x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DELAWARE | 13-3293645 |
(State or other jurisdiction of | (I.R.S. Employer |
Incorporation or organization) | Identification No.) |
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
Page | ||
PART I FINANCIAL INFORMATION | ||
| ||
Item 1. | Financial Statements. | |
Condensed Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and June 30, 2012 | 3 | |
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months ended | ||
March 31, 2013 and 2012 | 4 | |
Condensed Consolidated Statements of Operations (Unaudited) for the Nine Months ended | ||
March 31, 2013 and 2012 | 5 | |
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months ended | ||
March 31, 2013 and 2012 | 6 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 16 |
Item 4. | Controls and Procedures. | 25 |
PART II OTHER INFORMATION | ||
Item5. | Other Information | 25 |
Item 6. | Exhibits. | 26 |
Signatures | 26 |
As of | | March 31, 2013 | | June 30, 2012 | | ||
| | (Unaudited) | | | | ||
ASSETS | | | | | | | |
Investment in hotel, net | | $ | 41,458,000 | | $ | 40,678,000 | |
Investment in real estate, net | | | 65,513,000 | | | 65,051,000 | |
Investment in marketable securities | | | 12,963,000 | | | 8,981,000 | |
Other investments, net | | | 15,396,000 | | | 15,661,000 | |
Cash and cash equivalents | | | 1,023,000 | | | 2,100,000 | |
Restricted cash | | | 1,731,000 | | | 1,977,000 | |
Other assets, net | | | 6,430,000 | | | 5,373,000 | |
| | | | | | | |
Total assets | | $ | 144,514,000 | | $ | 139,821,000 | |
| | | | | | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | |
Liabilities: | | | | | | | |
Accounts payable and other liabilities | | $ | 3,372,000 | | $ | 3,628,000 | |
Accounts payable and other liabilities - hotel | | | 9,316,000 | | | 8,119,000 | |
Due to securities broker | | | 4,584,000 | | | 1,729,000 | |
Obligations for securities sold | | | 725,000 | | | 731,000 | |
Other notes payable - hotel | | | 1,646,000 | | | 2,072,000 | |
Mortgage notes payable - hotel | | | 43,645,000 | | | 44,321,000 | |
Mortgage notes payable - real estate | | | 73,497,000 | | | 70,654,000 | |
Deferred income taxes | | | 4,727,000 | | | 4,981,000 | |
Total liabilities | | | 141,512,000 | | | 136,235,000 | |
| | | | | | | |
Commitments and contingencies | | | | | | | |
| | | | | | | |
Shareholders' equity: | | | | | | | |
Preferred stock, $.01 par value, 100,000 shares | | | | | | | |
authorized; none issued | | | - | | | - | |
Common stock, $.01 par value, 4,000,000 shares authorized; | | | | | | | |
3,354,241 and 3,346,588 issued; 2,355,249 and 2,347,596 | | | | | | | |
outstanding, respectively | | | 33,000 | | | 33,000 | |
Additional paid-in capital | | | 9,616,000 | | | 9,417,000 | |
Retained earnings | | | 9,824,000 | | | 10,614,000 | |
Treasury stock, at cost, 998,992 shares | | | (11,757,000) | | | (11,757,000) | |
Total InterGroup shareholders' equity | | | 7,716,000 | | | 8,307,000 | |
Noncontrolling interest | | | (4,714,000) | | | (4,721,000) | |
Total shareholders' equity | | | 3,002,000 | | | 3,586,000 | |
| | | | | | | |
Total liabilities and shareholders' equity | | $ | 144,514,000 | | $ | 139,821,000 | |
For the three months ended March 31, | | 2013 | | 2012 | | ||
Revenues: | | | | | | | |
Hotel | | $ | 10,475,000 | | $ | 10,154,000 | |
Real estate | | | 3,904,000 | | | 3,649,000 | |
Total revenues | | | 14,379,000 | | | 13,803,000 | |
Costs and operating expenses: | | | | | | | |
Hotel operating expenses | | | (9,563,000) | | | (8,572,000) | |
Real estate operating expenses | | | (2,101,000) | | | (2,013,000) | |
Depreciation and amortization expense | | | (1,144,000) | | | (1,115,000) | |
General and administrative expense | | | (549,000) | | | (502,000) | |
| | | | | | | |
Total costs and operating expenses | | | (13,357,000) | | | (12,202,000) | |
| | | | | | | |
Income from operations | | | 1,022,000 | | | 1,601,000 | |
Other income (expense): | | | | | | | |
Interest expense | | | (1,418,000) | | | (1,535,000) | |
Net gain on marketable securities | | | 257,000 | | | 1,454,000 | |
Net unrealized gain (loss) on other investments and derivative instruments | | | 17,000 | | | (40,000) | |
Impairment loss on other investments | | | - | | | (52,000) | |
Dividend and interest income | | | 13,000 | | | 63,000 | |
Trading and margin interest expense | | | (435,000) | | | (442,000) | |
Other expense, net | | | (1,566,000) | | | (552,000) | |
| | | | | | | |
Income (loss) before income taxes | | | (544,000) | | | 1,049,000 | |
Income tax benefit (expense) | | | 60,000 | | | (287,000) | |
Income (loss) from continuing operations | | | (484,000) | | | 762,000 | |
Discontinued operations: | | | | | | | |
Income from discontinued operations | | | - | | | 12,000 | |
Gain on sale of real estate | | | - | | | 1,710,000 | |
Income tax expense | | | - | | | (720,000) | |
Income from discontinued operations | | | - | | | 1,002,000 | |
Net (loss) income | | | (484,000) | | | 1,764,000 | |
Less: Net loss (income) attributable to the noncontrolling interest | | | 285,000 | | | (245,000) | |
Net (loss) income attributable to InterGroup | | $ | (199,000) | | $ | 1,519,000 | |
| | | | | | | |
Net (loss) income per share from continuing operations | | | | | | | |
Basic | | $ | (0.21) | | $ | 0.32 | |
Diluted | | $ | (0.21) | | $ | 0.31 | |
Net income per share from discontinued operations | | | | | | | |
Basic | | $ | - | | $ | 0.42 | |
Diluted | | $ | - | | $ | 0.40 | |
Net (loss) income per share attributable to InterGroup | | | | | | | |
Basic | | $ | (0.08) | | $ | 0.63 | |
Diluted | | $ | (0.08) | | $ | 0.61 | |
| | | | | | | |
Weighted average number of basic common shares outstanding | | | 2,355,249 | | | 2,404,844 | |
Weighted average number of diluted common shares outstanding | | | 2,355,249 | | | 2,476,185 | |
For the nine months ended March 31, | | 2013 | | 2012 | | ||
Revenues: | | | | | | | |
Hotel | | $ | 33,581,000 | | $ | 31,675,000 | |
Real estate | | | 11,657,000 | | | 10,789,000 | |
Total revenues | | | 45,238,000 | | | 42,464,000 | |
Costs and operating expenses: | | | | | | | |
Hotel operating expenses | | | (28,125,000) | | | (24,513,000) | |
Real estate operating expenses | | | (6,460,000) | | | (5,925,000) | |
Depreciation and amortization expense | | | (3,421,000) | | | (3,304,000) | |
General and administrative expense | | | (1,584,000) | | | (1,400,000) | |
| | | | | | | |
Total costs and operating expenses | | | (39,590,000) | | | (35,142,000) | |
| | | | | | | |
Income from operations | | | 5,648,000 | | | 7,322,000 | |
| | | | | | | |
Other income (expense): | | | | | | | |
Interest expense | | | (4,761,000) | | | (4,692,000) | |
Net loss on marketable securities | | | (326,000) | | | (3,387,000) | |
Net unrealized loss on other investments and derivative instruments | | | (221,000) | | | (457,000) | |
Impairment loss on other investments | | | - | | | (684,000) | |
Dividend and interest income | | | 582,000 | | | 662,000 | |
Trading and margin interest expense | | | (1,260,000) | | | (1,248,000) | |
Other expense, net | | | (5,986,000) | | | (9,806,000) | |
| | | | | | | |
Loss before income taxes | | | (338,000) | | | (2,484,000) | |
Income tax benefit | | | 254,000 | | | 1,290,000 | |
Loss from continuing operations | | | (84,000) | | | (1,194,000) | |
Discontinued operations: | | | | | | | |
Income from discontinued operations | | | - | | | 59,000 | |
Gain on sale of real estate | | | | | | 1,710,000 | |
Income tax expense | | | - | | | (739,000) | |
Income from discontinued operations | | | - | | | 1,030,000 | |
Net loss | | | (84,000) | | | (164,000) | |
Less: Net income attributable to the noncontrolling interest | | | (706,000) | | | (1,391,000) | |
Net loss attributable to InterGroup | | $ | (790,000) | | $ | (1,555,000) | |
| | | | | | | |
Net loss per share from continuing operations | | | | | | | |
Basic | | $ | (0.04) | | $ | (0.50) | |
Diluted | | $ | (0.04) | | $ | (0.50) | |
Net income per share from discontinued operations | | | | | | | |
Basic | | $ | - | | $ | 0.43 | |
Diluted | | $ | - | | $ | 0.43 | |
Net loss per share attributable to InterGroup | | | | | | | |
Basic | | $ | (0.34) | | $ | (0.65) | |
Diluted | | $ | (0.34) | | $ | (0.65) | |
| | | | | | | |
Weighted average number of basic common shares outstanding | | | 2,353,846 | | | 2,403,621 | |
Weighted average number of diluted common shares outstanding | | | 2,353,846 | | | 2,403,621 | |
For the nine months ended March 31, | | 2013 | | 2012 | | ||
Cash flows from operating activities: | | | | | | | |
Net loss | | $ | (84,000) | | $ | (164,000) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | |
Gain on sale of real estate | | | - | | | (1,710,000) | |
Depreciation and amortization | | | 3,421,000 | | | 3,329,000 | |
Net unrealized loss on marketable securities | | | 591,000 | | | 2,273,000 | |
Unrealized loss on other investments and derivative instruments | | | 221,000 | | | 457,000 | |
Impairment loss on other investments | | | - | | | 684,000 | |
Stock compensation expense | | | 359,000 | | | 241,000 | |
Changes in assets and liabilities: | | | | | | | |
Investment in marketable securities | | | (4,573,000) | | | (608,000) | |
Other assets | | | (1,075,000) | | | (502,000) | |
Accounts payable and other liabilities | | | 941,000 | | | (612,000) | |
Due to securities broker | | | 2,855,000 | | | (1,183,000) | |
Obligations for securities sold | | | (6,000) | | | 951,000 | |
Deferred taxes | | | (254,000) | | | (551,000) | |
Net cash provided by operating activities | | | 2,396,000 | | | 2,605,000 | |
| | | | | | | |
Cash flows from investing activities: | | | | | | | |
Net proceeds from sale of real estate | | | - | | | 4,111,000 | |
Investment in hotel | | | (2,596,000) | | | (2,132,000) | |
Investment in real estate | | | (2,049,000) | | | (236,000) | |
Proceeds from other investments | | | 44,000 | | | 257,000 | |
Investment in Santa Fe | | | (146,000) | | | (471,000) | |
Investment in Portsmouth | | | (75,000) | | | (145,000) | |
Restricted cash | | | 246,000 | | | 516,000 | |
Net cash (used in) provided by investing activities | | | (4,576,000) | | | 1,900,000 | |
| | | | | | | |
Cash flows from financing activities: | | | | | | | |
Distributions and dividends to noncontrolling interest | | | (638,000) | | | (500,000) | |
Borrowings from mortgage notes payable | | | 33,195,000 | | | 2,095,000 | |
Principal payments on mortgage notes payable | | | (31,028,000) | | | (4,158,000) | |
Payments on other notes payable | | | (426,000) | | | (349,000) | |
Purchase of treasury stock | | | - | | | (1,458,000) | |
Net cash provided by (used in) financing activities | | | 1,103,000 | | | (4,370,000) | |
| | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (1,077,000) | | | 135,000 | |
Cash and cash equivalents at the beginning of the period | | | 2,100,000 | | | 1,364,000 | |
Cash and cash equivalents at the end of the period | | $ | 1,023,000 | | $ | 1,499,000 | |
| | | | | | | |
Supplemental information: | | | | | | | |
Interest paid | | $ | 5,226,000 | | $ | 5,154,000 | |
| | | | Accumulated | | Net Book | | |||
March 31, 2013 | | Cost | | Depreciation | | Value | | |||
| | | | | | | | | | |
Land | | $ | 2,738,000 | | $ | - | | $ | 2,738,000 | |
Furniture and equipment | | | 21,955,000 | | | (19,036,000) | | | 2,919,000 | |
Building and improvements | | | 58,343,000 | | | (22,542,000) | | | 35,801,000 | |
| | $ | 83,036,000 | | $ | (41,578,000) | | $ | 41,458,000 | |
| | | | | | | | | | |
| | | | | Accumulated | | Net Book | | ||
June 30, 2012 | | Cost | | Depreciation | | Value | | |||
| | | | | | | | | | |
Land | | $ | 2,738,000 | | $ | - | | $ | 2,738,000 | |
Furniture and equipment | | | 20,856,000 | | | (18,185,000) | | | 2,671,000 | |
Building and improvements | | | 56,909,000 | | | (21,640,000) | | | 35,269,000 | |
| | $ | 80,503,000 | | $ | (39,825,000) | | $ | 40,678,000 | |
As of | | March 31, 2013 | | June 30, 2012 | | ||
Land | | $ | 25,781,000 | | $ | 25,781,000 | |
Buildings, improvements and equipment | | | 73,167,000 | | | 71,119,000 | |
Accumulated depreciation | | | (33,435,000) | | | (31,849,000) | |
Investment in real estate, net | | $ | 65,513,000 | | $ | 65,051,000 | |
For the three months ended March 31, | 2012 | |
Revenues | $ | 28,000 |
Expenses | | (16,000) |
Income from discontinued operations | $ | 12,000 |
| | |
For the nine months ended March 31, | 2012 | |
Revenues | $ | 208,000 |
Expenses | | (149,000) |
Income from discontinued operations | $ | 59,000 |
| | | | | Gross | | Gross | | Net | | Fair | | ||||
Investment | | Cost | | Unrealized Gain | | Unrealized Loss | | Unrealized Gain | | Value | | |||||
| | | | | | | | | | | | | | | | |
As of March 31, 2013 | | | | | | | | | | | | | | | | |
Corporate | | | | | | | | | | | | | | | | |
Equities | | $ | 11,677,000 | | $ | 3,349,000 | | $ | (2,063,000) | | $ | 1,286,000 | | $ | 12,963,000 | |
| | | | | | | | | | | | | | | | |
As of June 30, 2012 | | | | | | | | | | | | | | | | |
Corporate | | | | | | | | | | | | | | | | |
Equities | | $ | 7,181,000 | | $ | 3,797,000 | | $ | (1,997,000) | | $ | 1,800,000 | | $ | 8,981,000 | |
For the three months ended March 31, | | 2013 | | 2012 | | ||
Realized gain on marketable securities | | $ | 484,000 | | $ | 722,000 | |
Unrealized (loss) gain on marketable securities | | | (227,000) | | | 732,000 | |
| | | | | | | |
Net gain on marketable securities | | $ | 257,000 | | $ | 1,454,000 | |
| | | | | | | |
For the nine months ended March 31, | | 2013 | | 2012 | | ||
Realized gain (loss) on marketable securities | | $ | 265,000 | | $ | (1,114,000) | |
Unrealized loss on marketable securities | | | (591,000) | | | (2,273,000) | |
| | | | | | | |
Net loss on marketable securities | | $ | (326,000) | | $ | (3,387,000) | |
Type | | March 31, 2013 | | June 30, 2012 | | ||
Preferred stock - Comstock, at cost | | $ | 13,231,000 | | $ | 13,231,000 | |
Private equity hedge fund, at cost | | | 1,879,000 | | | 1,879,000 | |
Corporate debt and equity instruments, at cost | | | 269,000 | | | 269,000 | |
Warrants - at fair value | | | 17,000 | | | 282,000 | |
| | $ | 15,396,000 | | $ | 15,661,000 | |
As of March 31, 2013 | | Level 1 | | Level 2 | | Level 3 | | Total | | ||||
Assets: | | | | | | | | | | | | | |
Cash equivalents - money market | | $ | 3,000 | | $ | - | | $ | - | | $ | 3,000 | |
Restricted cash - mortgage escrow | | | 1,731,000 | | | - | | | - | | | 1,731,000 | |
Other investments - warrants | | | - | | | - | | | 17,000 | | | 17,000 | |
Investment in marketable securities: | | | | | | | | | | | | | |
Basic materials | | | 4,425,000 | | | - | | | - | | | 4,425,000 | |
Technology | | | 3,293,000 | | | - | | | - | | | 3,293,000 | |
Financial services | | | 1,722,000 | | | - | | | - | | | 1,722,000 | |
REITs and real estate companies | | | 569,000 | | | - | | | - | | | 569,000 | |
Other | | | 2,954,000 | | | - | | | - | | | 2,954,000 | |
| | | 12,963,000 | | | - | | | - | | | 12,963,000 | |
| | $ | 14,697,000 | | $ | - | | $ | 17,000 | | $ | 14,714,000 | |
Liabilities: | | | | | | | | | | | | | |
Interest rate swap | | $ | - | | $ | 16,000 | | $ | - | | $ | 16,000 | |
As of June 30, 2012 | | Level 1 | | Level 2 | | Level 3 | | Total | | ||||
Assets: | | | | | | | | | | | | | |
Cash equivalents - money market | | $ | 3,000 | | $ | - | | $ | - | | $ | 3,000 | |
Restricted cash - mortgage escrow | | | 1,977,000 | | | - | | | - | | | 1,977,000 | |
Other investments - warrants | | | | | | - | | | 282,000 | | | 282,000 | |
Investment in marketable securities: | | | | | | | | | | | | | |
Basic materials | | | 4,706,000 | | | - | | | - | | | 4,706,000 | |
Technology | | | 1,203,000 | | | - | | | - | | | 1,203,000 | |
REITs and real estate companies | | | 866,000 | | | - | | | - | | | 866,000 | |
Financial services | | | 743,000 | | | - | | | - | | | 743,000 | |
Other | | | 1,463,000 | | | - | | | - | | | 1,463,000 | |
| | | 8,981,000 | | | - | | | - | | | 8,981,000 | |
| | $ | 10,961,000 | | $ | - | | $ | 282,000 | | $ | 11,243,000 | |
Liabilities: | | | | | | | | | | | | | |
Interest rate swap | | $ | - | | $ | 60,000 | | $ | - | | $ | 60,000 | |
| | | | | | | | | | | | | Net loss for the nine months | | ||
Assets | | Level 1 | | Level 2 | | Level 3 | | March 31, 2013 | | ended March 31, 2013 | | |||||
| | | | | | | | | | | | | | | | |
Other non-marketable investments | | $ | - | | $ | - | | $ | 15,396,000 | | $ | 15,396,000 | | $ | - | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Net loss for the nine months | | ||
Assets | | Level 1 | | Level 2 | | Level 3 | | June 30, 2012 | | ended March 31, 2012 | | |||||
| | | | | | | | | | | | | | | | |
Other non-marketable investments | | $ | - | | $ | - | | $ | 15,379,000 | | $ | 15,379,000 | | $ | (684,000) | |
| | | | Number of | | Weighted Average | | Weighted Average | | Aggregate | | ||||
| | | | Shares | | Exercise Price | | Remaining Life | | Intrinsic Value | | ||||
| | | | | | | | | | | | | | | |
Oustanding at | | June 30, 2011 | | | 162,000 | | $ | 11.02 | | | 6.48 years | | $ | 2,252,000 | |
Granted | | | | | 95,000 | | | 20.04 | | | | | | | |
Exercised | | | | | - | | | - | | | | | | | |
Forfeited | | | | | - | | | - | | | | | | | |
Exchanged | | | | | (15,000) | | | 13.72 | | | | | | | |
Oustanding at | | June 30, 2012 | | | 242,000 | | $ | 14.55 | | | 7.46 years | | $ | 2,050,000 | |
Exercisable at | | June 30, 2012 | | | 87,000 | | $ | 11.48 | | | 4.92 years | | $ | 1,046,000 | |
Vested and Expected to vest at | | June 30, 2012 | | | 242,000 | | $ | 14.55 | | | 7.46 years | | $ | 2,050,000 | |
| | | | | | | | | | | | | | | |
Oustanding at | | June 30, 2012 | | | 242,000 | | $ | 14.55 | | | 7.46 years | | $ | 2,050,000 | |
Granted | | | | | - | | | - | | | | | | | |
Exercised | | | | | - | | | - | | | | | | | |
Forfeited | | | | | - | | | - | | | | | | | |
Exchanged | | | | | - | | | - | | | | | | | |
Oustanding at | | March 31, 2013 | | | 242,000 | | $ | 14.55 | | | 6.71 | | $ | 2,252,000 | |
Exercisable at | | March 31, 2013 | | | 125,000 | | $ | 12.48 | | | 5.3 | | $ | 1,418,000 | |
Vested and Expected to vest at | | March 31, 2013 | | | 242,000 | | $ | 14.55 | | | 6.71 | | $ | 2,252,000 | |
| | | | | | Weighted Average | | ||
| | | | | | Grant Date | | ||
| | | | Number of RSUs | | Fair Value | | ||
RSUs outstanding as of | | June 30, 2011 | | | 20,884 | | $ | 16.14 | |
Granted | | | | | 8,245 | | | 24.94 | |
Converted to common stock | | | | | (20,884) | | | 16.14 | |
RSUs outstanding as of | | June 30, 2012 | | | 8,245 | | | 24.94 | |
Granted | | | | | - | | | - | |
Converted to common stock | | | | | (4,125) | | | 24.94 | |
RSUs outstanding as of | | March 31, 2013 | | | 4,120 | | $ | 24.94 | |
As of and for the three months | | Hotel | | Real Estate | | Investment | | | | | | | Discontinued | | | | | |||||
ended March 31, 2013 | | Operations | | Operations | | Transactions | | Other | | Subtotal | | Operations | | Total | | |||||||
Revenues | | $ | 10,475,000 | | $ | 3,904,000 | | $ | - | | $ | - | | $ | 14,379,000 | | $ | - | | $ | 14,379,000 | |
Segment operating expenses | | | (9,563,000) | | | (2,101,000) | | | - | | | (549,000) | | | (12,213,000) | | | - | | | (12,213,000) | |
Segment income (loss) from operations | | | 912,000 | | | 1,803,000 | | | - | | | (549,000) | | | 2,166,000 | | | - | | | 2,166,000 | |
Interest expense | | | (648,000) | | | (770,000) | | | - | | | - | | | (1,418,000) | | | - | | | (1,418,000) | |
Depreciation and amortization expense | | | (609,000) | | | (535,000) | | | | | | | | | (1,144,000) | | | | | | (1,144,000) | |
Loss from investments | | | - | | | - | | | (148,000) | | | - | | | (148,000) | | | - | | | (148,000) | |
Income tax benefit | | | - | | | - | | | - | | | 60,000 | | | 60,000 | | | - | | | 60,000 | |
Net income (loss) | | $ | (345,000) | | $ | 498,000 | | $ | (148,000) | | $ | (489,000) | | $ | (484,000) | | $ | - | | $ | (484,000) | |
Total assets | | $ | 41,458,000 | | $ | 65,513,000 | | $ | 28,359,000 | | $ | 9,184,000 | | $ | 144,514,000 | | $ | - | | $ | 144,514,000 | |
| | | | | | | | | | | | | | | | | | | | | | |
As of and for the three months | | | Hotel | | | Real Estate | | | Investment | | | | | | | | | Discontinued | | | | |
ended March 31, 2012 | | | Operations | | | Operations | | | Transactions | | | Other | | | Subtotal | | | Operations | | | Total | |
Revenues | | $ | 10,154,000 | | $ | 3,649,000 | | $ | - | | $ | - | | $ | 13,803,000 | | $ | 28,000 | | $ | 13,831,000 | |
Segment operating expenses | | | (8,572,000) | | | (2,013,000) | | | - | | | (502,000) | | | (11,087,000) | | | (13,000) | | | (11,100,000) | |
Segment income (loss) from operations | | | 1,582,000 | | | 1,636,000 | | | - | | | (502,000) | | | 2,716,000 | | | 15,000 | | | 2,731,000 | |
Gain on sale of real estate | | | | | | | | | | | | | | | | | | 1,710,000 | | | 1,710,000 | |
Interest expense | | | (676,000) | | | (859,000) | | | - | | | - | | | (1,535,000) | | | (3,000) | | | (1,538,000) | |
Depreciation and amortization expense | | | (595,000) | | | (520,000) | | | - | | | - | | | (1,115,000) | | | - | | | (1,115,000) | |
Income from investments | | | - | | | - | | | 983,000 | | | - | | | 983,000 | | | - | | | 983,000 | |
Income tax expense | | | - | | | - | | | - | | | (287,000) | | | (287,000) | | | (720,000) | | | (1,007,000) | |
Net income (loss) | | $ | 311,000 | | $ | 257,000 | | $ | 983,000 | | $ | (789,000) | | $ | 762,000 | | $ | 1,002,000 | | $ | 1,764,000 | |
Total assets | | $ | 40,590,000 | | $ | 65,515,000 | | $ | 33,660,000 | | $ | 8,297,000 | | $ | 148,062,000 | | $ | - | | $ | 148,062,000 | |
As of and for the nine months | | Hotel | | Real Estate | | Investment | | | | | | | | Discontinued | | | | | ||||
ended March 31, 2013 | | Operations | | Operations | | Transactions | | Other | | Subtotal | | Operations | | Total | | |||||||
Revenues | | $ | 33,581,000 | | $ | 11,657,000 | | $ | - | | $ | - | | $ | 45,238,000 | | $ | - | | $ | 45,238,000 | |
Segment operating expenses | | | (28,125,000) | | | (6,460,000) | | | - | | | (1,584,000) | | | (36,169,000) | | | - | | | (36,169,000) | |
Segment income (loss) from operations | | | 5,456,000 | | | 5,197,000 | | | - | | | (1,584,000) | | | 9,069,000 | | | - | | | 9,069,000 | |
Interest expense | | | (1,972,000) | | | (2,789,000) | | | - | | | - | | | (4,761,000) | | | - | | | (4,761,000) | |
Depreciation and amortization expense | | | (1,834,000) | | | (1,587,000) | | | | | | | | | (3,421,000) | | | | | | (3,421,000) | |
Loss from investments | | | - | | | - | | | (1,225,000) | | | - | | | (1,225,000) | | | - | | | (1,225,000) | |
Income tax benefit | | | - | | | - | | | - | | | 254,000 | | | 254,000 | | | - | | | 254,000 | |
Net income (loss) | | $ | 1,650,000 | | $ | 821,000 | | $ | (1,225,000) | | $ | (1,330,000) | | $ | (84,000) | | $ | - | | $ | (84,000) | |
Total assets | | $ | 41,458,000 | | $ | 65,513,000 | | $ | 28,359,000 | | $ | 9,184,000 | | $ | 144,514,000 | | $ | - | | $ | 144,514,000 | |
| | | | | | | | | | | | | | | | | | | | | | |
As of and for the nine months | | | Hotel | | | Real Estate | | | Investment | | | | | | | | | Discontinued | | | | |
ended March 31, 2012 | | | Operations | | | Operations | | | Transactions | | | Other | | | Subtotal | | | Operations | | | Total | |
Revenues | | $ | 31,675,000 | | $ | 10,789,000 | | $ | - | | $ | - | | $ | 42,464,000 | | $ | 208,000 | | $ | 42,672,000 | |
Segment operating expenses | | | (24,513,000) | | | (5,925,000) | | | - | | | (1,400,000) | | | (31,838,000) | | | (127,000) | | | (31,965,000) | |
Segment income (loss) from operations | | | 7,162,000 | | | 4,864,000 | | | - | | | (1,400,000) | | | 10,626,000 | | | 81,000 | | | 10,707,000 | |
Gain sale of real estate | | | | | | | | | | | | | | | | | | 1,710,000 | | | 1,710,000 | |
Interest expense | | | (2,059,000) | | | (2,633,000) | | | - | | | - | | | (4,692,000) | | | (22,000) | | | (4,714,000) | |
Depreciation and amortization expense | | | (1,739,000) | | | (1,565,000) | | | | | | | | | (3,304,000) | | | - | | | (3,304,000) | |
Loss from investments | | | - | | | - | | | (5,114,000) | | | - | | | (5,114,000) | | | - | | | (5,114,000) | |
Income tax benefit | | | - | | | - | | | - | | | 1,290,000 | | | 1,290,000 | | | (739,000) | | | 551,000 | |
Net income (loss) | | $ | 3,364,000 | | $ | 666,000 | | $ | (5,114,000) | | $ | (110,000) | | $ | (1,194,000) | | $ | 1,030,000 | | $ | (164,000) | |
Total assets | | $ | 40,590,000 | | $ | 65,515,000 | | $ | 33,660,000 | | $ | 8,297,000 | | $ | 148,062,000 | | $ | - | | $ | 148,062,000 | |
For the three months ended March 31, | | 2013 | | 2012 | | ||
Hotel revenues: | | | | | | | |
Hotel rooms | | $ | 8,139,000 | | $ | 7,767,000 | |
Food and beverage | | | 1,483,000 | | | 1,524,000 | |
Garage | | | 688,000 | | | 671,000 | |
Other operating departments | | | 165,000 | | | 192,000 | |
Total hotel revenues | | | 10,475,000 | | | 10,154,000 | |
Operating expenses excluding interest, depreciation and amortization | | | (9,563,000) | | | (8,572,000) | |
Operating income before interest, depreciation and amortization | | | 912,000 | | | 1,582,000 | |
Interest | | | (648,000) | | | (676,000) | |
Depreciation and amortization | | | (609,000) | | | (595,000) | |
| | | | | | | |
Net (loss) income from hotel operations | | $ | (345,000) | | $ | 311,000 | |
Three Months Ended March 31, | | Average Daily Rate | | Average Occupancy % | | | RevPar | | ||||
| | | | | | | | | | | | |
| 2013 | | $ | 198 | | | 84 | % | | $ | 167 | |
| 2012 | | $ | 188 | | | 84 | % | | $ | 157 | |
For the nine months ended March 31, | | 2013 | | 2012 | | ||
Hotel revenues: | | | | | | | |
Hotel rooms | | $ | 26,352,000 | | $ | 24,562,000 | |
Food and beverage | | | 4,502,000 | | | 4,329,000 | |
Garage | | | 2,107,000 | | | 2,053,000 | |
Other operating departments | | | 620,000 | | | 731,000 | |
Total hotel revenues | | | 33,581,000 | | | 31,675,000 | |
Operating expenses excluding interest, depreciation and amortization | | | (28,125,000) | | | (24,513,000) | |
Operating income before interest, depreciation and amortization | | | 5,456,000 | | | 7,162,000 | |
Interest | | | (1,972,000) | | | (2,059,000) | |
Depreciation and amortization | | | (1,834,000) | | | (1,739,000) | |
| | | | | | | |
Net income from hotel operations | | $ | 1,650,000 | | $ | 3,364,000 | |
Nine Months Ended March 31, | | Average Daily Rate | | Average Occupancy % | | | RevPar | | ||||
| | | | | | | | | | | | |
| 2013 | | $ | 201 | | | 88 | % | | $ | 177 | |
| 2012 | | $ | 189 | | | 87 | % | | $ | 164 | |
As of March 31, 2013 | | | | | % of Total | | | |
| | | | | Investment | | | |
Industry Group | | Fair Value | | Securities | | | ||
| | | | | | | | |
Basic materials | | $ | 4,425,000 | | | 34.1 | % | |
Technology | | | 3,293,000 | | | 25.4 | % | |
Financial services | | | 1,722,000 | | | 13.3 | % | |
REITs and real estate companies | | | 569,000 | | | 4.4 | % | |
Other | | | 2,954,000 | | | 22.8 | % | |
| | $ | 12,963,000 | | | 100.0 | % | |
| | | | | | | | |
As of June 30, 2012 | | | | | % of Total | | | |
| | | | | Investment | | | |
Industry Group | | Fair Value | | Securities | | | ||
| | | | | | | | |
Basic materials | | $ | 4,706,000 | | | 52.4 | % | |
Technology | | | 1,203,000 | | | 13.4 | % | |
REITs and real estate companies | | | 866,000 | | | 9.6 | % | |
Financial services | | | 743,000 | | | 8.3 | % | |
Other | | | 1,463,000 | | | 16.3 | % | |
| | $ | 8,981,000 | | | 100.0 | % | |
For the three months ended March 31, | | 2013 | | 2012 | | ||
Net loss gain on marketable securities | | $ | 257,000 | | $ | 1,454,000 | |
Net unrealized gain (loss) on other investments | | | 17,000 | | | (40,000) | |
Impairment loss on other investments | | | - | | | (52,000) | |
Dividend and interest income | | | 13,000 | | | 63,000 | |
Margin interest expense | | | (172,000) | | | (172,000) | |
Trading and management expenses | | | (263,000) | | | (270,000) | |
| | $ | (148,000) | | $ | 983,000 | |
For the nine months ended March 31, | | 2013 | | 2012 | | ||
Net loss on marketable securities | | $ | (326,000) | | $ | (3,387,000) | |
Net unrealized loss on other investments | | | (221,000) | | | (457,000) | |
Impairment loss on other investments | | | - | | | (684,000) | |
Dividend and interest income | | | 582,000 | | | 662,000 | |
Margin interest expense | | | (465,000) | | | (440,000) | |
Trading and management expenses | | | (795,000) | | | (808,000) | |
| | $ | (1,225,000) | | $ | (5,114,000) | |
| | | | | 3 Months | | Year | | Year | | Year | | Year | | | | | |||||
| | Total | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 | | Thereafter | | |||||||
Mortgage notes payable | | $ | 117,142,000 | | $ | 6,276,000 | | $ | 7,650,000 | | $ | 2,372,000 | | $ | 42,856,000 | | $ | 1,480,000 | | $ | 56,508,000 | |
Other notes payable | | $ | 1,646,000 | | | 254,000 | | | 1,388,000 | | | 4,000 | | | - | | | - | | | - | |
Interest | | $ | 30,290,000 | | | 1,485,000 | | | 5,514,000 | | | 5,071,000 | | | 3,007,000 | | | 2,554,000 | | | 12,659,000 | |
Total | | $ | 149,078,000 | | $ | 8,015,000 | | $ | 14,552,000 | | $ | 7,447,000 | | $ | 45,863,000 | | $ | 4,034,000 | | $ | 69,167,000 | |
31.1 Certification of Principal 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 Principal 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. |
THE INTERGROUP CORPORATION | ||
(Registrant) | ||
Date: May 10, 2013 | by | /s/ John V. Winfield |
John V. Winfield, President, Chairman of the Board and Chief Executive Officer |
Date: May 10, 2013 | by | /s/ David T. Nguyen |
David T. Nguyen, Treasurer and Controller |
/s/ John V. Winfield |
/s/ David T. Nguyen |
⋅ | The Report fully complies with the requirements of Section 13(a) or 5(d) of the Securities Exchange Act of 1934; and |
⋅ | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ John V. Winfield |
⋅ | The Report fully complies with the requirements of Section 13(a) or 5(d) of the Securities Exchange Act of 1934; and |
⋅ | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ David T. Nguyen |
STOCK BASED COMPENSATION PLANS (Details 1) (Restricted Stock Units (RSUs) [Member], USD $)
|
9 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2013
|
Jun. 30, 2012
|
|
Restricted Stock Units (RSUs) [Member]
|
||
RSUs outstanding, Number of RSUs | 8,245 | 20,884 |
Granted, Number of RSUs | 0 | 8,245 |
Converted to common stock, Number of RSUs | (4,125) | (20,884) |
RSUs outstanding, Number of RSUs | 4,120 | 8,245 |
RSUs outstanding, Weighted Average Grant Date Fair Value | $ 24.94 | $ 16.14 |
Granted, Weighted Average Grant Date Fair Value | $ 0 | $ 24.94 |
Converted to common stock, Weighted Average Grant Date Fair Value | $ 24.94 | $ 16.14 |
RSUs outstanding, Weighted Average Grant Date Fair Value | $ 24.94 | $ 24.94 |
INVESTMENT IN MARKETABLE SECURITIES (Details Textual) (USD $)
|
Mar. 31, 2013
|
Jun. 30, 2012
|
---|---|---|
Held-to-maturity Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses | $ 1,889,000 | $ 1,507,000 |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Textual)
|
9 Months Ended |
---|---|
Mar. 31, 2013
|
|
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 50.00% |
Santa Fe [Member]
|
|
Business Acquisition, Percentage of Voting Interests Acquired | 84.50% |
Percentage Of Voting Shares In Common Stock | 4.00% |
Portsmouth [Member]
|
|
Equity Method Investment, Ownership Percentage | 68.80% |
Intergroup [Member]
|
|
Noncontrolling Interest, Ownership Percentage by Parent | 12.90% |
RELATED PARTY TRANSACTIONS (Details Textual) (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Management Fees Revenue | $ 88,000 | $ 84,000 | $ 291,000 | $ 273,000 |
Investment Income, Dividend | 146,000 | |||
Portsmouth [Member]
|
||||
Investment Income, Dividend | 600,000 | 500,000 | ||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.25 | |||
Dividends, Common Stock, Cash | 184,000 | |||
Justice [Member]
|
||||
Limited Partners Capital Account, Distribution Amount | $ 1,200,000 | $ 1,000,000 |
FAIR VALUE MEASUREMENTS (Details Textual)
|
9 Months Ended |
---|---|
Mar. 31, 2013
|
|
Equity Method Investment Ownership Percentage Description | The Company has no significant influence or control over the entities that issue these investments and holds less than 20% ownership in each of the investments. |
PROPERTY HELD FOR SALE AND DISCONTINUED OPERATIONS
|
9 Months Ended | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
||||||||||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 4 PROPERTY HELD FOR SALE AND DISCONTINUED OPERATIONS As of December 31, 2011, the Company had listed for sale a 24-unit apartment complex located in Los Angeles, California . In January 2012, this property was sold for $4,370,000. The Company realized a gain on the sale of real estate of approximately $1,700,000, which was reported in the quarter ended March 31, 2012. The Company paid off the related mortgage note payable balance of $1,504,000 and received net proceeds of $2,564,000 after selling related costs. The revenues and expenses from the operation of the held for sale property for respective periods are summarized as follows:
|