operations to continuing operations to conform to current
quarter presentation.
Under the provisions of the provisions of ASC Topic 205-20, for properties
disposed of during the year or for properties for which the Company actively
markets for sale at a price that is reasonable in relation to its market value,
the properties are required to be classified as held for sale on the balance
sheet and accounted for under discontinued operations in the statement of
operations. The revenues and expenses from the operation of these properties
have been reclassified from continuing operations for the three and nine months
ended March 31, 2011 and 2010 and reported as income from discontinued
operations in the consolidated statements of operations.
Earnings Per Share
Basic income(loss) per share is computed by dividing net income(loss) available
to common stockholders by the weighted average number of common shares
outstanding. The computation of diluted income(loss) per share is similar to
the computation of basic earnings per share except that the weighted-average
number of common shares is increased to include the number of additional common
shares that would have been outstanding if potential dilutive common shares had
been issued. The Company's only potentially dilutive common shares are stock
options and restricted stock units. For the three and nine months ended March
31, 2011, the Company had a total of 100,952 and 92,260, stock options and
restricted stock units, respectively, that were considered potential dilutive
common shares. For the three and nine months ended March 31, 2010, there were
no potentially dilutive common shares as the Company had a net loss from
continuing operations.
NOTE 2 - INVESTMENT IN HOTEL, NET
Hotel property and equipment consisted of the following:
Accumulated Net Book
As of March 31, 2011 Cost Depreciation Value
------------ ------------ ------------
Land $ 2,738,000 $ - $ 2,738,000
Furniture and equipment 19,470,000 (16,809,000) 2,661,000
Building and improvements 55,087,000 (20,108,000) 34,979,000
------------ ------------ ------------
$ 77,295,000 $(36,917,000) $ 40,378,000
============ ============ ============
June 30, 2010 Accumulated Net Book
Cost Depreciation Value
------------ ------------ ------------
Land $ 2,738,000 $ - $ 2,738,000
Furniture and equipment 18,393,000 (14,710,000) 3,683,000
Building and improvements 54,782,000 (19,242,000) 35,540,000
------------ ------------ ------------
$ 75,913,000 $(33,952,000) $ 41,961,000
============ ============ ============
-9-
NOTE 3 - INVESTMENT IN REAL ESTATE, NET
Investment in real estate included the following:
March 31, 2011 June 30, 2010
--------------- -------------
Land $ 24,735,000 $ 24,735,000
Buildings, improvements and equipment 61,668,000 60,758,000
Accumulated depreciation (25,734,000) (24,309,000)
---------- ----------
$ 60,669,000 $ 61,184,000
========== ==========
In February 2011, the Company refinanced its $715,000 adjustable rate mortgage
note payable on its 9-unit apartment building located in Los Angeles,
California for a new 10-year fixed rate mortgage in the amount of $1,265,000.
The interest rate on the new loan is fixed at 5.89% per annum, with monthly
principal and interest payments based on a 30-year amortization schedule. The
note matures in March 2021. The Company received net proceeds of approximately
$367,000 from the refinancing.
In February 2011, the Company refinanced its $958,000 adjustable rate mortgage
note payable on its 14-unit apartment building located in Los Angeles,
California for a new 10-year fixed rate mortgage in the amount of $1,855,000.
The interest rate on the new loan is fixed at 5.89% per annum, with monthly
principal and interest payments based on a 30-year amortization schedule. The
note matures in March 2021. The Company received net proceeds of approximately
$687,000 from the refinancing.
In November 2010, the Company refinanced its $1,641,000 adjustable rate
mortgage note payable on its 27-unit apartment building located in Los Angeles,
California for a new 10-year fixed rate mortgage in the amount of $3,260,000.
The interest rate on the new loan is fixed at 4.85% per annum, with monthly
principal and interest payments based on a 30-year amortization schedule. The
note matures in December 2020. The Company received net proceeds of
approximately $1,507,000 from the refinancing.
In November 2010, the Company also refinanced its $3,569,000 adjustable rate
mortgage note payable on its 31-unit apartment building located in Los Angeles,
California for a new 10-year fixed rate mortgage in the amount of $5,787,000.
The interest rate on the new loan is fixed at 4.85% per annum, with monthly
principal and interest payments based on a 30-year amortization schedule. The
note matures in December 2020. The Company received net proceeds of
approximately $2,078,000 from the refinancing.
NOTE 4 - PROPERTY HELD FOR SALE AND DISCONTINUED OPERATIONS
As of March 31, 2011, the Company had one property located in Austin, Texas
that was classified as held for sale. Previously, the Company had two
properties listed for sale, one of which was sold during the current quarter.
In January 2011, the Company sold its 132-unit apartment complex located in San
Antonio, Texas for $5,500,000 and recognized a gain on the sale of real estate
of $3,290,000. The Company received net proceeds of $2,030,000 after selling
costs and the pay-off of the related outstanding mortgage note payable of
$3,215,000. The proceeds were placed with a third party accommodator (included
as part of other assets) for the purpose of executing a Section 1031 tax-
deferred exchange for another property. In April 2011, the Company purchased a
9-unit beachside apartment complex located in Marina Del Rey, California for
-10-
$4,000,000 to effectuate that exchange. As part of the purchase, the Company
obtained a 10-year mortgage note payable in the amount of $1,487,000. The
interest rate on the loan is fixed at 5.60% per annum, with monthly principal
and interest payments based on a 30-year amortization schedule. The note
matures in May 2021.
The gain on the sale of real estate and the revenues and expenses from the
operation of the property that was sold and the property that is currently
classified as held for sale are reported as income from discontinued operations
in the condensed consolidated statements of operations for the respective
periods.
The revenues and expenses from the operation of these two properties during the
three and nine months ended March 31, 2011 and 2010, are summarized as follows:
For the three months ended March 31, 2011 2010
---------- ----------
Revenues $ 471,000 $ 616,000
Expenses (433,000) (551,000)
---------- ----------
Income $ 38,000 $ 65,000
========== ==========
For the nine months ended March 31, 2011 2010
---------- ----------
Revenues $1,716,000 $ 1,825,000
Expenses (1,490,000) (1,613,000)
---------- ----------
Income $ 226,000 $ 212,000
========== ==========
NOTE 5 - INVESTMENT IN MARKETABLE SECURITIES
The Company's investment in marketable securities consists primarily of
corporate equities. The Company has also invested in corporate bonds and income
producing securities, which may include interests in real estate based
companies and REITs, where financial benefit could inure to its shareholders
through income and/or capital gain.
At March 31, 2011 and June 30, 2010, all of the Company's marketable securities
are classified as trading securities. The change in the unrealized gains and
losses on these investments are included in earnings. Trading securities are
summarized as follows:
As of March 31, 2011
Gross Gross Net Fair
Investment Cost Unrealized Gain Unrealized Loss Unrealized Gain Value
---------- ----------- --------------- --------------- --------------- ------------
Corporate
Equities $16,425,000 $ 6,269,000 ($1,350,000) $ 4,919,000 $21,344,000
As of June 30, 2010
Gross Gross Net Fair
Investment Cost Unrealized Gain Unrealized Loss Unrealized Gain Value
---------- ----------- --------------- --------------- --------------- ------------
Corporate
Equities $ 6,311,000 $ 2,273,000 ($872,000) $ 1,401,000 $ 7,712,000
As of March 31, 2011 and June 30, 2010, the Company had unrealized losses of
$878,000 and $679,000, respectively, related to securities held for over one
year.
-11-
Net gain(loss) on marketable securities on the statement of operations is
comprised of realized and unrealized gains(losses). Below is the composition
of the net gain(loss) for the three and nine months ended March 31, 2011 and
2010, respectively.
For the three months ended March 31, 2011 2010
----------- -----------
Realized gain(loss) on marketable securities $ 83,000 $ (368,000)
Unrealized (loss)gain on marketable securities (33,000) 849,000
----------- -----------
Net gain on marketable securities $ 50,000 $ 481,000
=========== ===========
For the nine months ended March 31, 2011 2010
----------- -----------
Realized gain on marketable securities $ 302,000 $ 3,780,000
Unrealized gain(loss) on marketable securities 3,804,000 (4,439,000)
----------- -----------
Net gain(loss) on marketable securities $ 4,106,000 $ (659,000)
=========== ===========
NOTE 6 - OTHER INVESTMENTS, NET
The Company may also invest, with the approval of the Securities Investment
Committee and other Company guidelines, in private investment equity funds and
other unlisted securities, such as convertible notes through private
placements. Those investments in non-marketable securities are carried at cost
on the Company's balance sheet as part of other investments, net of other than
temporary impairment losses.
As of March 31, 2011 and June 30, 2010, the Company's other investments, net,
is comprised of the following:
Type March 31, 2011 June 30, 2010
--------------------------- ----------------- ----------------
Preferred stock - Comstock $ 13,231,000 $ -
Private equity hedge fund 3,172,000 3,712,000
Corporate debt & equity instruments 569,000 2,358,000
Warrants - at fair value 788,000 581,000
----------------- ----------------
$ 17,760,000 $ 6,651,000
================= ================
On October 20, 2010, as part of a debt restructuring of one of its investments,
the Company exchanged approximately $13,231,000 in notes, convertible notes and
debt instruments that it held in Comstock Mining, Inc. ("Comstock" - OTCBB:
LODE)) for 13,231 shares ($1,000 stated value) of newly created 7 1/2% Series
A-1 Convertible Preferred Stock (the "A-1 Preferred") of Comstock. Prior to the
exchange, those notes and convertible debt instruments had a carrying value of
$1,809,000, net of impairment adjustments. The Company accounted for the
transaction as an exchange of its debt securities and recorded the new
instruments (A-1 Preferred) received based on their fair value. The Company
estimated the fair value of the A-1 Preferred at $1,000 per share, which was
the stated value of the instrument, for a total of $13,231,000. The fair value
of the A-1 Preferred had a similar value to the Series B preferred stock
financing (stated value of $1,000 per share) by which Comstock concurrently
-12-
raised $35.7 million in new capital from other investors in October 2010. The
Company recorded an unrealized gain of $11,422,000 related to the preferred
stock received as part of the debt restructuring. This unrealized gain is
included in the net unrealized gain on other investments in the Company's
condensed consolidated statements of operations for the nine months ended March
31, 2011.
The Company's Chairman and President also exchanged approximately $7,681,000 in
notes and convertible notes held personally by him for 7,681 shares of A-1
Preferred. Together, the Company and Mr. Winfield will constitute all of the
holders of the A-1 Preferred.
Each share of A-1 Preferred has a stated value of $1,000 per share and a
liquidation and change of control preference equal to the stated value plus
accrued and unpaid dividends. Commencing January 1, 2011, the holders are
entitled to semi-annual dividends at a rate of 7.5% per annum, payable in cash,
common stock, preferred stock or any combination of the foregoing, at the
election of Comstock. At the holder's election, each share of A-1 Preferred is
convertible at a fixed conversion rate (subject to anti-dilution) into 1,536
shares of common stock of Comstock, therefore converting into common stock at a
conversion price of $0.6510. Each share of A-1 Preferred will entitle the
holder to vote with the holders of common stock as a single class on all
matters submitted to the vote of the common stock (on an as converted basis)
and, for purposes of voting only, each share of A-1 Preferred shall be entitled
to five times the number of votes per common share to which it would otherwise
be entitled. Each share of A-1 Preferred shall entitle its holder to one (1)
vote in any matter submitted to vote of holders of Preferred Stock, voting as a
separate class. The A-1 Preferred, in conjunction with the other series of
newly created Preferred Stock of Comstock, also has certain rights requiring
consent of the Preferred Stock holders for Comstock to take certain corporate
and business actions. The holders will have registration rights with respect to
the shares of common stock underlying the A-1 Preferred and also preemptive
rights. The foregoing description of the A-1 Preferred and the specific terms
of the A-1 Preferred is qualified in its entirety by reference to the
provisions of the Series A Securities Purchase Agreement, the Certificate of
Designation of Preferences and Rights and Limitations of 7 1/2% Series A-1
Convertible Preferred Stock and the Registration Rights Agreement for the
Series A Preferred Stock, which were filed as exhibits to the Company's Current
Report on Form 8-K, dated October 20, 2010.
As of March 31, 2011, the Company had investments in corporate debt and equity
instruments which had attached warrants that were considered derivative
instruments. These warrants have an allocated cost basis of $400,000 and a
fair market value of $788,000. During the three and nine months ended March
31, 2011, the Company had an unrealized gain(loss) of ($147,000) and $294,000,
respectively, related to these warrants.
NOTE 7 - ACCOUNTS PAYABLE AND OTHER LIABILITIES
Accounts payable and other liabilities include trade payables, advance deposits
and other liabilities.
As of March 31, 2011, included in the total accounts payable and other
liabilities balance of $9,916,000 is $7,460,000 of accounts payable and other
liabilities related to Justice Investors and its hotel operations. As of June
30, 2010, included in the total accounts payable and other liabilities balance
of $10,473,000 is $7,417,000 of accounts payable and other liabilities related
to Justice Investors and its hotel operations.
-13-
NOTE 8 - FAIR VALUE MEASUREMENTS
The carrying values of the Company's non-financial instruments approximate fair
value due to their short maturities(i.e., accounts receivable, other assets,
accounts payable and other liabilities, due to securities broker, and
obligations for securities sold) or the nature and terms of the
obligation(i.e., other notes payable and mortgage note payable).
The assets measured at fair value on a recurring basis as of March 31, 2011 are
as follows:
Assets: Level 1 Level 2 Level 3 March 31, 2011
----------- --------- --------- --------- --------------
Cash $ 1,594,000 $ - $ - $ 1,594,000
--------- ----------
Restricted cash 1,693,000 - - 1,693,000
--------- ----------
Other investments - warrants - 788,000 - 788,000
-------- ----------
Investment in marketable securities
Basic material 5,220,000 5,220,000
REITs 3,549,000 3,549,000
Investment funds 3,932,000 3,932,000
Services 2,963,000 2,963,000
Financial services 1,562,000 1,562,000
Other 4,118,000 4,118,000
---------- ----------
21,344,000 21,344,000
---------- -------- -------- ----------
$24,631,000 $ 788,000 $ - $25,419,000
========== ======== ======== ==========
The assets measured at fair value on a recurring basis as of June 30, 2010 are
as follows:
Assets: Level 1 Level 2 Level 3 June 30, 2010
----------- --------- --------- --------- --------------
Cash $ 1,140,000 $ - $ - $ 1,140,000
--------- ----------
Restricted cash 1,641,000 - - 1,641,000
--------- ----------
Other investments - warrants - 581,000 - 581,000
-------- ----------
Investment in marketable securities
Investment funds 3,271,000 3,271,000
REITs 1,946,000 1,946,000
Healthcare 668,000 668,000
Financial services 551,000 551,000
Other 1,276,000 1,276,000
---------- ----------
7,712,000 7,712,000
---------- -------- -------- ----------
$10,493,000 $ 581,000 $ - $11,074,000
========== ======== ======== ==========
The fair values of investments in marketable securities are determined by the
most recently traded price of each security at the balance sheet date. The fair
value of the warrants was determined based upon a Black-Scholes option
valuation model.
Financial assets that are measured at fair value on a non-recurring basis and
are not included in the tables above include "Other investments in non-
marketable securities," that were initially measured at cost and have been
written down to fair value as a result of impairment or adjusted to record the
-14-
fair value of new instruments received(i.e., preferred shares) in exchange for
old instruments(i.e., debt instruments). The following table shows the fair
value hierarchy for these assets measured at fair value on a non-recurring
basis are as follows:
Net gain for the
nine months ended
Assets: Level 1 Level 2 Level 3 March 31, 2011 March 31, 2011
----------- ------- ------- --------- ------------------ ------------------
Other non-marketable investments $ - $ - $16,972,000 $16,972,000 $10,882,000
Loss for the
nine months ended
Assets: Level 1 Level 2 Level 3 June 30, 2010 March 31, 2010
----------- ------- ------- --------- ------------------ ------------------
Other non-marketable investments $ - $ - $6,070,000 $6,070,000 $(1,148,000)
Other investments in non-marketable securities are carried at cost net of any
impairment loss. The Company has no significant influence or control over the
entities that issue these investments. These investments are reviewed on a
periodic basis for other-than-temporary impairment. The Company reviews several
factors to determine whether a loss is other-than-temporary. These factors
include but are not limited to: (i) the length of time an investment is in an
unrealized loss position, (ii) the extent to which fair value is less than
cost, (iii) the financial condition and near term prospects of the issuer and
(iv) our ability to hold the investment for a period of time sufficient to
allow for any anticipated recovery in fair value.
NOTE 9 - STOCK BASED COMPENSATION PLANS
The Company follows the Statement of Financial Accounting Standards 123
(Revised), "Share-Based Payments" ("SFAS No. 123R"), which was primarily
codified into ASC Topic 718 "Compensation - Stock Compensation", which
addresses accounting for equity-based compensation arrangements, including
employee stock options and restricted stock units.
Please refer to NOTE 16 - STOCK-BASED COMPENSATION PLANS in the Company's Form
10-K for the year ended June 30, 2010 for more detail information on the
Company's stock-based compensation plans.
During the nine months ended March 31, 2011, the Company recorded stock option
compensation cost of $109,000 related to issuance of stock options. As of
March 31, 2011, there was a total of $157,000 of unamortized compensation
related to stock options which is expected to be recognized over the weighted-
average of 5 years.
The fair value of options is measured by applying the Black-Scholes model on
grant date.
Expected volatility 51.6%
Expected term 7 years
Expected dividend yield 0%
Risk-free interest rate 2.36%
-15-
The following table summarizes the stock options outstanding as of March 31,
2011 and June 30, 2010:
Aggregate
Number of Weighted-average Weighted Average Intrinsic
Shares Exercise Price Remaining Life Value
---------- --------------- ---------------- ---------
Outstanding at June 30, 2009 102,000 $12.47 3.15 years $ 52,000
Granted 105,000 10.30
Exercised (3,000) 12.00
Forfeited - -
Exchanged (12,000) 12.00
---------- ---------------
Outstanding at June 30, 2010 192,000 $11.32 6.44 years $ 790,000
Granted - -
Exercised - -
Forfeited - -
Exchanged (15,000) 13.17
---------- ---------------
Outstanding at March 31, 2011 177,000 $11.16 6.18 years $1,784,000
========== =============== ================ =========
Exercisable at March 31, 2011 94,500 $11.91 3.78 years $ 881,000
========== =============== ================ =========
Estimated number of options vested
and expected to vest at
March 31, 2011 124,500 $11.52 5.02 years $1,210,000
========== =============== ================ =========
The table below summarizes the RSUs granted and outstanding.
Weighted Average
Grant Date
Number of RSUs Fair Value
-------------- ----------------
RSUs outstanding as of June 30, 2009 95,215 $12.46
Granted 2,564 $15.26
Converted to common stock (65,215) $ 8.42
-------------- ----------------
RSUs outstanding as of June 30, 2010 32,564 $12.89
Granted - -
Converted to common stock (17,564) $13.07
-------------- ----------------
RSUs outstanding as of March 31, 2011 15,000 $12.69
============== ================
On July 1 of every year, as part of the Stock Compensation Plan for Non-
employee Directors, each non-employee director received an automatic grant of a
number of shares of Company's Common Stock equal in value to $18,000 ($72,000
total recorded as stock compensation expense) based on 100% of the fair market
value of the Company's stock on the day of grant. During the nine months
ended, March 31, 2011 and 2010, the four non-employee directors of the Company
received a total grant of 4,716 and 6,004 shares of common stock.
-16-
NOTE 10 - SEGMENT INFORMATION
The Company operates in three reportable segments, the operation of the hotel
("Hotel Operations"), the operation of its multi-family residential properties
("Real Estate Operations") and the investment of its cash in marketable
securities and other investments("Investment Transactions"). These three
operating segments, as presented in the financial statements, reflect how
management internally reviews each segment's performance. Management also
makes operational and strategic decisions based on this information.
Information below represents reported segments for the three and nine months
ended March 31, 2011 and 2010. Operating income(loss) from hotel operations
consist of the operation of the hotel and operation of the garage. Operating
income for rental properties consist of rental income. Operating income for
investment transactions consist of net investment gain(loss) and dividend and
interest income.
As of and for the
Three months ended Hotel Real Estate Investment Discontinued
March 31, 2011 Operations Operations Transactions Other Subtotal Operations Total
----------- ----------- ------------ ----------- ------------ ------------ ------------
Revenues $ 8,187,000 $ 3,224,000 $ - $ - $ 11,411,000 $ 471,000 $ 11,882,000
Operating expenses (7,664,000) (2,140,000) - (508,000) (10,312,000) (304,000) (10,616,000)
----------- ----------- ----------- ----------- ------------ ------------ ------------
Income(loss)from operations 523,000 1,084,000 - (508,000) 1,099,000 167,000 1,266,000
Gain on sale of real estate - - - - - 3,290,000 3,290,000
Interest expense (701,000) (774,000) - - (1,475,000) (129,000) (1,604,000)
Loss from investments - - (407,000) - (407,000) - (407,000)
Income tax benefit(expense) - - - 197,000 197,000 (1,312,000) (1,115,000)
----------- ----------- ----------- ----------- ------------ ------------ ------------
Net income(loss) $ (178,000) $ 310,000 $ (407,000) $ (311,000) $ (586,000) $ 2,016,000 $ 1,430,000
=========== =========== =========== =========== ============ ============ ============
Total Assets $40,378,000 $60,669,000 $39,104,000 $ 9,996,000 $150,147,000 $ 5,316,000 $155,463,000
=========== =========== =========== =========== ============ ============ ============
As of and for the
Three months ended Hotel Real Estate Investment Discontinued
March 31, 2010 Operations Operations Transactions Other Subtotal Operations Total
----------- ----------- ------------ ----------- ------------ ------------ ------------
Operating income $ 7,456,000 $ 3,104,000 $ - $ - $ 10,560,000 $ 616,000 $ 11,176,000
Operating expenses (7,940,000) (1,934,000) - (493,000) (10,367,000) (403,000) (10,770,000)
----------- ----------- ----------- ----------- ------------ ------------ ------------
Income(loss)from operations (484,000) 1,170,000 - (493,000) 193,000 213,000 406,000
Interest expense (732,000) (776,000) - - (1,508,000) (148,000) (1,656,000)
Loss from investments - - (9,000) - (9,000) - (9,000)
Income tax benefit(expense) - - - 290,000 290,000 (29,000) 261,000
----------- ----------- ----------- ----------- ------------ ------------ ------------
Net income(loss) $(1,216,000) $ 394,000 $ (9,000) $ (203,000) $ (1,034,000) $ 36,000 $ (998,000)
=========== =========== =========== =========== ============ ============ ============
Total Assets $43,098,000 $62,178,000 $18,754,000 $ 7,092,000 $131,122,000 $ 7,316,000 $138,438,000
=========== =========== =========== =========== ============ ============ ============
-17-
As of and for the
Nine months ended Hotel Real Estate Investment Discontinued
March 31, 2011 Operations Operations Transactions Other Subtotal Operations Total
----------- ----------- ------------ ----------- ------------ ------------ ------------
Revenues $26,855,000 $ 9,326,000 $ - $ - $ 36,181,000 $ 1,716,000 $ 37,897,000
Operating expenses (24,343,000) (6,253,000) - (1,380,000) (31,976,000) (1,069,000) (33,045,000)
----------- ----------- ----------- ----------- ------------ ------------ ------------
Income(loss)from operations 2,512,000 3,073,000 - (1,380,000) 4,205,000 647,000 4,852,000
Gain on sale of real estate - - - - - 3,290,000 3,290,000
Interest expense (2,117,000) (2,362,000) - - (4,479,000) (421,000) (4,900,000)
Income from investments - - 14,956,000 - 14,956,000 - 14,956,000
Income tax expense - - - (4,758,000) (4,758,000) (1,388,000) (6,146,000)
----------- ----------- ----------- ----------- ------------ ------------ ------------
Net income(loss) $ 395,000 $ 711,000 $14,956,000 $ (6,138,000) $ 9,924,000 $ 2,128,000 $ 12,052,000
=========== =========== =========== =========== ============ ============ ============
Total Assets $40,378,000 $60,669,000 $39,104,000 $ 9,996,000 $150,147,000 $ 5,316,000 $155,463,000
=========== =========== =========== =========== ============ ============ ============
As of and for the
Nine months ended Hotel Real Estate Investment Discontinued
March 31, 2010 Operations Operations Transactions Other Subtotal Operations Total
----------- ----------- ------------ ----------- ------------ ------------ ------------
Operating income $24,354,000 $ 9,226,000 $ - $ - $ 33,580,000 $ 1,825,000 $ 35,405,000
Operating expenses (23,788,000) (6,059,000) - (1,209,000) (31,056,000) (1,167,000) (32,223,000)
----------- ----------- ----------- ----------- ------------ ------------ ------------
Income(loss)from operations 566,000 3,167,000 - (1,209,000) 2,524,000 658,000 3,182,000
Interest expense (2,174,000) (2,410,000) - - (4,584,000) (446,000) (5,030,000)
Loss from investments - - (2,436,000) - (2,436,000) - (2,436,000)
Income tax benefit(expense) - - - 1,327,000 1,327,000 (89,000) 1,238,000
----------- ----------- ----------- ----------- ------------ ------------ ------------
Net income(loss) $(1,608,000) $ 757,000 $(2,436,000) $ 118,000 $ (3,169,000) $ 123,000 $ (3,046,000)
=========== =========== =========== =========== ============ ============ ============
Total Assets $43,098,000 $62,178,000 $18,754,000 $ 7,092,000 $131,122,000 $ 7,316,000 $138,438,000
=========== =========== =========== =========== ============ ============ ============
NOTE 11 - RELATED PARTY TRANSACTIONS
Four of the Portsmouth directors serve as directors of Intergroup. Three of
those directors also serve as directors of Santa Fe. The three Santa Fe
directors also serve as directors of InterGroup.
During the three and nine months ended March 31, 2011, the Company received
management fees from Justice Investors totaling $71,000 and $243,000,
respectively. These amounts were eliminated in consolidation.
John V. Winfield serves as Chief Executive Officer and Chairman of the Company,
Portsmouth and Santa Fe. Depending on certain market conditions and various
risk factors, the Chief Executive Officer, his family, Portsmouth and Santa Fe
may, at times, invest in the same companies in which the Company invests. The
Company encourages such investments because it places personal resources of the
Chief Executive Officer and his family members, and the resources of Portsmouth
and Santa Fe, at risk in connection with investment decisions made on behalf of
the Company.
-18-
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS AND PROJECTIONS
The Company may from time to time make forward-looking statements and
projections concerning future expectations. When used in this discussion, the
words "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "may," "could," "might" and similar expressions, are intended to
identify forward-looking statements. These statements are subject to certain
risks and uncertainties, such as national and worldwide economic conditions,
including the impact of recessionary conditions on tourism, travel and the
lodging industry, the impact of terrorism and war on the national and
international economies, including tourism and securities markets, energy and
fuel costs, natural disasters, general economic conditions and competition in
the hotel industry in the San Francisco area, seasonality, labor relations and
labor disruptions, actual and threatened pandemics such as swine flu,
partnership distributions, the ability to obtain financing at favorable
interest rates and terms, securities markets, regulatory factors, litigation
and other factors discussed below in this Report and in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2010, that could cause
actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as to the date hereof. The Company undertakes no obligation
to publicly release the results of any revisions to those forward-looking
statements, which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS
The Company's principal sources of revenue continue to be derived from the
investment of its 68.8% owned subsidiary, Portsmouth, in the Justice Investors
limited partnership ("Justice" or the "Partnership"), rental income from its
investments in multi-family real estate and commercial properties and income
received from investment of its cash and securities assets. Portsmouth has a
50.0% limited partnership interest in Justice and serves as the managing
general partner of Justice. Evon Corporation ("Evon") serves as the other
general partner. Justice owns the land, improvements and leaseholds at 750
Kearny Street, San Francisco, California, known as the Hilton San Francisco
Financial District (the "Hotel"). The financial statements of Justice have been
consolidated with those of the Company.
The Hotel is operated by the Partnership as a full service Hilton brand hotel
pursuant to a Franchise License Agreement with Hilton Hotels Corporation. The
term of the Agreement is for a period of 15 years commencing on January 12,
2006, with an option to extend the license term for another five years, subject
to certain conditions. Justice also has a Management Agreement with Prism
Hospitality L.P. ("Prism") to perform the day-to-day management functions of
the Hotel.
Until September 30, 2008, the Partnership also derived income from the lease of
the parking garage to Evon. Effective October 1, 2008, Justice entered into an
installment sale agreement with Evon to purchase the remaining term of the
garage lease and related garage assets, and assumed the contract with Ace
Parking for the operations of the garage. Justice also leases a portion of the
lobby level of the Hotel to a day spa operator. Portsmouth also receives
management fees as a general partner of Justice for its services in overseeing
and managing the Partnership's assets. Those fees are eliminated in
consolidation.
-19-
In addition to the operations of the Hotel, the Company also generates income
from the ownership and management of real estate. Properties include eighteen
apartment complexes, two commercial real estate properties, and two single-
family houses as strategic investments. The properties are located throughout
the United States, but are concentrated in Texas and Southern California. The
Company also has investments in unimproved real property. All of the Company's
residential rental properties in California are managed by professional third
party property management companies and the rental properties outside of
California are managed by the Company. The commercial real estate in California
is also managed by the Company.
The Company acquires its investments in real estate and other investments
utilizing cash, securities or debt, subject to approval or guidelines of the
Board of Directors. The Company also invests in income-producing instruments,
equity and debt securities and will consider other investments if such
investments offer growth or profit potential.
Recent Developments
In January 2011, the Company sold its 132-unit apartment complex located in San
Antonio, Texas for $5,500,000 and recognized a gain on the sale of real estate
of $3,290,000. The Company received net proceeds of $2,030,000 after selling
costs and the pay-off of the related outstanding mortgage note payable of
$3,215,000. The proceeds were placed with a third party accommodator for the
purpose of executing a Section 1031 tax-deferred exchange for another property.
In April 2011, the Company purchased a 9-unit beachside apartment complex
located in Marina Del Rey, California for $4,000,000 to effectuate that
exchange. As part of the purchase, the Company obtained a mortgage note
payable in the amount of $1,487,000. The interest rate on the loan is fixed at
5.60% per annum, with monthly principal and interest payments based on a 30-
year amortization schedule. The note matures in May 2021.
In February 2011, the Company refinanced its $715,000 adjustable rate mortgage
note payable on its 9-unit apartment building located in Los Angeles,
California for a new 10-year fixed rate mortgage in the amount of $1,265,000.
The interest rate on the new loan is fixed at 5.89% per annum, with monthly
principal and interest payments based on a 30-year amortization schedule. The
note matures in March 2021. The Company received net proceeds of approximately
$367,000 from the refinancing.
In February 2011, the Company refinanced its $958,000 adjustable rate mortgage
note payable on its 14-unit apartment building located in Los Angeles,
California for a new 10-year fixed rate mortgage in the amount of $1,855,000.
The interest rate on the new loan is fixed at 5.89% per annum, with monthly
principal and interest payments based on a 30-year amortization schedule. The
note matures in March 2021. The Company received net proceeds of approximately
$687,000 from the refinancing.
Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31,
2010
The Company had net income of $1,430,000 for the three months ended March 31,
2011 compared to a net loss of $998,000 for the three months ended March 31,
2010. The change is primarily attributable to the significant gain realized
from the sale of real estate and the improvement in the operations of the
hotel.
The Company had a loss from hotel operations of $178,000 for the three months
ended March 31, 2011, compared to a loss of $1,216,000 for the three months
ended March 31, 2010. The significant reduction in the loss is primarily
attributable to a $719,000 decrease in depreciation and amortization expense as
-20-
many of the furniture and fixture improvements from the renovation of the Hotel
reached full deprecation during the current period. The Hotel also had a
significant increase in room revenues compared to the prior period. The
following table sets forth a more detailed presentation of Hotel operations for
the three months ended March 31, 2011 and 2010.
For the three months ended March 31, 2011 2010
--------------------------------------- ---------- ----------
Hotel revenues:
Hotel rooms $ 6,306,000 $ 5,392,000
Food and beverage 1,088,000 1,329,000
Garage 634,000 603,000
Other 159,000 132,000
---------- ----------
Total hotel revenues 8,187,000 7,456,000
Operating expenses, excluding interest, depreciation and
amortization (7,113,000) (6,670,000)
---------- ----------
Operating income before interest, depreciation and
amortization 1,074,000 786,000
Interest expense (701,000) (732,000)
Depreciation and amortization expense (551,000) (1,270,000)
---------- ----------
Loss from hotel operations $ (178,000) $(1,216,000)
========== ==========
For the three months ended March 31, 2011, the Hotel generated operating income
of $1,074,000 before interest, depreciation and amortization, on operating
revenues of $8,187,000 compared to operating income of $786,000, before
interest, depreciation and amortization, on operating revenues of $7,456,000
for the three months ended March 31, 2010. The increase in income from Hotel
operations is primarily attributable to a significant increase in room revenues
in the current period, partially offset by a decrease in food and beverage
revenues and an increase in operating expenses due to higher labor costs and
increased staffing to improve guest satisfaction as well as greater franchise
and management fees which are based on a percentage of revenues.
Room revenues increased by $914,000 for the three months ended March 31, 2011
compared to the three months ended December 31, 2010 and food and beverage
revenues decreased by $241,000 for the same period. The increase in room
revenues was primarily attributable to a significant increase in average daily
room rates during the three months ended March 31, 2011 as the Hotel continued
to see an increase in higher rated transient, corporate and business travel.
The decrease in food and beverage revenues was primarily attributable to less
group and meeting business with food components during the current period.
The following table sets forth the average daily room rate, average occupancy
percentage and room revenue per available room ("RevPar") of the Hotel for the
three months ended March 31, 2011 and 2010.
Three Months Ended Average Average
March 31, Daily Rate Occupancy% RevPar
----------------- ---------- --------- --------
2011 $157 82% $129
2010 $134 82% $110
The operations of the Hotel continued to experience an increase in the higher
rated business and group travel segments as the hospitality industry began to
see some recovery. That allowed the Hotel to reduce the amount of discounted
Internet business that it was forced to take in the prior period to maintain
occupancy in a very competitive market. As a result, the Hotel's average daily
rate increased by $23 for the three months ended March 31, 2011 compared to the
three months ended March 31, 2010, while occupancy remained at 82% for both
periods. As a result, the Hotel was able to achieve a RevPar number that was
$19 higher than the prior period.
-21-
During the past year we have seen our management team guide our Hotel through a
difficult economic period by taking bold steps to reduce expenses and implement
innovative strategies in order to improve operations and enhance our
competitiveness in the market. As a result, we believe that the Hotel is now
well positioned to take advantage of a recovery in the hotel industry. We will
continue in our efforts to upgrade our guest rooms and facilities and explore
new and innovative ways to differentiate the Hotel from its competition. Moving
forward, we will also focus on cultivating more international business,
especially from China, and capturing a higher percentage of corporate and group
travel. During the last quarter, we saw continued improvement in business
travel compared to the prior year. If that trend in the hotel industry
continues, it should translate into an increase in room revenues and
profitability.
While operating in a highly competitive rental market, real estate operations
remained relatively consistent. The Company had real estate revenues of
$3,224,000 for the three months ended March 31, 2011 compared with revenues of
$3,104,000 for the three months ended March 31, 2010. Real estate operating
expenses were $1,664,000 and $1,462,000 for the comparative periods.
Management continues to review and analyze the Company's real estate operations
to improve occupancy and rental rates and to reduce expenses and improve
efficiencies.
In January 2011, the Company sold its 132-unit apartment complex located in San
Antonio, Texas for $5,500,000 and recognized a gain on the sale of real estate
of $3,290,000. The Company received net proceeds of $2,030,000 after selling
costs and the pay-off of the related outstanding mortgage note payable of
$3,215,000. The proceeds were placed with a third party accommodator for the
purpose of executing a Section 1031 tax-deferred exchange for another property.
In April 2011, the Company purchased a 9-unit beachside apartment complex
located in Marina Del Rey, California for $4,000,000 to effectuate that
exchange. As part of the purchase, the Company obtained a 10-year mortgage
note payable in the amount of $1,487,000. The interest rate on the loan is
fixed at 5.60% per annum, with monthly principal and interest payments based on
a 30-year amortization schedule. The note matures in May 2021.
During the quarter, management took advantage of the favorable interest rate
environment and refinanced two of its California properties with fix rate
mortgages.
The Company had a net gain on marketable securities of $50,000 for the three
months ended March 31, 2011 compared to a net gain of $481,000 for the three
months ended March 31, 2010. For the three months ended March 31, 2011, the
Company had a net realized gain of $83,000 and a net unrealized loss of
$33,000. For the three months ended March 31, 2010, the Company had a net
realized loss of $368,000 and net unrealized gain of $849,000. 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
results of operations. However, the amount of gain or loss on marketable
securities for any given period may have no predictive value and variations in
amount from period to period may have no analytical value. For a more detailed
description of the composition of the Company's marketable securities please
see the Marketable Securities section below.
The Company may also invest, with the approval of the Securities Investment
Committee and other Company guidelines, in private investment equity funds and
other unlisted securities, such as convertible notes through private
placements. Those investments in non-marketable securities are carried at cost
on the Company's balance sheet as part of other investments, net of other than
temporary impairment losses. As of March 31, 2011, the Company had net other
investments of $17,760,000. Included in other investments are investments in
-22-
corporate debt and equity instruments which had attached warrants that were
considered derivative instruments. The Company recorded an unrealized loss of
$147,000 and $69,000, respectively, related to these warrants during the three
months ended March 31, 2011 and 2010.
Dividend and interest income increased to $178,000 for the quarter ended March
31, 2011 from $116,000 for the quarter ended March 31, 2010 primarily as the
result of the increased investment in dividend yielding securities.
Margin interest and trading expenses increased to $488,000 for the three months
ended March 31, 2011 from $306,000 for the three months ended March 31, 2010
primarily as the result of the increase in margin interest expense related to
the increase in the use of margin.
The provision for income tax (expense)benefit as a percentage of the
income(loss) before taxes was higher for the three months ended March 31, 2011
as compared to the three months ended March 31, 2010 primarily due to the lower
loss from Justice which resulted in a lower amount of noncontrolling interest
that was reconciled against the net loss of the Company for income tax
calculation purposes.
Nine Months Ended March 31, 2011 Compared to the Nine Months Ended March 31,
2010
The Company had net income of $12,052,000 for the nine months ended March 31,
2011 compared to a net loss of $3,046,000 for the nine months ended March 31,
2010. The change is primarily attributable to the significant income generated
from investing activities, the gain realized on the sale of real estate and the
improvement from hotel operations.
The Company had income from hotel operations of $395,000 for the nine months
ended March 31, 2011, compared to a loss of $1,608,000 for the nine months
ended March 31, 2010. The change to income from hotel operations from a loss is
primarily attributable to a $602,000 decrease in depreciation and amortization
expense as many of the furniture and fixture improvements from the renovation
of the Hotel reached full deprecation during the nine months ended March 31,
2011. The Hotel also had a significant increase in room revenues compared to
the prior period. The following table sets forth a more detailed presentation
of Hotel operations for the nine months ended March 31, 2011 and 2010.
For the nine months ended March 31, 2011 2010
----------------------------------- ---------- ----------
Hotel revenues:
Hotel rooms $ 20,522,000 $ 18,598,000
Food and beverage 3,771,000 3,398,000
Garage 1,915,000 1,869,000
Other 647,000 489,000
----------- -----------
Total hotel revenues 26,855,000 24,354,000
Operating expenses, excluding interest, depreciation and
amortization (21,246,000) (20,089,000)
----------- -----------
Operating income before interest, depreciation and
amortization 5,609,000 4,265,000
Interest expense (2,117,000) (2,174,000)
Depreciation and amortization expense (3,097,000) (3,699,000)
----------- -----------
Income (loss) from hotel operations $ 395,000 $ (1,608,000)
=========== ===========
-23-
For the nine months ended March 31, 2011, the Hotel generated operating income
of $5,609,000 before interest, depreciation and amortization, on operating
revenues of $26,855,000 compared to operating income of $4,265,000 before
interest, depreciation and amortization, on operating revenues of $24,354,000
for the nine months ended March 31, 2010. The increase in income from Hotel
operations is primarily attributable to increases in room, food and beverage,
and other revenues in the current period, partially offset by an increase in
operating expenses due to higher labor costs and increased staffing to improve
guest satisfaction as well as greater franchise and management fees which are
based on a percentage of revenues.
Room revenues increased by $1,924,000 for the nine months ended March 31, 2011
compared to the nine months ended March 31, 2010 and food and beverage revenues
increased by $373,000 for the same period. The increase in room revenues was
primarily attributable to a significant increase in average daily room rates
during the nine months ended March 31, 2011 as the Hotel began to see an
increase in higher rated corporate and group business travel, which also
resulted in higher in food and beverage revenues. The increase in other
revenues was primarily attributable group business that either canceled or was
less than guaranteed during the nine months of the current year.
The following table sets forth the average daily room rate, average occupancy
percentage and room revenue per available room ("RevPar") of the Hotel for the
nine months ended March 31, 2011 and 2010.
Nine Months Ended Average Average
March 31, Daily Rate Occupancy% RevPar
----------------- ---------- --------- --------
2011 $161 85% $138
2010 $143 87% $125
The operations of the Hotel continued to experience an increase in the higher
rated business and group travel segments as the hospitality industry began to
see some recovery. As a result, the Hotel's average daily rate increased
significantly by $18 for the nine months ended March 31, 2011 compared to the
nine months ended March 31, 2010. The modest decrease in occupancy of 2% was
due to the Hotel being able to reduce the amount of discounted Internet
business that it was forced to take in the prior period to maintain occupancy
in a very competitive market. As a result, the Hotel was able to achieve a
RevPar number that was $13 higher than the prior nine month period.
During the past year we have seen our management team guide our Hotel through a
difficult economic period by taking bold steps to reduce expenses and implement
innovative strategies in order to improve operations and enhance our
competitiveness in the market. As a result, we believe that the Hotel is now
well positioned to take advantage of a recovery in the hotel industry. We will
continue in our efforts to upgrade our guest rooms and facilities and explore
new and innovative ways to differentiate the Hotel from its competition. Moving
forward, we will also focus on cultivating more international business,
especially from China, and capturing a higher percentage of corporate and group
travel. During the last nine months, we have seen continued improvement in
business travel. If that trend in the hotel industry continues, it should
translate into an increase in room revenues and profitability.
While operating in a highly competitive rental market, real estate operations
remained relatively consistent. The Company had real estate revenues of
$9,326,000 for the nine months ended March 31, 2011 compared with revenues of
$9,226,000 for the nine months ended March 31, 2010. Real estate operating
expenses were $4,826,000 and $4,620,000 for the comparative periods.
Management continues to review and analyze the Company's real estate operations
to improve occupancy and rental rates and to reduce expenses and improve
efficiencies.
-24-
In January 2011, the Company sold its 132-unit apartment complex located in San
Antonio, Texas for $5,500,000 and recognized a gain on the sale of real estate
of $3,290,000. The Company received net proceeds of $2,030,000 after selling
costs and the pay-off of the related outstanding mortgage note payable of
$3,215,000. The proceeds were placed with a third party accommodator for the
purpose of executing a Section 1031 tax-deferred exchange for another property.
In April 2011, the Company purchased a 9-unit beachside apartment complex
located in Marina Del Rey, California for $4,000,000 to effectuate that
exchange. As part of the purchase, the Company obtained a 10-year mortgage
note payable in the amount of $1,487,000. The interest rate on the loan is
fixed at 5.60% per annum, with monthly principal and interest payments based on
a 30-year amortization schedule. The note matures in May 2021.
The Company had a net gain on marketable securities of $4,106,000 for the nine
months ended March 31, 2011 compared to a net loss on marketable securities of
$659,000 for the nine months ended March 31, 2010. For the nine months
ended March 31, 2011, the Company had a net realized gain of $302,000 and a net
unrealized gain of $3,804,000. For the nine months ended March 31, 2010, the
Company had a net realized gain of $3,780,000 and a net unrealized loss of
$4,439,000. 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 results of operations. However, the amount of gain or
loss on marketable securities for any given period may have no predictive value
and variations in amount from period to period may have no analytical value.
For a more detailed description of the composition of the Company's marketable
securities see the Marketable Securities section below.
The Company may also invest, with the approval of the Securities Investment
Committee and other Company guidelines, in private investment equity funds and
other unlisted securities, such as convertible notes through private
placements. Those investments in non-marketable securities are carried at cost
on the Company's balance sheet as part of other investments, net of other than
temporary impairment losses. As of March 31, 2011, the Company had net
other investments of $17,760,000. On October 20, 2010, as part of a debt
restructuring of one of its investments, the Company exchanged approximately
$13,231,000 in notes, convertible notes and debt instruments that it held in
Comstock Mining, Inc. ("Comstock" - OTCBB: LODE)) for 13,231 shares ($1,000
stated value) of newly created 7 1/2% Series A-1 Convertible Preferred Stock
(the "A-1 Preferred") of Comstock. Prior to the exchange, those notes and
convertible debt instruments had a carrying value of $1,809,000, net of
impairment adjustments. The Company accounted for the transaction as an
exchange of its debt securities and recorded the new instruments (A-1
Preferred) received based on their fair value. The Company estimated the fair
value of the A-1 Preferred at $1,000 per share, which was the stated value of
the instrument, for a total of $13,231,000. The fair value of the A-1
Preferred had a similar value to the Series B preferred stock financing (stated
value of $1,000 per share) by which Comstock concurrently raised $35.7 million
in new capital from other investors in October 2010. The Company recorded an
unrealized gain of $11,422,000 related to the preferred stock received as part
of the debt restructuring. During the nine months ended March 31, 2011 and
2010, the Company performed an impairment analysis of its other investments and
determined that one of its investments had other than temporary impairment and
recorded impairment losses of $540,000 and $1,148,000, for each respective
period.
Dividend and interest income increased to $789,000 for the nine months ended
March 31, 2011 from $248,000 for the nine months ended March 31, 2010 as the
result of receiving a dividend of $348,000 from Comstock and the increased
investment dividend yielding securities during the current period.
-25-
Margin interest and trading expenses increased to $1,115,000 for the nine
months ended March 31, 2011 from $1,034,000 for the nine months ended March 31,
2010 primarily as the result of the increase in margin interest expense related
to the increase in the use of margin.
The provision for income tax (expense)benefit as a percentage of the
income(loss) before taxes was higher for the nine months ended March 31, 2011
as compared to the nine months ended March 31, 2010 primarily due to the higher
income at the parent company relative to its subsidiaries(Justice, Portsmouth
and Santa Fe) compared to the prior period.
MARKETABLE SECURITIES AND OTHER INVESTMENTS
The Company's investment portfolio is diversified with 75 different equity
positions. The portfolio contains two individual equity securities that are
more than 5% of the equity value of the portfolio with the largest security
being 20.3% of the value of the portfolio. The amount of the Company's
investment in any particular issuer may increase or decrease, and additions or
deletions to its securities portfolio may occur, at any time. While it is the
internal policy of the Company to limit its initial investment in any single
equity to less than 5% of its total portfolio value, that investment could
eventually exceed 5% as a result of equity appreciation or reduction of other
positions. Marketable securities are stated at market value as determined by
the most recently traded price of each security at the balance sheet date.
As of March 31, 2011 and June 30, 2010, the Company had investments in
marketable equity securities of $21,344,000 and $7,712,000, respectively. The
following table shows the composition of the Company's marketable securities
portfolio by selected industry groups as of March 31, 2011 and June 30, 2010.
As of March 31, 2011
% of Total
Investment
Industry Group Fair Value Securities
-------------- ------------ ----------
Basic materials $ 5,220,000 24.5%
REITs 3,549,000 18.4%
Investment funds 3,932,000 16.6%
Services 2,963,000 13.9%
Financial services 1,562,000 7.3%
Other 4,118,000 19.3%
------------ ----------
$ 21,344,000 100.0%
============ ==========
June 30, 2010 % of Total
Investment
Industry Group Fair Value Securities
-------------- ------------ ----------
Investment funds $ 3,271,000 42.4%
REITs 1,946,000 25.2%
Healthcare 668,000 8.7%
Financial services 551,000 7.1%
Other 1,276,000 16.6%
---------- ------
$ 7,712,000 100.0%
========== ======
-26-
The following table shows the net gain or loss on the Company's marketable
securities and the associated margin interest and trading expenses for the
indicated periods.
For the three months ended March 31, 2011 2010
---------- -----------
Net gain on marketable securities $ 50,000 $ 481,000
Net loss on other investments (147,000) (69,000)
Impairment loss on other investments - (231,000)
Dividend and interest income 178,000 116,000
Margin interest expense (182,000) (75,000)
Trading and management expenses (306,000) (231,000)
---------- ----------
$ (407,000) $ (9,000)
========== ==========
For the nine months ended March 31, 2011 2010
---------- -----------
Net gain(loss) on marketable securities $ 4,106,000 $ (659,000)
Net gain on other investments 11,716,000 157,000
Impairment loss on other investments (540,000) (1,148,000)
Dividend and interest income 789,000 248,000
Margin interest expense (350,000) (340,000)
Trading and management expenses (765,000) (694,000)
---------- ----------
$14,956,000 $ (2,436,000)
========== ==========
FINANCIAL CONDITION AND LIQUIDITY
The Company's cash flows are primarily generated from its Hotel operations,
real estate operations and from the investment of its cash in marketable
securities and other investments.
Following the temporary suspension of operations in May 2005 for major
renovations, the Hotel started, and continues, to generate cash flows from its
operations. As a result, Justice was able to pay some limited partnership
distributions in fiscal years 2008 and 2009. However, due to the significant
downturn in the San Francisco hotel market beginning in September 2008 and the
continued weakness in domestic and international economies, no Partnership
distributions were paid in fiscal 2010. Since only a modest improvement in
economic conditions is expected in the lodging industry in calendar 2011, no
limited partnership distributions are anticipated in fiscal 2011. During such
periods, the Company has to depend more on the revenues generated from its real
estate operations, the investment of its cash and marketable securities and
from its general partner management fees. The general partners will continue to
monitor and review the operations and financial results of the Hotel and to set
the amount of any future distributions that may be appropriate based on
operating results, cash flows and other factors, including establishment of
reasonable reserves for debt payments and operating contingencies.
The new Justice Compensation Agreement that became effective on December 1,
2008, when Portsmouth assumed the role of managing general partner of Justice,
has provided additional cash flows to the Company. Under the new Compensation
Agreement, Portsmouth is now entitled to 80% of the minimum base fee to be paid
to the general partners of $285,000, while under the prior agreement,
Portsmouth was entitled to receive only 20% of the minimum base fee. During
the nine months ended March 31, 2011 and 2010, the Company received management
fees from Justice Investors totaling $243,000 and $214,000, respectively.
-27-
To meet its substantial financial commitments for the renovation and transition
of the Hotel to a Hilton, Justice had to rely on borrowings to meet its
obligations. On July 27, 2005, Justice entered into a first mortgage loan with
The Prudential Insurance Company of America in a principal amount of
$30,000,000 (the "Prudential Loan"). The term of the Prudential Loan is for
120 months at a fixed interest rate of 5.22% per annum. The Prudential Loan
calls for monthly installments of principal and interest in the amount of
approximately $165,000, calculated on a 30-year amortization schedule. The Loan
is collateralized by a first deed of trust on the Partnership's Hotel property,
including all improvements and personal property thereon and an assignment of
all present and future leases and rents. The Prudential Loan is without
recourse to the limited and general partners of Justice. The principal balance
of the Prudential Loan was $27,315,000 as of March 31, 2011.
On March 27, 2007, Justice entered into a second mortgage loan with Prudential
(the "Second Prudential Loan") in a principal amount of $19,000,000. The term
of the Second Prudential Loan is for 100 months and matures on August 5, 2015,
the same date as the first Prudential Loan. The Second Prudential Loan is at a
fixed interest rate of 6.42% per annum and calls for monthly installments of
principal and interest in the amount of $119,000, calculated on a 30-year
amortization schedule. The Second Prudential Loan is collateralized by a second
deed of trust on the Partnership's Hotel property, including all improvements
and personal property thereon and an assignment of all present and future
leases and rents. The Second Prudential Loan is also without recourse to the
limited and general partners of Justice. The principal balance of the Second
Prudential Loan was $18,071,000 as of March 31, 2011.
Effective April 29, 2010, the Partnership obtained a modification of its
$2,500,000 unsecured revolving line of credit facility with East West Bank
(formerly United Commercial Bank) that was to mature on April 30, 2010, and
converted that line of credit facility to an unsecured term loan. The
modification provides that Justice will pay the $2,500,000 balance on its line
of credit facility over a period of four years, to mature on April 30, 2014.
This term loan calls for monthly principal and interest payments of $41,000,
calculated on a nine-year amortization schedule, with interest only from May 1,
2010 to August 31, 2010. Pursuant to the modification, the annual floating
interest rate was reduced by 0.5% to the Wall Street Journal Prime Rate plus
2.5% (with a minimum floor rate of 5.0% per annum). The modification includes
financial covenants written to reflect financial conditions that all hotels are
facing. The covenants include specific financial ratios and a return to minimum
profitability by June 2011. Management believes that the Partnership has the
ability to meet the specific covenants and the Partnership was in compliance
with the covenants as of March 31, 2011. As of March 31, 2011 the outstanding
balance was $2,292,000.
Despite the downturns in the economy, the Hotel has continued to generate
positive cash flows. While the debt service requirements related to the two
Prudential loans, as well as the new term loan to pay off the line of credit,
may create some additional risk for the Company and its ability to generate
cash flows in the future since the Partnership's assets had been virtually debt
free for a number of years, management believes that cash flows from the
operations of the Hotel and the garage will continue to be sufficient to meet
all of the Partnership's current and future obligations and financial
requirements. Management also believes that there is sufficient equity in the
Hotel assets to support future borrowings, if necessary, to fund any new
capital improvements and other requirements.
In January 2011, the Company sold its 132-unit apartment complex located in San
Antonio, Texas for $5,500,000 and recognized a gain on the sale of real estate
of $3,290,000. The Company received net proceeds of $2,030,000 after selling
costs and the pay-off of the related outstanding mortgage note payable of
-28-
$3,215,000. The proceeds were placed with a third party accommodator for the
purpose of executing a Section 1031 tax-deferred exchange for another property.
In April 2011, the Company purchased a 9-unit beachside apartment complex
located in Marina Del Rey, California for $4,000,000. As part of the purchase,
the Company obtained a 10-year mortgage note payable in the amount of
$1,487,000. The interest rate on the loan is fixed at 5.60% per annum, with
monthly principal and interest payments based on a 30-year amortization
schedule. The note matures in May 2021.
In February 2011, the Company refinanced its $715,000 adjustable rate mortgage
note payable on its 9-unit apartment building located in Los Angeles,
California for a new 10-year fixed rate mortgage in the amount of $1,265,000.
The interest rate on the new loan is fixed at 5.89% per annum, with monthly
principal and interest payments based on a 30-year amortization schedule. The
note matures in March 2021. The Company received net proceeds of approximately
$367,000 from the refinancing.
In February 2011, the Company refinanced its $958,000 adjustable rate mortgage
note payable on its 14-unit apartment building located in Los Angeles,
California for a new 10-year fixed rate mortgage in the amount of $1,855,000.
The interest rate on the new loan is fixed at 5.89% per annum, with monthly
principal and interest payments based on a 30-year amortization schedule. The
note matures in March 2021. The Company received net proceeds of approximately
$687,000 from the refinancing.
In November 2010, the Company refinanced its $1,641,000 adjustable rate
mortgage note payable on its 27-unit apartment building located in Los Angeles,
California for a new 10-year fixed rate mortgage in the amount of $3,260,000.
The interest rate on the new loan is fixed at 4.85% per annum, with monthly
principal and interest payments based on a 30-year amortization schedule. The
note matures in December 2020. The Company received net proceeds of
approximately $1,507,000 from the refinancing.
In November 2010, the Company also refinanced its $3,569,000 adjustable rate
mortgage note payable on its 31-unit apartment building located in Los Angeles,
California for a new 10-year fixed rate mortgage in the amount of $5,787,000.
The interest rate on the new loan is fixed at 4.85% per annum, with monthly
principal and interest payments based on a 30-year amortization schedule. The
note matures in December 2020. The Company received net proceeds of
approximately $2,078,000 from the refinancing.
The Company has invested in short-term, income-producing instruments and in
equity and debt securities when deemed appropriate. The Company's marketable
securities are classified as trading with unrealized gains and losses recorded
through the consolidated statements of operations.
Management believes that its cash, marketable securities, and the cash flows
generated from those assets and from its real estate operations, partnership
distributions and management fees, will be adequate to meet the Company's
current and future obligations.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off balance sheet arrangements.
-29-
MATERIAL CONTRACTUAL OBLIGATIONS
The following table provides a summary of the Company's material financial
obligations and related interest.
Total Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter
------------ ---------- ---------- ---------- ----------- ---------- -----------
Mortgage notes payable $116,686,000 $ 566,000 $ 2,341,000 $34,082,000 $ 3,294,000 $5,424,000 $70,979,000
Other notes payable 3,181,000 384,000 641,000 569,000 1,557,000 30,000 -
Operating leases 535,000 23,000 93,000 87,000 107,000 111,000 114,000
Interest 34,047,000 1,686,000 6,562,000 6,248,000 4,501,000 4,112,000 10,938,000
----------- --------- ---------- ---------- ---------- --------- ----------
Total $154,449,000 $2,659,000 $9,637,000 $40,986,000 $ 9,459,000 $9,677,000 $82,031,000
=========== ========= ========== ========== ========== ========= ==========
IMPACT OF INFLATION
Hotel room rates are typically impacted by supply and demand factors, not
inflation, since rental of a hotel room is usually for a limited number of
nights. Room rates can be, and usually are, adjusted to account for
inflationary cost increases. Since Prism has the power and ability under the
terms of its management agreement to adjust hotel room rates on an ongoing
basis, there should be minimal impact on partnership revenues due to inflation.
Partnership revenues are also subject to interest rate risks, which may be
influenced by inflation. For the two most recent fiscal years, the impact of
inflation on the Company's income is not viewed by management as material.
The Company's residential rental properties provide income from short-term
operating leases and no lease extends beyond one year. Rental increases are
expected to offset anticipated increased property operating expenses.
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those that are most significant to the
presentation of our financial position and results of operations and require
judgments by management in order to make estimates about the effect of matters
that are inherently uncertain. The preparation of these condensed financial
statements requires us to make estimates and judgments that affect the reported
amounts in our consolidated financial statements. We evaluate our estimates on
an on-going basis, including those related to the consolidation of our
subsidiaries, to our revenues, allowances for bad debts, accruals, asset
impairments, other investments, income taxes and commitments and contingencies.
We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities. The actual results may differ from these estimates or our
estimates may be affected by different assumptions or conditions.
Item 4. Controls and Procedures.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's Chief
Executive Officer and Principal Financial Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the
quarterly period covered by this Quarterly Report on Form 10-Q. Based upon
such evaluation, the Chief Executive Officer and Principal Financial Officer
have concluded that, as of the end of such period, the Company's disclosure
-30-
controls and procedures are effective in ensuring that information required to
be disclosed in this filing is accumulated and communicated to management and
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in the Company's internal control over financial
reporting during the last quarterly period covered by this Quarterly Report on
Form 10-Q that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II
OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None.
(b) Not applicable.
(c) Purchases of equity securities by the small business issuer and
affiliated purchasers.
The following table reflects purchases of InterGroup's common stock made by
InterGroup Corporation, for its own account, during the third quarter of its
fiscal year ending June 30, 2011.
ISSUER PURCHASES OF EQUITY SECURITIES
(c)Total Number (d)Maximum Number
(a)Total (b) of Shares Purchased of Shares that May
Fiscal Number of Average as Part of Publicly Yet Be Purchased
2011 Shares Price Paid Announced Plans Under the Plans
Period Purchased Per Share or Programs or Programs (1)
--------------------------------------------------------------------------------------
Month #1
(Jan. 1- - - - 106,012
Jan 31)
--------------------------------------------------------------------------------------
Month #2
(Feb. 1- 25,000 $21.17 25,000 81,012
Feb. 28)
--------------------------------------------------------------------------------------
Month #3
(March 1- 9,840 $21.00 9,840 71,172
March 31)
--------------------------------------------------------------------------------------
Total 34,840 $21.12 34,840 71,172
--------------------------------------------------------------------------------------
The Company has only one stock repurchase program. The program was initially
announced on January 13, 1998 and was amended on February 10, 2003 and October
12, 2004. The total number of shares authorized to be repurchased pursuant to
those prior authorizations was 870,000, adjusted for stock splits. On June 3,
2009, the Board of Directors authorized the Company to purchase up to an
-31-
additional 125,000 shares of Company's common stock. The purchases will be
made, in the discretion of management, from time to time, in the open market or
through privately negotiated third party transactions depending on market
conditions and other factors. The Company's repurchase program has no
expiration date and can be amended from time to time in the discretion of the
Board of Directors. No plan or program expired during the period covered by the
table.
Item 6. Exhibits.
(a) Exhibits
31.1 Certification of Chief Executive Officer of Periodic Report
Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
31.2 Certification of Principal Financial Officer of Periodic Report
Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
32.1 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350.
32.2 Certification of Principal Financial Officer Pursuant to 18
U.S.C. Section 1350.
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.
THE INTERGROUP CORPORATION
(Registrant)
Date: May 12, 2011 by /s/ John V. Winfield
----------------------------
John V. Winfield, President,
Chairman of the Board and
Chief Executive Officer
Date: May 12, 2011 by /s/ David Nguyen
------------------------------
David Nguyen, Treasurer
and Controller
(Principal Financial Officer)
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