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
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13-3293645
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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Page
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PART I FINANCIAL INFORMATION
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Item 1.
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Financial Statements.
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3
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Condensed Consolidated Balance Sheets as of December 31, 2013 (Unaudited) and June 30, 2013
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3
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Condensed Consolidated Statements of Operations (Unaudited) for the Three Months ended December 31, 2013 and 2012
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4
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Condensed Consolidated Statements of Operations (Unaudited) for the Six Months ended December 31, 2013 and 2012
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5
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months ended December 31, 2013 and 2012
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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17
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Item 4.
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Controls and Procedures.
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27
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PART II OTHER INFORMATION
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Item 6.
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Exhibits.
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27
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Signatures
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28
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- 2 - | ||
As of
|
|
December 31, 2013
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|
June 30, 2013
|
|
||
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|
(Unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Investment in hotel, net
|
|
$
|
40,800,000
|
|
$
|
41,728,000
|
|
Investment in real estate, net
|
|
|
64,581,000
|
|
|
65,262,000
|
|
Investment in marketable securities
|
|
|
13,099,000
|
|
|
12,624,000
|
|
Other investments, net
|
|
|
15,274,000
|
|
|
15,280,000
|
|
Cash and cash equivalents
|
|
|
2,925,000
|
|
|
1,453,000
|
|
Restricted cash - redemption
|
|
|
19,091,000
|
|
|
-
|
|
Restricted cash - mortgage impounds
|
|
|
3,459,000
|
|
|
2,448,000
|
|
Other assets, net
|
|
|
7,469,000
|
|
|
5,891,000
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
166,698,000
|
|
$
|
144,686,000
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
|
$
|
3,504,000
|
|
$
|
3,666,000
|
|
Accounts payable and other liabilities - hotel
|
|
|
13,884,000
|
|
|
8,804,000
|
|
Redemption payble
|
|
|
19,091,000
|
|
|
-
|
|
Due to securities broker
|
|
|
2,417,000
|
|
|
2,762,000
|
|
Obligations for securities sold
|
|
|
2,357,000
|
|
|
2,565,000
|
|
Other notes payable - hotel
|
|
|
730,000
|
|
|
1,595,000
|
|
Mortgage notes and subordinated debt - hotel
|
|
|
117,000,000
|
|
|
43,413,000
|
|
Mortgage notes payable - real estate
|
|
|
72,804,000
|
|
|
73,512,000
|
|
Deferred income taxes
|
|
|
2,600,000
|
|
|
4,617,000
|
|
Total liabilities
|
|
|
234,387,000
|
|
|
140,934,000
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' (deficit) equity:
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value, 100,000 shares authorized; none issued
|
|
|
-
|
|
|
-
|
|
Common stock, $.01 par value, 4,000,000 shares authorized; 3,371,653
and 3,363,361 issued; 2,369,927 and 2,361,835 outstanding, respectively |
|
|
33,000
|
|
|
33,000
|
|
Additional paid-in capital
|
|
|
8,989,000
|
|
|
9,714,000
|
|
Retained earnings (accumulated deficit)
|
|
|
(38,990,000)
|
|
|
9,899,000
|
|
Treasury stock, at cost, 1,001,726 and 1,001,526 shares
|
|
|
(11,818,000)
|
|
|
(11,813,000)
|
|
Total InterGroup shareholders' (deficit) equity
|
|
|
(41,786,000)
|
|
|
7,833,000
|
|
Noncontrolling interest
|
|
|
(25,903,000)
|
|
|
(4,081,000)
|
|
Total shareholders' (deficit) equity
|
|
|
(67,689,000)
|
|
|
3,752,000
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' (deficit) equity
|
|
$
|
166,698,000
|
|
$
|
144,686,000
|
|
- 3 - | ||
For the three months ended December 31,
|
|
2013
|
|
2012
|
|
||
Revenues:
|
|
|
|
|
|
|
|
Hotel
|
|
$
|
12,274,000
|
|
$
|
10,970,000
|
|
Real estate
|
|
|
4,158,000
|
|
|
4,078,000
|
|
Total revenues
|
|
|
16,432,000
|
|
|
15,048,000
|
|
Costs and operating expenses:
|
|
|
|
|
|
|
|
Hotel operating expenses
|
|
|
(9,493,000)
|
|
|
(9,398,000)
|
|
Hotel restructuring costs
|
|
|
(7,295,000)
|
|
|
-
|
|
Hotel occupancy tax - penalty fees
|
|
|
(1,084,000)
|
|
|
-
|
|
Real estate operating expenses
|
|
|
(2,266,000)
|
|
|
(2,197,000)
|
|
Depreciation and amortization expense
|
|
|
(1,284,000)
|
|
|
(1,145,000)
|
|
General and administrative expense
|
|
|
(484,000)
|
|
|
(472,000)
|
|
|
|
|
|
|
|
|
|
Total costs and operating expenses
|
|
|
(21,906,000)
|
|
|
(13,212,000)
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(5,474,000)
|
|
|
1,836,000
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense - mortgage
|
|
|
(1,529,000)
|
|
|
(1,644,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
Net gain (loss) on marketable securities
|
|
|
615,000
|
|
|
(2,108,000)
|
|
Net unrealized loss on other investments and derivative instruments
|
|
|
(6,000)
|
|
|
(48,000)
|
|
Dividend and interest income
|
|
|
501,000
|
|
|
541,000
|
|
Trading and margin interest expense
|
|
|
(422,000)
|
|
|
(432,000)
|
|
Other expense, net
|
|
|
(6,171,000)
|
|
|
(3,691,000)
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(11,645,000)
|
|
|
(1,855,000)
|
|
Income tax benefit
|
|
|
2,477,000
|
|
|
568,000
|
|
Net loss
|
|
|
(9,168,000)
|
|
|
(1,287,000)
|
|
Less: Net loss attributable to the noncontrolling interest
|
|
|
3,697,000
|
|
|
107,000
|
|
Net loss attributable to InterGroup
|
|
$
|
(5,471,000)
|
|
$
|
(1,180,000)
|
|
|
|
|
|
|
|
|
|
Net loss per share from operations
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(3.87)
|
|
$
|
(0.55)
|
|
Diluted
|
|
$
|
(3.87)
|
|
$
|
(0.55)
|
|
Net loss per share attributable to InterGroup
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(2.31)
|
|
$
|
(0.50)
|
|
Diluted
|
|
$
|
(2.31)
|
|
$
|
(0.50)
|
|
|
|
|
|
|
|
|
|
Weighted average number of basic common shares outstanding
|
|
|
2,367,855
|
|
|
2,355,204
|
|
Weighted average number of diluted common shares outstanding
|
|
|
2,367,855
|
|
|
2,355,204
|
|
- 4 - | ||
For the six months ended December 31,
|
|
2013
|
|
2012
|
|
||
Revenues:
|
|
|
|
|
|
|
|
Hotel
|
|
$
|
25,579,000
|
|
$
|
23,106,000
|
|
Real estate
|
|
|
8,236,000
|
|
|
7,753,000
|
|
Total revenues
|
|
|
33,815,000
|
|
|
30,859,000
|
|
Costs and operating expenses:
|
|
|
|
|
|
|
|
Hotel operating expenses
|
|
|
(19,025,000)
|
|
|
(18,562,000)
|
|
Hotel restructuring costs
|
|
|
(7,295,000)
|
|
|
-
|
|
Hotel occupancy tax - penalty fees
|
|
|
(1,084,000)
|
|
|
-
|
|
Real estate operating expenses
|
|
|
(4,544,000)
|
|
|
(4,359,000)
|
|
Depreciation and amortization expense
|
|
|
(2,468,000)
|
|
|
(2,277,000)
|
|
General and administrative expense
|
|
|
(1,011,000)
|
|
|
(1,035,000)
|
|
|
|
|
|
|
|
|
|
Total costs and operating expenses
|
|
|
(35,427,000)
|
|
|
(26,233,000)
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(1,612,000)
|
|
|
4,626,000
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense - mortgage
|
|
|
(2,936,000)
|
|
|
(3,343,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
Net (loss) gain on marketable securities
|
|
|
768,000
|
|
|
(583,000)
|
|
Net unrealized loss on other investments and derivative instruments
|
|
|
(6,000)
|
|
|
(238,000)
|
|
Dividend and interest income
|
|
|
515,000
|
|
|
569,000
|
|
Trading and margin interest expense
|
|
|
(892,000)
|
|
|
(825,000)
|
|
Other expense, net
|
|
|
(7,881,000)
|
|
|
(4,420,000)
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(9,493,000)
|
|
|
206,000
|
|
Income tax benefit
|
|
|
2,017,000
|
|
|
194,000
|
|
Net (loss) income
|
|
|
(7,476,000)
|
|
|
400,000
|
|
Less: Net loss (income) attributable to the noncontrolling interest
|
|
|
2,287,000
|
|
|
(991,000)
|
|
Net loss attributable to InterGroup
|
|
$
|
(5,189,000)
|
|
$
|
(591,000)
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share from operations
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(3.16)
|
|
$
|
0.17
|
|
Diluted
|
|
$
|
(3.16)
|
|
$
|
0.17
|
|
Net loss per share attributable to InterGroup
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(2.19)
|
|
$
|
(0.25)
|
|
Diluted
|
|
$
|
(2.19)
|
|
$
|
(0.25)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
2,367,812
|
|
|
2,353,126
|
|
Weighted average number of diluted common shares outstanding
|
|
|
2,367,812
|
|
|
2,399,502
|
|
- 5 - | ||
For the six months ended December 31,
|
|
2013
|
|
2012
|
|
||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(7,476,000)
|
|
$
|
400,000
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
2,468,000
|
|
|
2,277,000
|
|
Net unrealized (gain) loss on marketable securities
|
|
|
(629,000)
|
|
|
364,000
|
|
Gain on insurance recovery
|
|
|
(249,000)
|
|
|
-
|
|
Unrealized loss on other investments and derivative instruments
|
|
|
6,000
|
|
|
238,000
|
|
Loss on extinguishment of debt
|
|
|
3,910,000
|
|
|
-
|
|
Loss on disposal of assets
|
|
|
1,092,000
|
|
|
-
|
|
Stock compensation expense
|
|
|
191,000
|
|
|
279,000
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
Investment in marketable securities
|
|
|
154,000
|
|
|
(3,417,000)
|
|
Other assets
|
|
|
(1,545,000)
|
|
|
(1,234,000)
|
|
Accounts payable and other liabilities
|
|
|
4,918,000
|
|
|
116,000
|
|
Due to securities broker
|
|
|
(345,000)
|
|
|
2,252,000
|
|
Obligations for securities sold
|
|
|
(208,000)
|
|
|
(563,000)
|
|
Deferred taxes
|
|
|
(2,017,000)
|
|
|
(194,000)
|
|
Net cash provided by operating activities
|
|
|
270,000
|
|
|
518,000
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
Investment in hotel
|
|
|
(1,592,000)
|
|
|
(1,381,000)
|
|
Investment in real estate
|
|
|
(142,000)
|
|
|
(1,769,000)
|
|
Proceeds from other investments
|
|
|
-
|
|
|
28,000
|
|
Investment in Santa Fe
|
|
|
-
|
|
|
(40,000)
|
|
Restricted cash
|
|
|
(1,011,000)
|
|
|
348,000
|
|
Net cash used in investing activities
|
|
$
|
(2,745,000)
|
|
|
(2,814,000)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
Restricted cash - redemption and mortgage impounds
|
|
|
(19,091,000)
|
|
|
-
|
|
Redemption payments and dividends to noncontrolling interest
|
|
|
(45,061,000)
|
|
|
(638,000)
|
|
Borrowings from mortgage notes payable, net
|
|
|
68,969,000
|
|
|
2,771,000
|
|
Borrowings from (payments on) other notes payable
|
|
|
(865,000)
|
|
|
25,000
|
|
Purchase of treasury stock
|
|
|
(5,000)
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
3,947,000
|
|
|
2,158,000
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
1,472,000
|
|
|
(138,000)
|
|
Cash and cash equivalents at the beginning of the period
|
|
|
1,453,000
|
|
|
2,100,000
|
|
Cash and cash equivalents at the end of the period
|
|
$
|
2,925,000
|
|
$
|
1,962,000
|
|
|
|
|
|
|
|
|
|
Supplemental information:
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
3,622,000
|
|
$
|
3,636,000
|
|
- 6 - | ||
- 7 - | ||
- 8 - | ||
- 9 - | ||
|
·
|
Providing for a single general partner;
|
|
·
|
Providing for Class B limited partnership interests, which, if issued, would represent interests in the Partnership; and
|
|
·
|
Permitting the General Partner to admit additional limited partners, subject to certain restrictions.
|
|
|
|
|
|
Accumulated
|
|
Net Book
|
|
||
December 31, 2013
|
|
Cost
|
|
Depreciation
|
|
Value
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
2,738,000
|
|
$
|
-
|
|
$
|
2,738,000
|
|
Furniture and equipment
|
|
|
22,162,000
|
|
|
(21,294,000)
|
|
|
868,000
|
|
Building and improvements
|
|
|
59,112,000
|
|
|
(21,918,000)
|
|
|
37,194,000
|
|
|
|
$
|
84,012,000
|
|
$
|
(43,212,000)
|
|
$
|
40,800,000
|
|
|
|
|
|
|
Accumulated
|
|
Net Book
|
|
||
June 30, 2013
|
|
Cost
|
|
Depreciation
|
|
Value
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
2,738,000
|
|
$
|
-
|
|
$
|
2,738,000
|
|
Furniture and equipment
|
|
|
22,271,000
|
|
|
(19,310,000)
|
|
|
2,961,000
|
|
Building and improvements
|
|
|
58,875,000
|
|
|
(22,846,000)
|
|
|
36,029,000
|
|
|
|
$
|
83,884,000
|
|
$
|
(42,156,000)
|
|
$
|
41,728,000
|
|
- 10 - | ||
As of
|
|
December 31, 2013
|
|
June 30, 2013
|
|
||
Land
|
|
$
|
25,781,000
|
|
$
|
25,781,000
|
|
Buildings, improvements and equipment
|
|
|
73,845,000
|
|
|
73,453,000
|
|
Accumulated depreciation
|
|
|
(35,045,000)
|
|
|
(33,972,000)
|
|
Investment in real estate, net
|
|
$
|
64,581,000
|
|
$
|
65,262,000
|
|
|
|
|
|
|
Gross
|
|
Gross
|
|
Net
|
|
Fair
|
|
||||
Investment
|
|
Cost
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Unrealized Gain
|
|
Value
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities
|
|
$
|
10,725,000
|
|
$
|
4,115,000
|
|
$
|
(1,741,000)
|
|
$
|
2,374,000
|
|
$
|
13,099,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities
|
|
$
|
11,314,000
|
|
$
|
3,391,000
|
|
$
|
(2,081,000)
|
|
$
|
1,310,000
|
|
$
|
12,624,000
|
|
- 11 - | ||
|
|
2013
|
|
2012
|
|
||
For the three months ended December 31,
|
|
|
|
|
|
|
|
Realized gain (loss) on marketable securities
|
|
$
|
410,000
|
|
$
|
(428,000)
|
|
Unrealized gain (loss) on marketable securities
|
|
|
205,000
|
|
|
(1,680,000)
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on marketable securities
|
|
$
|
615,000
|
|
$
|
(2,108,000)
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
||
For the six months ended December 31,
|
|
|
|
|
|
|
|
Realized gain (loss) on marketable securities
|
|
$
|
138,000
|
|
$
|
(219,000)
|
|
Unrealized gain (loss) on marketable securities
|
|
|
630,000
|
|
|
(364,000)
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on marketable securities
|
|
$
|
768,000
|
|
$
|
(583,000)
|
|
Type
|
|
December 31, 2013
|
|
June 30, 2013
|
|
||
Preferred stock - Comstock, at cost
|
|
$
|
13,231,000
|
|
$
|
13,231,000
|
|
Private equity hedge fund, at cost
|
|
|
1,774,000
|
|
|
1,774,000
|
|
Corporate debt and equity instruments, at cost
|
|
|
269,000
|
|
|
269,000
|
|
Warrants - at fair value
|
|
|
-
|
|
|
6,000
|
|
|
|
$
|
15,274,000
|
|
$
|
15,280,000
|
|
- 12 - | ||
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||
Restricted cash - mortgage impounds
|
|
$
|
3,459,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
3,459,000
|
|
Restricted cash - redemption
|
|
|
19,091,000
|
|
|
-
|
|
|
-
|
|
|
19,091,000
|
|
Investment in marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic materials
|
|
|
6,499,000
|
|
|
-
|
|
|
-
|
|
|
6,499,000
|
|
Financial services
|
|
|
2,468,000
|
|
|
-
|
|
|
-
|
|
|
2,468,000
|
|
Technology
|
|
|
1,231,000
|
|
|
-
|
|
|
-
|
|
|
1,231,000
|
|
REITs and real estate companies
|
|
|
945,000
|
|
|
-
|
|
|
-
|
|
|
945,000
|
|
Other
|
|
|
1,956,000
|
|
|
-
|
|
|
-
|
|
|
1,956,000
|
|
|
|
|
13,099,000
|
|
|
-
|
|
|
-
|
|
|
13,099,000
|
|
|
|
$
|
35,649,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
35,649,000
|
|
As of June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||
Cash equivalents - money market
|
|
$
|
3,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
3,000
|
|
Restricted cash - mortgage impounds
|
|
|
2,448,000
|
|
|
-
|
|
|
-
|
|
|
2,448,000
|
|
Other investments - warrants
|
|
|
|
|
|
-
|
|
|
6,000
|
|
|
6,000
|
|
Investment in marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic materials
|
|
|
4,733,000
|
|
|
-
|
|
|
-
|
|
|
4,733,000
|
|
Technology
|
|
|
2,698,000
|
|
|
-
|
|
|
-
|
|
|
2,698,000
|
|
Financial services
|
|
|
2,261,000
|
|
|
-
|
|
|
-
|
|
|
2,261,000
|
|
REITs and real estate companies
|
|
|
878,000
|
|
|
-
|
|
|
-
|
|
|
878,000
|
|
Other
|
|
|
2,054,000
|
|
|
-
|
|
|
-
|
|
|
2,054,000
|
|
|
|
|
12,624,000
|
|
|
-
|
|
|
-
|
|
|
12,624,000
|
|
|
|
$
|
15,075,000
|
|
$
|
-
|
|
$
|
6,000
|
|
$
|
15,081,000
|
|
- 13 - | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months
|
|
|
Assets
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
December 31, 2013
|
|
ended December 31, 2013
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-marketable investments
|
|
$
|
-
|
|
$
|
-
|
|
$
|
15,274,000
|
|
$
|
15,274,000
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the six months
|
|
|
Assets
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
December 31, 2012
|
|
ended December 31, 2012
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-marketable investments
|
|
$
|
-
|
|
$
|
-
|
|
$
|
15,379,000
|
|
$
|
15,379,000
|
|
$
|
-
|
|
- 14 - | ||
|
|
|
|
Number of
|
|
Weighted Average
|
|
Weighted Average
|
|
Aggregate
|
|
||
|
|
|
|
Shares
|
|
Exercise Price
|
|
Remaining Life
|
|
Intrinsic Value
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oustanding at
|
|
June 30, 2012
|
|
242,000
|
|
$
|
14.55
|
|
7.46 years
|
|
$
|
2,050,000
|
|
Granted
|
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
Exercised
|
|
|
|
(5,000)
|
|
|
10.30
|
|
-
|
|
|
-
|
|
Forfeited
|
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
Exchanged
|
|
|
|
(15,000)
|
|
|
9.52
|
|
-
|
|
|
-
|
|
Oustanding at
|
|
June 30, 2013
|
|
222,000
|
|
$
|
14.98
|
|
6.89 years
|
|
$
|
1,353,000
|
|
Exercisable at
|
|
June 30, 2013
|
|
105,000
|
|
$
|
13.01
|
|
5.69 years
|
|
$
|
838,000
|
|
Vested and Expected to vest at
|
|
June 30, 2013
|
|
222,000
|
|
$
|
14.98
|
|
6.89 years
|
|
$
|
1,353,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oustanding at
|
|
June 30, 2013
|
|
222,000
|
|
$
|
14.98
|
|
6.89 years
|
|
$
|
1,353,000
|
|
Granted
|
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
Exercised
|
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
Forfeited
|
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
Exchanged
|
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
Oustanding at
|
|
December 31, 2013
|
|
222,000
|
|
$
|
14.98
|
|
6.39
|
|
$
|
926,000
|
|
Exercisable at
|
|
December 31, 2013
|
|
105,000
|
|
$
|
13.01
|
|
5.19
|
|
$
|
598,000
|
|
Vested and Expected to vest at
|
|
December 31, 2013
|
|
222,000
|
|
$
|
14.98
|
|
6.39
|
|
$
|
926,000
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
Number of RSUs
|
|
Fair Value
|
|
|
RSUs outstanding as of
|
|
June 30, 2012
|
|
8,245
|
|
$
|
24.94
|
|
Granted
|
|
|
|
8,195
|
|
|
20.99
|
|
Converted to common stock
|
|
|
|
(8,245)
|
|
|
24.94
|
|
RSUs outstanding as of
|
|
June 30, 2013
|
|
8,195
|
|
|
20.99
|
|
Granted
|
|
|
|
-
|
|
|
-
|
|
Converted to common stock
|
|
|
|
(4,100)
|
|
|
20.99
|
|
RSUs outstanding as of
|
|
December 31, 2013
|
|
4,095
|
|
$
|
20.99
|
|
- 15 - | ||
As of and for the three months
ended December 31, 2013 |
|
Hotel
Operations |
|
Real Estate
Operations |
|
Investment
Transactions |
|
Other
|
|
Total
|
|
|||||
Revenues
|
|
$
|
12,274,000
|
|
$
|
4,158,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
16,432,000
|
|
Segment operating expenses
|
|
|
(17,872,000)
|
|
|
(2,266,000)
|
|
|
-
|
|
|
(484,000)
|
|
|
(20,622,000)
|
|
Segment income (loss) from
operations |
|
|
(5,598,000)
|
|
|
1,892,000
|
|
|
-
|
|
|
(484,000)
|
|
|
(4,190,000)
|
|
Interest expense - mortgage
|
|
|
(767,000)
|
|
|
(762,000)
|
|
|
-
|
|
|
-
|
|
|
(1,529,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(328,000)
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(3,910,000)
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,092,000)
|
|
Depreciation and amortization expense
|
|
|
(747,000)
|
|
|
(537,000)
|
|
|
-
|
|
|
-
|
|
|
(1,284,000)
|
|
Gain from investments
|
|
|
-
|
|
|
-
|
|
|
688,000
|
|
|
-
|
|
|
688,000
|
|
Income tax benefit
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,477,000
|
|
|
2,477,000
|
|
Net income (loss)
|
|
$
|
(12,442,000)
|
|
$
|
593,000
|
|
$
|
688,000
|
|
$
|
1,993,000
|
|
$
|
(9,168,000)
|
|
Total assets
|
|
$
|
40,800,000
|
|
$
|
64,581,000
|
|
$
|
28,373,000
|
|
$
|
32,944,000
|
|
$
|
166,698,000
|
|
As of and for the three months
ended December 31, 2012 |
|
Hotel
Operations |
|
Real Estate
Operations |
|
Investment
Transactions |
|
Other
|
|
Subtotal
|
|
|||||
Revenues
|
|
$
|
10,970,000
|
|
$
|
4,078,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
15,048,000
|
|
Segment operating expenses
|
|
|
(9,398,000)
|
|
|
(2,197,000)
|
|
|
-
|
|
|
(472,000)
|
|
|
(12,067,000)
|
|
Segment income (loss) from
operations |
|
|
1,572,000
|
|
|
1,881,000
|
|
|
-
|
|
|
(472,000)
|
|
|
2,981,000
|
|
Interest expense
|
|
|
(660,000)
|
|
|
(984,000)
|
|
|
-
|
|
|
-
|
|
|
(1,644,000)
|
|
Depreciation and amortization expense
|
|
|
(617,000)
|
|
|
(528,000)
|
|
|
|
|
|
|
|
|
(1,145,000)
|
|
Loss from investments
|
|
|
-
|
|
|
-
|
|
|
(2,047,000)
|
|
|
-
|
|
|
(2,047,000)
|
|
Income tax benefit
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
568,000
|
|
|
568,000
|
|
Net income (loss)
|
|
$
|
295,000
|
|
$
|
369,000
|
|
$
|
(2,047,000)
|
|
$
|
96,000
|
|
$
|
(1,287,000)
|
|
Total assets
|
|
$
|
40,852,000
|
|
$
|
65,768,000
|
|
$
|
27,429,000
|
|
$
|
10,180,000
|
|
$
|
144,229,000
|
|
As of and for the six months
|
|
Hotel
|
|
Real Estate
|
|
Investment
|
|
|
|
|
|
|
|
|||
ended December 31, 2013
|
|
Operations
|
|
Operations
|
|
Transactions
|
|
Other
|
|
Total
|
|
|||||
Revenues
|
|
$
|
25,579,000
|
|
$
|
8,236,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
33,815,000
|
|
Segment operating expenses
|
|
|
(27,404,000)
|
|
|
(4,544,000)
|
|
|
-
|
|
|
(1,011,000)
|
|
|
(32,959,000)
|
|
Segment income (loss) from
operations |
|
|
(1,825,000)
|
|
|
3,692,000
|
|
|
-
|
|
|
(1,011,000)
|
|
|
856,000
|
|
Interest expense - mortgage
|
|
|
(1,402,000)
|
|
|
(1,534,000)
|
|
|
-
|
|
|
-
|
|
|
(2,936,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(328,000)
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(3,910,000)
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,092,000)
|
|
Depreciation and amortization
expense |
|
|
(1,396,000)
|
|
|
(1,072,000)
|
|
|
-
|
|
|
-
|
|
|
(2,468,000)
|
|
Gain from investments
|
|
|
-
|
|
|
-
|
|
|
385,000
|
|
|
-
|
|
|
385,000
|
|
Income tax benefit
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,017,000
|
|
|
2,017,000
|
|
Net income (loss)
|
|
$
|
(9,953,000)
|
|
$
|
1,086,000
|
|
$
|
385,000
|
|
$
|
1,006,000
|
|
$
|
(7,476,000)
|
|
Total assets
|
|
$
|
40,800,000
|
|
$
|
64,581,000
|
|
$
|
28,373,000
|
|
$
|
32,944,000
|
|
$
|
166,698,000
|
|
As of and for the six months
|
|
Hotel
|
|
Real Estate
|
|
Investment
|
|
|
|
|
|
|
|
|||
ended December 31, 2012
|
|
Operations
|
|
Operations
|
|
Transactions
|
|
Other
|
|
Subtotal
|
|
|||||
Revenues
|
|
$
|
23,106,000
|
|
$
|
7,753,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
30,859,000
|
|
Segment operating expenses
|
|
|
(18,562,000)
|
|
|
(4,359,000)
|
|
|
-
|
|
|
(1,035,000)
|
|
|
(23,956,000)
|
|
Segment income (loss) from
operations |
|
|
4,544,000
|
|
|
3,394,000
|
|
|
-
|
|
|
(1,035,000)
|
|
|
6,903,000
|
|
Interest expense
|
|
|
(1,324,000)
|
|
|
(2,019,000)
|
|
|
-
|
|
|
-
|
|
|
(3,343,000)
|
|
Depreciation and amortization
expense |
|
|
(1,225,000)
|
|
|
(1,052,000)
|
|
|
|
|
|
|
|
|
(2,277,000)
|
|
Loss from investments
|
|
|
-
|
|
|
-
|
|
|
(1,077,000)
|
|
|
-
|
|
|
(1,077,000)
|
|
Income tax benefit
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
194,000
|
|
|
194,000
|
|
Net income (loss)
|
|
$
|
1,995,000
|
|
$
|
323,000
|
|
$
|
(1,077,000)
|
|
$
|
(841,000)
|
|
$
|
400,000
|
|
Total assets
|
|
$
|
40,852,000
|
|
$
|
65,768,000
|
|
$
|
27,429,000
|
|
$
|
10,180,000
|
|
$
|
144,229,000
|
|
- 16 - | ||
Item 2 - | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
- 17 - | ||
- 18 - | ||
For the three months ended December 31,
|
|
2013
|
|
2012
|
|
||
Hotel revenues:
|
|
|
|
|
|
|
|
Hotel rooms
|
|
$
|
9,761,000
|
|
$
|
8,441,000
|
|
Food and beverage
|
|
|
1,568,000
|
|
|
1,608,000
|
|
Garage
|
|
|
744,000
|
|
|
691,000
|
|
Other operating departments
|
|
|
201,000
|
|
|
230,000
|
|
Total hotel revenues
|
|
|
12,274,000
|
|
|
10,970,000
|
|
Operating expenses, excluding non-recurring charges, depreciation and amortization
|
|
|
(9,493,000)
|
|
|
(9,398,000)
|
|
Operating income before non-recurring charges, interest and depreciation and
amortization |
|
|
2,781,000
|
|
|
1,572,000
|
|
Hotel restructuring costs
|
|
|
(7,295,000)
|
|
|
-
|
|
Hotel occupancy tax - penalty fees
|
|
|
(1,084,000)
|
|
|
-
|
|
Income (loss) before loss on extinguishment of debt, loss on disposal of assets ,
interest, depreciation and amortization |
|
|
(5,598,000)
|
|
|
1,572,000
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
Interest expense - mortgage
|
|
|
(767,000)
|
|
|
(660,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
Depreciation and amortization expense
|
|
|
(747,000)
|
|
|
(617,000)
|
|
|
|
|
|
|
|
|
|
Net (loss) income from Hotel operations
|
|
$
|
(12,442,000)
|
|
$
|
295,000
|
|
Three Months
|
|
Average
|
|
Average
|
|
|
|
|
|
Ended December 31,
|
|
Daily Rate
|
|
Occupancy %
|
|
|
RevPar
|
||
|
|
|
|
|
|
|
|
|
|
2013
|
|
$
|
218
|
|
90
|
%
|
|
$
|
195
|
2012
|
|
$
|
195
|
|
87
|
%
|
|
$
|
169
|
- 19 - | ||
- 20 - | ||
For the six months ended December 31,
|
|
2013
|
|
2012
|
|
||
Hotel revenues:
|
|
|
|
|
|
|
|
Hotel rooms
|
|
$
|
20,815,000
|
|
$
|
18,213,000
|
|
Food and beverage
|
|
|
2,896,000
|
|
|
3,019,000
|
|
Garage
|
|
|
1,499,000
|
|
|
1,419,000
|
|
Other operating departments
|
|
|
369,000
|
|
|
455,000
|
|
Total hotel revenues
|
|
|
25,579,000
|
|
|
23,106,000
|
|
Operating expenses, excluding non-recurring charges, depreciation and amortization
|
|
|
(19,025,000)
|
|
|
(18,562,000)
|
|
Operating income before non-recurring charges, interest and depreciation
and amortization |
|
|
6,554,000
|
|
|
4,544,000
|
|
Hotel restructuring costs
|
|
|
(7,295,000)
|
|
|
-
|
|
Hotel occupancy tax - penalty fees
|
|
|
(1,084,000)
|
|
|
-
|
|
Income (loss) before loss on extinguishment of debt, loss on disposal of assets ,
interest, depreciation and amortization |
|
|
(1,825,000)
|
|
|
4,544,000
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
Interest expense - mortgage
|
|
|
(1,402,000)
|
|
|
(1,324,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
Depreciation and amortization expense
|
|
|
(1,396,000)
|
|
|
(1,225,000)
|
|
|
|
|
|
|
|
|
|
Net (loss) income from Hotel operations
|
|
$
|
(9,953,000)
|
|
$
|
1,995,000
|
|
- 21 - | ||
Six Months
|
|
Average
|
|
Average
|
|
|
|
|
|
|
Ended December 31,
|
|
Daily Rate
|
|
Occupancy %
|
|
|
RevPar
|
|
||
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
$
|
227
|
|
92
|
%
|
|
$
|
208
|
|
2012
|
|
$
|
202
|
|
88
|
%
|
|
$
|
168
|
|
- 22 - | ||
- 23 - | ||
As of December 31, 2013
|
|
|
|
|
% of Total
|
|
|
|
|
|
|
|
Investment
|
|
|
Industry Group
|
|
Fair Value
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
Basic materials
|
|
$
|
6,499,000
|
|
49.6
|
%
|
|
Financial services
|
|
|
2,468,000
|
|
18.8
|
%
|
|
Technology
|
|
|
1,231,000
|
|
9.4
|
%
|
|
REITs and real estate companies
|
|
|
945,000
|
|
7.2
|
%
|
|
Other
|
|
|
1,956,000
|
|
15.0
|
%
|
|
|
|
$
|
13,099,000
|
|
100.0
|
%
|
|
As of June 30, 2013
|
|
|
|
|
% of Total
|
|
|
|
|
|
|
|
Investment
|
|
|
Industry Group
|
|
Fair Value
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
Basic materials
|
|
$
|
4,733,000
|
|
37.5
|
%
|
|
Technology
|
|
|
2,698,000
|
|
21.4
|
%
|
|
Financial services
|
|
|
2,261,000
|
|
17.9
|
%
|
|
REITs and real estate companies
|
|
|
878,000
|
|
7.0
|
%
|
|
Other
|
|
|
2,054,000
|
|
16.2
|
%
|
|
|
|
$
|
12,624,000
|
|
100.0
|
%
|
|
- 24 - | ||
For the three months ended December 31,
|
|
2013
|
|
2012
|
|
||
Net gain (loss) on marketable securities
|
|
$
|
615,000
|
|
$
|
(2,108,000)
|
|
Net unrealized loss on other investments
|
|
|
(6,000)
|
|
|
(48,000)
|
|
Dividend and interest income
|
|
|
501,000
|
|
|
541,000
|
|
Margin interest expense
|
|
|
(160,000)
|
|
|
(152,000)
|
|
Trading and management expenses
|
|
|
(262,000)
|
|
|
(280,000)
|
|
|
|
$
|
688,000
|
|
$
|
(2,047,000)
|
|
For the six months ended December 31,
|
|
2013
|
|
2012
|
|
||
Net gain (loss) on marketable securities
|
|
$
|
768,000
|
|
$
|
(583,000)
|
|
Net unrealized loss on other investments
|
|
|
(6,000)
|
|
|
(238,000)
|
|
Dividend and interest income
|
|
|
515,000
|
|
|
569,000
|
|
Margin interest expense
|
|
|
(358,000)
|
|
|
(293,000)
|
|
Trading and management expenses
|
|
|
(534,000)
|
|
|
(532,000)
|
|
|
|
$
|
385,000
|
|
$
|
(1,077,000)
|
|
- 25 - | ||
|
|
|
|
|
6 Months
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
|
|
|
|||||
|
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
|||||||
Mortgage and subordinated notes payable
|
|
$
|
189,804,000
|
|
$
|
2,289,000
|
|
$
|
5,158,000
|
|
$
|
1,503,000
|
|
$
|
2,154,000
|
|
$
|
3,102,000
|
|
$
|
175,598,000
|
|
Redemption payable
|
|
$
|
19,091,000
|
|
|
9,546,000
|
|
|
9,545,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Other notes payable
|
|
$
|
730,000
|
|
|
297,000
|
|
|
291,000
|
|
|
45,000
|
|
|
51,000
|
|
|
46,000
|
|
|
-
|
|
Interest
|
|
$
|
183,637,000
|
|
|
5,281,000
|
|
|
10,268,000
|
|
|
10,173,000
|
|
|
10,000,000
|
|
|
9,713,000
|
|
|
138,202,000
|
|
Total
|
|
$
|
393,262,000
|
|
$
|
17,413,000
|
|
$
|
25,262,000
|
|
$
|
11,721,000
|
|
$
|
12,205,000
|
|
$
|
12,861,000
|
|
$
|
313,800,000
|
|
- 26 - | ||
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.
|
- 27 - | ||
|
THE INTERGROUP CORPORATION
|
|||
|
(Registrant)
|
|||
|
|
|
|
|
Date:
|
February 18, 2014
|
|
by
|
/s/ John V. Winfield
|
|
|
|
|
John V. Winfield, President,
|
|
|
|
|
Chairman of the Board and
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Date:
|
February 18, 2014
|
|
by
|
/s/ David T. Nguyen
|
|
|
|
|
David T. Nguyen, Treasurer
|
|
|
|
|
and Controller
|
- 28 - | ||
EXHIBIT 31.1
CERTIFICATION
I, John V. Winfield, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The InterGroup Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 18, 2014
/s/ John V. Winfield
John V. Winfield
President and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION
I, David T. Nguyen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The InterGroup Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 18, 2014
/s/ David T. Nguyen
David T. Nguyen
Treasurer and Controller
(Principal Financial Officer)
EXHIBIT 32.1
Certification of Principal Executive Officer Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of The InterGroup Corporation (the "Company") on Form 10-Q for the quarterly period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John V. Winfield, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
· | 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
John V. Winfield
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 18, 2014
A signed original of this written statement required by Section 906 has been provided to The InterGroup Corporation and will be retained by The InterGroup Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
Certification of Principal Financial Officer Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of The InterGroup Corporation (the "Company") on Form 10-Q for the quarterly period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David T. Nguyen, Treasurer and Controller of the Company, serving as its Principal Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
· | 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
David T. Nguyen
Treasurer and Controller
(Principal Financial Officer)
Date: February 18, 2014
A signed original of this written statement required by Section 906 has been provided to The InterGroup Corporation and will be retained by The InterGroup Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
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