UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2018
or
| ¨ | TRANSITION REPORT PURSUANT TO 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 | (I.R.S. Employer |
| Incorporation or organization) | Identification No.) |
11620 Wilshire Boulevard, Suite 350, Los Angeles, California 90025
(Address of principal executive offices) (Zip Code)
(310) 889-2500
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 x | Smaller reporting company x |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):
¨ Yes x No
The number of shares outstanding of registrant’s Common Stock, as of November 1, 2018 was 2,328,547.
TABLE OF CONTENTS
| - 2 - |
FINANCIAL INFORMATION
Item 1 - Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| As of | September 30, 2018 | June 30, 2018 | ||||||
| ASSETS | ||||||||
| Investment in hotel, net | $ | 40,600,000 | $ | 40,961,000 | ||||
| Investment in real estate, net | 52,981,000 | 53,369,000 | ||||||
| Investment in marketable securities | 14,005,000 | 13,841,000 | ||||||
| Other investments, net | 733,000 | 813,000 | ||||||
| Cash and cash equivalents | 10,001,000 | 8,053,000 | ||||||
| Restricted cash | 10,376,000 | 9,458,000 | ||||||
| Other assets, net | 4,740,000 | 5,185,000 | ||||||
| Total assets | $ | 133,436,000 | $ | 131,680,000 | ||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
| Liabilities: | ||||||||
| Accounts payable and other liabilities | $ | 3,694,000 | $ | 3,299,000 | ||||
| Accounts payable and other liabilities - Hotel | 9,399,000 | 9,946,000 | ||||||
| Due to securities broker | 2,927,000 | 1,887,000 | ||||||
| Obligations for securities sold | 1,664,000 | 1,935,000 | ||||||
| Related party and other notes payable | 5,643,000 | 5,735,000 | ||||||
| Capital leases | 1,299,000 | 1,355,000 | ||||||
| Line of credit payable | 2,985,000 | - | ||||||
| Mortgage notes payable - Hotel | 114,203,000 | 114,372,000 | ||||||
| Mortgage notes payable - real estate | 59,674,000 | 62,873,000 | ||||||
| Deferred tax liability | 955,000 | 245,000 | ||||||
| Total liabilities | 202,443,000 | 201,647,000 | ||||||
| Shareholders' deficit: | ||||||||
| Preferred stock, $.01 par value, 100,000 shares authorized; none issued | - | - | ||||||
| Common stock, $.01 par value, 4,000,000 shares authorized; 3,395,616 and 3,395,616 issued; 2,328,547 and 2,334,197 outstanding, respectively | 33,000 | 33,000 | ||||||
| Additional paid-in capital | 10,552,000 | 10,522,000 | ||||||
| Accumulated deficit | (40,587,000 | ) | (41,217,000 | ) | ||||
| Treasury stock, at cost, 1,067,069 and 1,061,419 shares, respectively | (13,466,000 | ) | (13,268,000 | ) | ||||
| Total InterGroup shareholders' deficit | (43,468,000 | ) | (43,930,000 | ) | ||||
| Noncontrolling interest | (25,539,000 | ) | (26,037,000 | ) | ||||
| Total shareholders' deficit | (69,007,000 | ) | (69,967,000 | ) | ||||
| Total liabilities and shareholders' equity | $ | 133,436,000 | $ | 131,680,000 | ||||
The accompanying notes are an integral part of these (unaudited) condensed consolidated financial statements.
| - 3 - |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the three months ended September 30, | 2018 | 2017 | ||||||
| Revenues: | ||||||||
| Hotel | $ | 15,810,000 | $ | 14,436,000 | ||||
| Real estate | 3,679,000 | 3,678,000 | ||||||
| Total revenues | 19,489,000 | 18,114,000 | ||||||
| Costs and operating expenses: | ||||||||
| Hotel operating expenses | (10,810,000 | ) | (10,589,000 | ) | ||||
| Real estate operating expenses | (2,012,000 | ) | (1,895,000 | ) | ||||
| Depreciation and amortization expenses | (1,243,000 | ) | (1,274,000 | ) | ||||
| General and administrative expenses | (643,000 | ) | (831,000 | ) | ||||
| Total costs and operating expenses | (14,708,000 | ) | (14,589,000 | ) | ||||
| Income from operations | 4,781,000 | 3,525,000 | ||||||
| Other income (expense): | ||||||||
| Interest expense - mortgages | (2,565,000 | ) | (2,493,000 | ) | ||||
| Net loss on marketable securities | (171,000 | ) | (1,022,000 | ) | ||||
| Dividend and interest income | 97,000 | 83,000 | ||||||
| Trading and margin interest expense | (304,000 | ) | (313,000 | ) | ||||
| Total other expense, net | (2,943,000 | ) | (3,745,000 | ) | ||||
| Income (loss) before income taxes | 1,838,000 | (220,000 | ) | |||||
| Income tax expense | (710,000 | ) | (75,000 | ) | ||||
| Net income (loss) | 1,128,000 | (295,000 | ) | |||||
| Less: Net income attributable to the noncontrolling interest | (498,000 | ) | (117,000 | ) | ||||
| Net income (loss) attributable to InterGroup | $ | 630,000 | $ | (412,000 | ) | |||
| Net income (loss) per share | ||||||||
| Basic | $ | 0.48 | $ | (0.12 | ) | |||
| Diluted | $ | 0.43 | $ | (0.12 | ) | |||
| Net income (loss) per share attributable to InterGroup | ||||||||
| Basic | $ | 0.27 | $ | (0.17 | ) | |||
| Diluted | $ | 0.24 | $ | (0.17 | ) | |||
| Weighted average number of basic common shares outstanding | 2,333,419 | 2,371,765 | ||||||
| Weighted average number of diluted common shares outstanding | 2,651,419 | 2,371,765 | ||||||
The accompanying notes are an integral part of these (unaudited) condensed consolidated financial statements.
| - 4 - |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the three months ended September 30, | 2018 | 2017 | ||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | 1,128,000 | $ | (295,000 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 1,230,000 | 1,302,000 | ||||||
| Deferred taxes | 710,000 | 74,000 | ||||||
| Net unrealized loss on marketable securities | 163,000 | 722,000 | ||||||
| Stock compensation expense | 30,000 | 62,000 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Investment in marketable securities | (327,000 | ) | 1,956,000 | |||||
| Other assets | 445,000 | (1,127,000 | ) | |||||
| Accounts payable and other liabilities | (152,000 | ) | 402,000 | |||||
| Due to securities broker | 1,040,000 | (1,385,000 | ) | |||||
| Obligations for securities sold | (271,000 | ) | (252,000 | ) | ||||
| Net cash provided by operating activities | 3,996,000 | 1,459,000 | ||||||
| Cash flows from investing activities: | ||||||||
| Investment in hotel, net | (282,000 | ) | (44,000 | ) | ||||
| Investment in real estate, net | (212,000 | ) | (272,000 | ) | ||||
| Proceeds from other investments | 80,000 | - | ||||||
| Net cash used in investing activities | (414,000 | ) | (316,000 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net payments of mortgage and other notes payable | (518,000 | ) | (752,000 | ) | ||||
| Purchase of treasury stock | (198,000 | ) | - | |||||
| Net cash used in financing activities | (716,000 | ) | (752,000 | ) | ||||
| Net increase in cash, cash equivalents and restricted cash | 2,866,000 | 391,000 | ||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 17,511,000 | 10,273,000 | ||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | 20,377,000 | $ | 10,664,000 | ||||
| Supplemental information: | ||||||||
| Interest paid | $ | 2,633,000 | $ | 2,682,000 | ||||
The accompanying notes are an integral part of these (unaudited) condensed consolidated financial statements.
| - 5 - |
THE INTERGROUP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The condensed 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 condensed consolidated financial statements prepared in accordance with generally accepted accounting principles (U.S. GAAP) 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 condensed 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, 2018. The June 30, 2018 Condensed Consolidated Balance Sheet was derived from the Company’s Form 10-K for the year ended June 30, 2018.
The results of operations for the three months ended September 30, 2018 are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2019.
Basic and diluted 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 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. For the three months ending September 30, 2018, the Company had 318,000 stock options that were considered potentially dilutive common shares. The basic and diluted earnings per share were the same for the three months ending September 30, 2017 because the Company had a net loss.
As of September 30, 2018, the Company had the power to vote 85.9% 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 primary business is conducted through the management of its 68.8% owned subsidiary, Portsmouth Square, Inc. (“Portsmouth”), a public company (OTCBB: PRSI). Portsmouth’s primary business is conducted through its general and limited partnership interest in Justice Investors Limited Partnership; a California limited partnership (“Justice” or the “Partnership”). InterGroup also directly owns approximately 13.4% of the common stock of Portsmouth.
Justice, through its subsidiaries Justice Operating Company, LLC (“Operating”), Justice Mezzanine Company, LLC (“Mezzanine”) and Kearny Street Parking, LLC (“Parking”) 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. Mezzanine and Parking are both wholly-owned subsidiaries of the Partnership; Operating is a wholly-owned subsidiary of Mezzanine. Mezzanine is the borrower under certain mezzanine indebtedness of Justice, and in December 2013, the Partnership conveyed ownership of the Hotel to Operating. The Hotel is operated by the partnership as a full-service Hilton brand hotel pursuant to a Franchise License Agreement with HLT Franchise Holding LLC (Hilton) through January 31, 2030.
Justice entered into a Hotel management agreement (“HMA”) with Interstate Management Company, LLC (“Interstate”) to manage the Hotel with an effective takeover date of February 3, 2017. The term of the management agreement is for an initial period of ten years commencing on the takeover date and automatically renews for successive one (1) year periods, to not exceed five years in the aggregate, subject to certain conditions. Under the terms on the HMA, base management fee payable to Interstate shall be one and seven-tenths (1.70%) of total Hotel revenue.
| - 6 - |
The Company began managing the parking garage that is part of the Hotel in-house in 2016. Effective February 3, 2017, Interstate took over the management of the parking garage along with the Hotel.
In addition to the operations of the Hotel, the Company also generates income from the ownership, management and, when appropriate, sale of real estate. Properties include sixteen apartment complexes, one commercial real estate property and three single-family houses. The properties are located throughout the United States, but are concentrated in Dallas, Texas and Southern California. The Company also has an investment in unimproved real property. As of September 30, 2018, all of the Company’s residential and commercial rental properties are managed in-house.
Due to Securities Broker
Various securities brokers have advanced funds to the Company for the purchase of marketable securities under standard margin agreements. These advanced funds are recorded as a liability.
Obligations for Securities Sold
Obligation for securities sold represents the fair market value of shares sold with the promise to deliver that security at some future date and the fair market value of shares underlying the written call options with the obligation to deliver that security when and if the option is exercised. The obligation may be satisfied with current holdings of the same security or by subsequent purchases of that security. Unrealized gains and losses from changes in the obligation are included in the condensed consolidated statements of operations.
Income Tax
The Company consolidates Justice (“Hotel”) for financial reporting purposes and is not taxed on its non-controlling interest in the Hotel. The income tax expense during the three months ended September 30, 2018 and 2017 represent the income tax effect on the Company’s pretax income (loss) which includes its share in the net income of the Hotel. For the three months ended September 30, 2018, the income tax expense includes adjustments relating to the changes in the deferred tax assets as a result of the recent tax law changes.
Financial Condition and Liquidity
The Company’s cash flows are primarily generated from its Hotel operations. The Company also receives cash generated from the investment of its cash and marketable securities, other investments, and the ownership and management of real estate.
To fund the redemption of limited partnership interests and to repay the prior mortgage of $42,940,000, Justice obtained a $97,000,000 mortgage loan and a $20,000,000 mezzanine loan. The mortgage loan is secured by the Partnership’s principal asset, the Hotel. The mortgage loan bears an interest rate of 5.275% per annum with interest only payments due through January 2017. Beginning in February 2017, the loan began to amortize over a thirty-year period through its maturity date of January 2024. As additional security for the mortgage loan, there is a limited guaranty executed by Portsmouth in favor of the mortgage lender. The mezzanine loan is secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. The mezzanine interest only loan bears interest at 9.75% per annum and matures in January 2024. As additional security for the mezzanine loan, there is a limited guaranty executed by Portsmouth in favor of the mezzanine lender.
Effective as of May 11, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under the environmental indemnity for Justice Investors limited partnership’s $97,000,000 mortgage loan and the $20,000,000 mezzanine loan. Pursuant to the agreement, InterGroup is required to maintain a certain net worth and liquidity. As of September 30, 2018, InterGroup is in compliance with both requirements.
In July 2018, InterGroup obtained a revolving $5,000,000 line of credit (“RLOC”). On July 31, 2018, $2,969,000 was drawn from the RLOC to pay off the mortgage note payable at Intergroup Woodland Village, Inc. (“Woodland Village”) and a new mortgage note payable was established at Woodland Village due to InterGroup for the amount drawn. Woodland Village holds a three-story apartment complex in Los Angeles, California and is 55.4% and 44.6% owned by Santa Fe and the Company, respectively. The RLOC carries a variable interest rate of 30-day LIBOR plus 3%. Interest is paid on a monthly basis. The RLOC and all accrued and unpaid interest are due in June 2019. The $2,969,000 mortgage due to InterGroup carries same terms as InterGroup’s RLOC.
| - 7 - |
On August 31, 2018, $1,005,000 was drawn from the RLOC to pay off a mortgage note payable on a single-family house located in Los Angeles, California. On September 28, 2018, the Company obtained a new mortgage in the amount of $1,000,000 on the same property. The interest rate on the new loan is fixed at 4.75% per annum for the first five years and variable for the remaining of the term. The note matures in October 2048. $995,000 received as a result of the refinance was used to pay down the RLOC.
Despite an uncertain economy, the Hotel has continued to generate positive operating income. While the debt service requirements related the loans may create some additional risk for the Company and its ability to generate cash flows in the future, 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.
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 the partnership management fees, will be adequate to meet the Company’s current and future obligations. Additionally, management believes there is significant appreciated value in the Hotel property to support additional borrowings, if necessary.
Recently Issued and Adopted Accounting Pronouncements
In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-18, Restricted Cash. ASU 2016-18 requires companies to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Additionally, ASU 2016-18 requires a disclosure of a reconciliation between the statement of financial position and the statement of cash flows when the balance sheet includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. ASU 2016-18 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted, and will be applied retrospectively to all periods presented. The Company adopted ASU 2018-16 effective July 1, 2018. The adoption of ASU 2016-18 impacted the presentation of cash flows with inclusion of restricted cash flows for each of the presented periods.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We applied the modified retrospective transition method to all contracts upon the adoption of ASU 2014-09 effective July 1, 2018. We provided the additional required disclosures, but the cumulative adjustment from our comparative periods was zero in our condensed consolidated financial statements. See Note 2.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which supersedes existing guidance on accounting for leases in Leases (Topic 840) and generally requires all leases, including operating leases, to be recognized in the statement of financial position as right-of-use assets and lease liabilities by lessees. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach and are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. We intend to adopt the standard on July 1, 2019. The Company is currently reviewing the effect of ASU No. 2016-02.
On June 16, 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU modifies the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the timelier recognition of losses. ASU No. 2016-13 will be effective for us as of January 1, 2020. The Company is currently reviewing the effect of ASU No. 2016-13.
| - 8 - |
NOTE 2 – REVENUE
On July 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, as described in Note 1, using the modified retrospective approach to all contracts resulting in no cumulative adjustment to accumulated deficit. The adoption of this standard did not impact the timing of our revenue recognition based on the short-term, day-to-day nature of our operations.
The following table present our hotel revenues disaggregated by revenue streams. Revenues from real estate are not affected by the new guidance.
| For the three months ended September 30, | 2018 | 2017 | ||||||
| Hotel revenues: | ||||||||
| Hotel rooms | $ | 13,522,000 | $ | 11,842,000 | ||||
| Food and beverage | 1,449,000 | 1,759,000 | ||||||
| Garage | 774,000 | 781,000 | ||||||
| Other operating departments | 65,000 | 54,000 | ||||||
| Total hotel revenue | $ | 15,810,000 | $ | 14,436,000 | ||||
Performance obligations
We identified the following performance obligations, for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:
| • | Cancellable room reservations or ancillary services are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs. |
| • | Noncancellable room reservations and banquet or conference reservations represent a series of distinct goods or services provided over time and satisfied as each distinct good or service is provided, which is reflected by the duration of the room reservation. |
| • | Other ancillary goods and services are purchased independently of the room reservation at standalone selling prices and are considered separate performance obligations, which are satisfied when the related good or service is provided to the hotel guest. |
| • | Components of package reservations for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above. |
Hotel revenue primarily consists of hotel room rentals, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking). Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component.
We do not disclose the value of unsatisfied performance obligations for contracts with an expected length of one year or less. Due to the nature of our business, our revenue is not significantly impacted by refunds. Cash payments received in advance of guests staying at our hotel are refunded to hotel guests if the guest cancels within the specified time period, before any services are rendered. Refunds related to service are generally recognized as an adjustment to the transaction price at the time the hotel stay occurs or services are rendered.
| - 9 - |
Contract assets and liabilities
We do not have any material contract assets as of September 30, 2018 and June 30, 2018 other than trade and other receivables, net on our Condensed Consolidated Balance Sheet. Our receivables are primarily the result of contracts with customers, which are reduced by an allowance for doubtful accounts that reflects our estimate of amounts that will not be collected.
We record contract liabilities when cash payments are received or due in advance of guests staying at our hotel, which are presented within accounts payable and other liabilities – Hotel on our Condensed Consolidated Balance Sheets. Contract liabilities increased to $812,000 as of September 30, 2018 from $571,000 as of June 30, 2018. The increase for the three months ended September 30, 2018 was primarily driven by deposits received from upcoming groups, partially offset by $428,000 revenue recognized that was included in the advanced deposits balance as of June 30, 2018.
Contract costs
We consider sales commissions earned to be incremental costs of obtaining a contract with our customers. As a practical expedient, we expense these costs as incurred as our contracts with customers and lease agreements do not extend beyond one year.
NOTE 3 – INVESTMENT IN HOTEL, NET
Investment in hotel consisted of the following as of:
| Accumulated | Net Book | |||||||||||
| September 30, 2018 | Cost | Depreciation | Value | |||||||||
| Land | $ | 2,738,000 | $ | - | $ | 2,738,000 | ||||||
| Furniture and equipment | 29,632,000 | (26,147,000 | ) | 3,485,000 | ||||||||
| Building and improvements | 64,336,000 | (29,959,000 | ) | 34,377,000 | ||||||||
| $ | 96,706,000 | $ | (56,106,000 | ) | $ | 40,600,000 | ||||||
| Accumulated | Net Book | |||||||||||
| June 30, 2018 | Cost | Depreciation | Value | |||||||||
| Land | $ | 2,738,000 | $ | - | $ | 2,738,000 | ||||||
| Furniture and equipment | 29,350,000 | (25,876,000 | ) | 3,474,000 | ||||||||
| Building and improvements | 64,336,000 | (29,587,000 | ) | 34,749,000 | ||||||||
| $ | 96,424,000 | $ | (55,463,000 | ) | $ | 40,961,000 | ||||||
NOTE 4 – INVESTMENT IN REAL ESTATE
The Company’s investment in real estate includes sixteen apartment complexes, one commercial real estate property and three single-family houses. The properties are located throughout the United States, but are concentrated in Dallas, Texas and Southern California. The Company also has an investment in unimproved real property. Investment in real estate consisted of the following:
| As of | September 30, 2018 | June 30, 2018 | ||||||
| Land | $ | 25,033,000 | $ | 25,033,000 | ||||
| Buildings, improvements and equipment | 67,749,000 | 67,536,000 | ||||||
| Accumulated depreciation | (39,801,000 | ) | (39,200,000 | ) | ||||
| Investment in real estate, net | $ | 52,981,000 | $ | 53,369,000 | ||||
| - 10 - |
NOTE 5 – INVESTMENT IN MARKETABLE SECURITIES
The Company’s investment in marketable securities consists primarily of corporate equities. The Company has also periodically invested in corporate bonds and income producing securities, which may include interests in real estate-based companies and REITs, where financial benefit could transfer to its shareholders through income and/or capital gain.
At September 30, 2018 and June 30, 2018, 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:
| Gross | Gross | Net | Fair | |||||||||||||||||
| Investment | Cost | Unrealized Gain | Unrealized Loss | Unrealized Loss | Value | |||||||||||||||
| As of September 30, 2018 | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Equities | $ | 22,653,000 | $ | 2,882,000 | $ | (11,530,000 | ) | $ | (8,648,000 | ) | $ | 14,005,000 | ||||||||
| As of June 30, 2018 | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Equities | $ | 22,388,000 | $ | 2,450,000 | $ | (10,997,000 | ) | $ | (8,547,000 | ) | $ | 13,841,000 | ||||||||
As of September 30, 2018, and June 30, 2018, the Company had unrealized losses of $11,257,000 and $10,819,000, respectively, related to securities held for over one year.
Net loss on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of net loss on marketable securities for the respective periods:
| For the three months ended March 31, | 2018 | 2017 | ||||||
| Realized loss on marketable securities | $ | (8,000 | ) | $ | (300,000 | ) | ||
| Unrealized gain (loss) on marketable securities | 217,000 | (191,000 | ) | |||||
| Unrealized loss on marketable securities related to Comstock | (380,000 | ) | (531,000 | ) | ||||
| Net loss on marketable securities | $ | (171,000 | ) | $ | (1,022,000 | ) | ||
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. Other investments also include non-marketable warrants carried at fair value.
Other investments, net consist of the following:
| Type | September 30, 2018 | June 30, 2018 | ||||||
| Private equity hedge fund, at cost | $ | 474,000 | $ | 554,000 | ||||
| Other preferred stock, at cost | 259,000 | 259,000 | ||||||
| $ | 733,000 | $ | 813,000 | |||||
| - 11 - |
NOTE 7 - FAIR VALUE MEASUREMENTS
The carrying values of the Company’s financial instruments not required to be carried at fair value on a recurring basis approximate fair value due to their short maturities (i.e., accounts receivable, other assets, accounts payable and other liabilities and obligations for securities sold) or the nature and terms of the obligation (i.e., other notes payable and mortgage notes payable).
The assets measured at fair value on a recurring basis are as follows:
| 9/30/2018 | 6/30/2018 | |||||||
| As of | Total - Level 1 | Total - Level 1 | ||||||
| Assets: | ||||||||
| Investment in marketable securities: | ||||||||
| REITs and real estate companies | $ | 4,651,000 | $ | 4,300,000 | ||||
| Corporate Bonds | 2,576,000 | 2,282,000 | ||||||
| Technology | 1,960,000 | 1,813,000 | ||||||
| Healthcare | 1,697,000 | 1,777,000 | ||||||
| Energy | 829,000 | 311,000 | ||||||
| Basic material | 772,000 | 1,038,000 | ||||||
| Communications | 267,000 | 1,071,000 | ||||||
| Other | 1,253,000 | 1,249,000 | ||||||
| $ | 14,005,000 | $ | 13,841,000 | |||||
The fair values of investments in marketable securities are determined by the most recently traded price of each security at the balance sheet date.
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 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 as follows:
| Net loss for the three months | ||||||||||||
| Assets | Level 3 | September 30, 2018 | ended September 30, 2018 | |||||||||
| Other non-marketable investments | $ | 733,000 | $ | 733,000 | $ | - | ||||||
| Net loss for the three months | ||||||||||||
| Assets | Level 3 | June 30, 2018 | ended September 30, 2017 | |||||||||
| Other non-marketable investments | $ | 813,000 | $ | 813,000 | $ | - | ||||||
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 and holds less than 20% ownership in each of the 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 8 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows.
| - 12 - |
| As of | 9/30/2018 | 9/30/2017 | ||||||
| Cash and cash equivalents | $ | 10,001,000 | $ | 2,813,000 | ||||
| Restricted cash | 10,376,000 | 7,851,000 | ||||||
| Total cash, cash equivalents, and restricted cash | $ | 20,377,000 | $ | 10,664,000 | ||||
Restricted cash is comprised of amounts held by lenders for payment of real estate taxes, insurance, replacement and capital addition reserves. It also includes key money received from Interstate that is restricted for capital improvements for the Hotel.
NOTE 9 – STOCK BASED COMPENSATION PLANS
The Company follows Accounting Standard Codification (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, 2018 for more detail information on the Company’s stock-based compensation plans.
During the three months ended September 30, 2018 and 2017, the Company recorded stock option compensation cost of $30,000 and $62,000, respectively, related to stock options that were previously issued. As of September 30, 2018, there was a total of $90,000 of unamortized compensation related to stock options which is expected to be recognized over the weighted-average period of 2.81 years.
Option-pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of the Company’s stock price history. The Company has selected to use the simplified method for estimating the expected term. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and does not anticipate issuing any dividends in the future.
The following table summarizes the stock options activity from July 1, 2017 through September 30, 2018:
| Number of | Weighted Average | Weighted Average | Aggregate | |||||||||||||
| Shares | Exercise Price | Remaining Life | Intrinsic Value | |||||||||||||
| Oustanding at | July 1, 2017 | 368,000 | $ | 17.21 | 5.17 years | $ | 3,046,000 | |||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Forfeited | - | - | ||||||||||||||
| Exchanged | - | - | ||||||||||||||
| Outstanding at | June 30, 2018 | 368,000 | $ | 17.21 | 4.17 years | $ | 3,505,000 | |||||||||
| Exercisable at | June 30, 2018 | 318,000 | $ | 16.47 | 3.79 years | $ | 3,257,000 | |||||||||
| Vested and Expected to vest at | June 30, 2018 | 368,000 | $ | 17.21 | 4.17 years | $ | 3,505,000 | |||||||||
| Oustanding at | July 1, 2018 | 368,000 | $ | 17.21 | 4.17 years | $ | 3,505,000 | |||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Forfeited | - | - | ||||||||||||||
| Exchanged | - | - | ||||||||||||||
| Outstanding at | September 30, 2018 | 368,000 | $ | 17.21 | 3.92 years | $ | 6,407,000 | |||||||||
| Exercisable at | September 30, 2018 | 318,000 | $ | 16.47 | 3.53 years | $ | 5,893,000 | |||||||||
| Vested and Expected to vest at | September 30, 2018 | 368,000 | $ | 17.21 | 3.92 years | $ | 6,407,000 | |||||||||
| - 13 - |
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 months ended September 30, 2018 and 2017. Operating income 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 (loss) for investment transactions consist of net investment gain (loss), impairment loss on other investments, net unrealized gain (loss) on other investments, dividend and interest income and trading and margin interest expense. The other segment consists of corporate general and administrative expenses and the income tax expense for the entire Company.
| As of and for the three months | Hotel | Real Estate | Investment | |||||||||||||||||
| ended September 30, 2018 | Operations | Operations | Transactions | Corporate | Total | |||||||||||||||
| Revenues | $ | 15,810,000 | $ | 3,679,000 | $ | - | $ | - | $ | 19,489,000 | ||||||||||
| Segment operating expenses | (10,810,000 | ) | (2,012,000 | ) | - | (643,000 | ) | (13,465,000 | ) | |||||||||||
| Segment income (loss) from operations | 5,000,000 | 1,667,000 | - | (643,000 | ) | 6,024,000 | ||||||||||||||
| Interest expense - mortgage | (1,814,000 | ) | (751,000 | ) | - | - | (2,565,000 | ) | ||||||||||||
| Depreciation and amortization expense | (642,000 | ) | (601,000 | ) | - | - | (1,243,000 | ) | ||||||||||||
| Loss from investments | - | - | (378,000 | ) | - | (378,000 | ) | |||||||||||||
| Income tax expense | - | - | - | (710,000 | ) | (710,000 | ) | |||||||||||||
| Net income (loss) | $ | 2,544,000 | $ | 315,000 | $ | (378,000 | ) | $ | (1,353,000 | ) | $ | 1,128,000 | ||||||||
| Total assets | $ | 59,490,000 | $ | 52,981,000 | $ | 14,738,000 | $ | 6,227,000 | $ | 133,436,000 | ||||||||||
| As of and for the three months | Hotel | Real Estate | Investment | |||||||||||||||||
| ended September 30, 2017 | Operations | Operations | Transactions | Corporate | Total | |||||||||||||||
| Revenues | $ | 14,436,000 | $ | 3,678,000 | $ | - | $ | - | $ | 18,114,000 | ||||||||||
| Segment operating expenses | (10,589,000 | ) | (1,895,000 | ) | - | (831,000 | ) | (13,315,000 | ) | |||||||||||
| Segment income (loss) from operations | 3,847,000 | 1,783,000 | - | (831,000 | ) | 4,799,000 | ||||||||||||||
| Interest expense - mortgage | (1,853,000 | ) | (640,000 | ) | - | - | (2,493,000 | ) | ||||||||||||
| Depreciation and amortization expense | (699,000 | ) | (575,000 | ) | - | - | (1,274,000 | ) | ||||||||||||
| Loss from investments | - | - | (1,252,000 | ) | - | (1,252,000 | ) | |||||||||||||
| Income tax expense | - | - | - | (75,000 | ) | (75,000 | ) | |||||||||||||
| Net income (loss) | $ | 1,295,000 | $ | 568,000 | $ | (1,252,000 | ) | $ | (906,000 | ) | $ | (295,000 | ) | |||||||
NOTE 11 – RELATED PARTY AND OTHER FINANCING TRANSACTIONS
On July 2, 2014, the Partnership obtained from the Company an unsecured loan in the principal amount of $4,250,000 at 12% per year fixed interest, with a term of 2 years, payable interest only each month. InterGroup received a 3% loan fee. The loan may be prepaid at any time without penalty. The loan was extended to December 31, 2018. During the fiscal year ended June 30, 2018, the Partnership made principle paydown of $1,250,000.
The balance of related party note payable at September 30, 2018 includes obligation to Hilton (Franchisor) in the form of a self-exhausting, interest free development incentive note which is reduced by approximately $316,000 annually through 2030 by Hilton if the Partnership is still a Franchisee with Hilton. The outstanding balance of the note as of September 30, 2018 and June 30, 2018, was $3,563,000 and $3,642,000, respectively.
| - 14 - |
On February 1, 2017, Justice entered into a Hotel management agreement (“HMA”) with Interstate Management Company, LLC (“Interstate”) to manage the Hotel with an effective takeover date of February 3, 2017. The term of the management agreement is for an initial period of 10 years commencing on the takeover date and automatically renews for an additional year not to exceed five years in aggregate subject to certain conditions. The HMA also provides for Interstate to advance a key money incentive fee to the Hotel for capital improvements in the amount of $2,000,000 under certain terms and conditions described in a separate key money agreement. The key money contribution shall be amortized in equal monthly amounts over an eight (8) year period commencing on the second (2nd) anniversary of the takeover date. The $2,000,000 is included in restricted cash and related party note payable balances in the condensed consolidated balance sheets as of September 30, 2018 and June 30, 2018.
In April 2017, Portsmouth obtained from InterGroup an unsecured short-term loan in the amount of $1,000,000 at 5% per year fixed interest, with a term of five months and maturing September 6, 2017. The short-term loan was extended to September 15, 2017 and paid off on September 13, 2017.
As of September 30, 2018, the Company had capital lease obligations outstanding of $1,299,000. These capital leases expire in various years through 2023 at rates ranging from 5.77% to 6.53% per annum. Minimum future lease payments for assets under capital leases as of September 30, 2018 are as follows:
| For the year ending June 30, | ||||
| 2019 | $ | 288,000 | ||
| 2020 | 384,000 | |||
| 2021 | 384,000 | |||
| 2022 | 376,000 | |||
| 2023 | 26,000 | |||
| Total minimum lease payments | 1,458,000 | |||
| Less interest on capital lease | (159,000 | ) | ||
| Present value of future minimum lease payments | $ | 1,299,000 |
Future minimum principle payments for all related party and other financing transactions are as follows:
| For the year ending June 30, | ||||
| 2019 | $ | 3,575,000 | ||
| 2020 | 895,000 | |||
| 2021 | 916,000 | |||
| 2022 | 930,000 | |||
| 2023 | 592,000 | |||
| Thereafter | 2,954,000 | |||
| $ | 9,862,000 |
In July 2018, InterGroup obtained a revolving $5,000,000 line of credit (“RLOC”). On July 31, 2018, $2,969,000 was drawn from the RLOC to pay off the mortgage note payable at Intergroup Woodland Village, Inc. (“Woodland Village”) and a new mortgage note payable was established at Woodland Village due to InterGroup for the amount drawn. Woodland Village holds a three-story apartment complex in Los Angeles, California and is 55.4% and 44.6% owned by Santa Fe and the Company, respectively. The RLOC carries a variable interest rate of 30-day LIBOR plus 3%. Interest is paid on a monthly basis. The RLOC and all accrued and unpaid interest are due in June 2019. The $2,969,000 mortgage due to InterGroup carries same terms as InterGroup’s RLOC.
Effective May 12, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under environmental indemnity for Justice Investors limited partnership’s $97,000,000 mortgage loan and the $20,000,000 mezzanine loan, in order to maintain certain minimum net worth and liquidity guarantor covenant requirements that Portsmouth was unable to satisfy independently as of March 31, 2017.
In connection with the redemption of the limited partnership interest of Justice, Justice Operating Company, LLC agreed to pay a total of $1,550,000 in fees to certain officers and directors of the Company for services rendered in connection with the redemption of the partnership interests, refinancing of the Justices properties and reorganization of Justice. This agreement was superseded by a letter dated December 11, 2013 from Justice, in which Justice assumed the payment obligations of Justice Operating Company, LLC. As of September 30, 2018, $200,000 of these fees remain payable and are included in related party and other notes payable on the accompanying condensed consolidated balance sheets.
| - 15 - |
As of September 30, 2017, Justice had an outstanding accounts payable balance to InterGroup for $116,000 for management of the Hotel from June to December of 2016. The balance was paid in full as of December 31, 2017.
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.
As Chairman of the Securities Investment Committee, the Company’s President and Chief Executive Officer (CEO), John V. Winfield, directs the investment activity of the Company in public and private markets pursuant to authority granted by the Board of Directors. Mr. Winfield also serves as Chief Executive Officer and Chairman of the Portsmouth and Santa Fe and oversees the investment activity of those companies. Depending on certain market conditions and various risk factors, the Chief Executive Officer, Portsmouth and Santa Fe may, at times, invest in the same companies in which the Company invests. Such investments align the interests of the Company with the interests of related parties because it places the personal resources of the Chief Executive Officer and the resources of the Portsmouth and Santa Fe, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company.
We are involved from time to time in legal proceedings of types regarded as common in our business, including administrative or judicial proceedings, such as employment or labor disputes, breach of contract liability and premises liability litigation. Where appropriate, we may establish financial reserves for such proceedings. We also maintain insurance to mitigate certain of such risks.
| Item 3 - | 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,” “will”, “would” 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, 2018, 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
As of September 30, 2018, the Company owned approximately 81.9% of the common shares of its subsidiary, Santa Fe and Santa Fe owned approximately 68.8% of the common shares of Portsmouth Square, Inc. InterGroup also directly owns approximately 13.4% of the common shares of Portsmouth. The Company's principal source of revenue continue to be derived from the general and limited partnership interests of its subsidiary, Portsmouth, in the Justice Investors limited partnership (“Justice” or the “Partnership”) inclusive of hotel room revenue, food and beverage revenue, garage revenue, and revenue from other operating departments. The Company also generates income from its investments in real estate properties and from investment of its cash and securities assets. Justice owns a 544- room hotel property located at 750 Kearny Street, San Francisco, California 94108, known as the “Hilton San Francisco Financial District” (the “Hotel” or the “Property”) and related facilities, including a five-level underground parking garage. The financial statements of Justice have been consolidated with those of the Company.
| - 16 - |
The Hotel is operated by the Partnership as a full-service Hilton brand hotel pursuant to a Franchise License Agreement (the “License Agreement”) with HLT Franchise Holding LLC (“Hilton”). The Partnership entered into the License Agreement on December 10, 2004. The term of the License Agreement was for an initial period of 15 years commencing on the opening date, with an option to extend the License Agreement for another five years, subject to certain conditions. On June 26, 2015, the Partnership and Hilton entered into an amended franchise agreement which extended the License Agreement through 2030, modified the monthly royalty rate, extended geographic protection to the Partnership and also provided the Partnership certain key money cash incentives to be earned through 2030. The key money cash incentives were received on July 1, 2015.
On February 1, 2017, Justice entered into a Hotel management agreement (“HMA”) with Interstate Management Company, LLC (“Interstate”) to manage the Hotel with an effective takeover date of February 3, 2017. The term of HMA is for an initial period of ten years commencing on the takeover date and automatically renews for an additional year not to exceed five years in aggregate subject to certain conditions. The HMA also provides for Interstate to advance a key money incentive fee to the Hotel for capital improvements in the amount of $2,000,000 under certain terms and conditions described in a separate key money agreement.
The parking garage that is part of the Hotel property was managed by Ace Parking pursuant to a contract with the Partnership. The contract was terminated with an effective termination date of October 4, 2016. The Company began managing the parking garage in-house after the termination of Ace Parking. Effective February 3, 2017, Interstate took over the management of the parking garage along with the Hotel.
In addition to the operations of the Hotel, the Company also generates income from the ownership and management of real estate. Properties include sixteen apartment complexes, one commercial real estate property, and three 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 an investment in unimproved real property. All of the Company’s residential and commercial rental operating properties are managed in-house.
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.
Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017
The Company had a net income of $1,128,000 for the three months ended September 30, 2018 compared to net loss of $295,000 for the three months ended September 30, 2017. The change is primarily attributable to increased revenue from Hotel operations.
Hotel Operations
The Company had net income from Hotel operations of $2,544,000 for the three months ended September 30, 2018 compared to net income of $1,295,000 for the three months ended September 30, 2017. The increase in net income is primarily due to increased revenue.
| - 17 - |
The following table sets forth a more detailed presentation of Hotel operations for the three months ended September 30, 2018 and 2017.
| For the three months ended September 30, | 2018 | 2017 | ||||||
| Hotel revenues: | ||||||||
| Hotel rooms | $ | 13,522,000 | $ | 11,842,000 | ||||
| Food and beverage | 1,449,000 | 1,759,000 | ||||||
| Garage | 774,000 | 781,000 | ||||||
| Other operating departments | 65,000 | 54,000 | ||||||
| Total hotel revenues | 15,810,000 | 14,436,000 | ||||||
| Operating expenses excluding depreciation and amortization | (10,810,000 | ) | (10,589,000 | ) | ||||
| Operating income before interest, depreciation and amortization | 5,000,000 | 3,847,000 | ||||||
| Interest expense - mortgage | (1,814,000 | ) | (1,853,000 | ) | ||||
| Depreciation and amortization expense | (642,000 | ) | (699,000 | ) | ||||
| Net income from Hotel operations | $ | 2,544,000 | $ | 1,295,000 | ||||
For the three months ended September 30, 2018, the Hotel had operating income of $5,000,000 before interest expense, depreciation and amortization on total operating revenues of $15,810,000 compared to operating income of $3,847,000 before interest expense, depreciation and amortization on total operating revenues of $14,436,000 for the three months ended September 30, 2017. Room revenues increased by $1,680,000 for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 due to our change in strategy to limit midweek group business in order to capture higher rate transient occupancy and to grow occupancy on shoulder dates with group rooms. Food and beverage revenue decreased by $310,000 as a result of limiting midweek group business. Garage revenue remained relatively consistent year over year. Revenue from other operating departments increased by $11,000 primarily due to increased attrition revenue.
Total operating expenses increased by $221,000 this quarter primarily due to increase in group commission, franchise fees and management fees as revenue increased.
The following table sets forth the average daily room rate, average occupancy percentage and RevPAR of the Hotel for the three months ended September 30, 2018 and 2017.
| Three
Months Ended September 30, | Average Daily Rate | Average Occupancy % | RevPAR | |||||||||
| 2018 | $ | 277 | 97 | % | $ | 270 | ||||||
| 2017 | $ | 254 | 93 | % | $ | 237 | ||||||
The Hotel’s revenues increased by 9.5% this quarter as compared to the previous comparable quarter. Average daily rate decreased by $23, average occupancy increased from 93% to 97%, and RevPAR increased by $33 for the three months ended September 30, 2018 compared to the three months ended September 30, 2017.
Real Estate Operations
Real estate revenues for the three months ended September 30, 2018 remained flat compare to the three months ended September 30, 2017. For the same comparable periods, net income from real estate operations decreased due to increase in real estate taxes and interest expense. All of Company’s properties are managed in-house. 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.
Investment Transactions
The Company had a net loss on marketable securities of $171,000 for the three months ended September 30, 2018 compared to a net loss on marketable securities of $1,022,000 for the three months ended September 30, 2017. For the three months ended September 30, 2018, the Company had a net realized loss of $8,000 and a net unrealized loss of $163,000. For the three months ended September 30, 2017, the Company had a net realized loss of $300,000 and a net unrealized loss of $722,000. 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.
| - 18 - |
The Company and its subsidiaries, Portsmouth and Santa Fe, compute and file income tax returns and prepare discrete income tax provisions for financial reporting. The income tax expense during the three months ended September 30, 2018 and 2017 represents primarily the income tax effect of the pretax loss at InterGroup and the pretax income of Portsmouth which includes its share in net income of the Hotel.
MARKETABLE SECURITIES
The following table shows the composition of the Company’s marketable securities portfolio as of September 30, 2018 and June 30, 2018 by selected industry groups.
| As of September 30, 2018 | Investment | |||||||
| Industry Group | Fair Value | Securities | ||||||
| REIT's and real estate ompanies | $ | 4,651,000 | 33.3 | % | ||||
| Corporate Bonds | 2,576,000 | 18.4 | % | |||||
| Technology | 1,960,000 | 14.0 | % | |||||
| Healthcare | 1,697,000 | 12.1 | % | |||||
| Energy | 829,000 | 5.9 | % | |||||
| Basic material | 772,000 | 5.5 | % | |||||
| Communications | 267,000 | 1.9 | % | |||||
| Other | 1,253,000 | 8.9 | % | |||||
| $ | 14,005,000 | 100.0 | % | |||||
| % of Total | ||||||||
| As of June 30, 2018 | Investment | |||||||
| Industry Group | Fair Value | Securities | ||||||
| REIT's and real estate ompanies | $ | 4,300,000 | 31.2 | % | ||||
| Corporate Bonds | 2,282,000 | 16.5 | % | |||||
| Technology | 1,813,000 | 13.1 | % | |||||
| Healthcare | 1,777,000 | 12.8 | % | |||||
| Communications | 1,071,000 | 7.7 | % | |||||
| Basic material | 1,038,000 | 7.5 | % | |||||
| Energy | 311,000 | 2.2 | % | |||||
| Other | 1,249,000 | 9.0 | % | |||||
| $ | 13,841,000 | 100.0 | % | |||||
As of September 30, 2018, 16% and 15% of the Company’s investment in marketable securities portfolio consist of the common stock of Colony Capital, Inc. (NYSE: CLNY) and of American Realty Investors, Inc. (NYSE: ARL), respectively. Both investments are included in the REITs and real estate companies industry group.
| - 19 - |
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 respective periods:
| For the three months ended September 30, | 2018 | 2017 | ||||||
| Net loss on marketable securities | $ | (171,000 | ) | $ | (1,022,000 | ) | ||
| Dividend and interest income | 97,000 | 83,000 | ||||||
| Margin interest expense | (156,000 | ) | (190,000 | ) | ||||
| Trading and management expenses | (148,000 | ) | (123,000 | ) | ||||
| $ | (378,000 | ) | $ | (1,252,000 | ) | |||
FINANCIAL CONDITION AND LIQUIDITY
The Company’s cash flows are primarily generated from its Hotel operations, its real estate operations, and the investment of its cash in marketable securities and other investments.
To fund the redemption of limited partnership interests and to repay the prior mortgage, Justice obtained a $97,000,000 mortgage loan and a $20,000,000 mezzanine loan in December of 2013. The mortgage loan is secured by the Partnership’s principal asset, the Hotel. The mortgage loan bears an interest rate of 5.275% per annum and matures in January 2024. As additional security for the mortgage loan, there is a limited guaranty executed by the Portsmouth in favor of the mortgage lender. The mezzanine loan is a secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. The mezzanine loan bears interest at 9.75% per annum and matures in January 2024. As additional security for the mezzanine loan, there is a limited guaranty executed by Portsmouth in favor of the mezzanine lender. Effective as of May 12, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under the environmental indemnity for Justice Investors limited partnership’s $97,000,000 mortgage loan and the $20,000,000 mezzanine loan.
On July 2, 2014, the Partnership obtained from InterGroup an unsecured loan in the principal amount of $4,250,000 at 12% per year fixed interest, with a term of two years, payable interest only each month. InterGroup received a 3% loan fee. The loan may be prepaid at any time without penalty. The loan was extended to December 31, 2018. During the fiscal year ended June 30, 2018, the Partnership made principle paydown of $1,250,000.
In April 2017, Portsmouth obtained from InterGroup an unsecured short-term loan in the amount of $1,000,000 at 5% per year fixed interest, with a term of five months and maturing September 6, 2017. The short-term loan was extended to September 15, 2017 and paid off on September 13, 2017.
In July 2018, InterGroup obtained a revolving $5,000,000 line of credit (“RLOC”). On July 31, 2018, $2,969,000 was drawn from the RLOC to pay off the mortgage note payable at Intergroup Woodland Village, Inc. (“Woodland Village”) and a new mortgage note payable was established at Woodland Village due to InterGroup for the amount drawn. Woodland Village holds a three-story apartment complex in Los Angeles, California and is 55.4% and 44.6% owned by Santa Fe and the Company, respectively. The RLOC carries a variable interest rate of 30-day LIBOR plus 3%. Interest is paid on a monthly basis. The RLOC and all accrued and unpaid interest are due in June 2019. The $2,969,000 mortgage due to InterGroup carries same terms as InterGroup’s RLOC.
On August 31, 2018, $1,005,000 was drawn from the RLOC to pay off a mortgage note payable on a single-family house located in Los Angeles, California. On September 28, 2018, the Company obtained a new mortgage in the amount of $1,000,000 on the same property. The interest rate on the new loan is fixed at 4.75% per annum for the first five years and variable for the remaining of the term. The note matures in October 2048. $995,000 received as a result of the refinance was used to pay down the RLOC.
Despite an uncertain economy, the Hotel has continued to generate positive operating income. While the debt service requirements related the loans may create some additional risk for the Company and its ability to generate cash flows in the future, 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.
| - 20 - |
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 the partnership management fees, will be adequate to meet the Company’s current and future obligations. Additionally, management believes there is significant appreciated value in the Hotel property to support additional borrowings, if necessary.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off balance sheet arrangements.
MATERIAL CONTRACTUAL OBLIGATIONS
The following table provides a summary as of September 30, 2018, the Company’s material financial obligations which also including interest payments.
| 9 Months | Year | Year | Year | Year | ||||||||||||||||||||||||
| Total | 2019 | 2020 | 2021 | 2022 | 2023 | Thereafter | ||||||||||||||||||||||
| Mortgage and subordinated notes payable | $ | 174,811,000 | $ | 2,348,000 | $ | 3,061,000 | $ | 12,490,000 | $ | 3,102,000 | $ | 37,820,000 | $ | 115,990,000 | ||||||||||||||
| Other notes payable | 6,942,000 | 615,000 | 935,000 | 916,000 | 930,000 | 592,000 | 2,954,000 | |||||||||||||||||||||
| Interest | 47,622,000 | 7,124,000 | 9,490,000 | 9,128,000 | 8,641,000 | 7,634,000 | 5,605,000 | |||||||||||||||||||||
| Total | $ | 229,375,000 | $ | 10,087,000 | $ | 13,486,000 | $ | 22,534,000 | $ | 12,673,000 | $ | 46,046,000 | $ | 124,549,000 | ||||||||||||||
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 the Company has the power and ability 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 AND USE OF ESTIMATES
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. There have been no material changes to the Company’s critical accounting policies during the three months ended September 30, 2018 except for the adoption of ASU 2016-18 and ASC 606. Please refer to the Company’s Annual Report on Form 10-K for the year ended June 30, 2018 for a summary of the critical accounting policies.
| - 21 - |
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 and on the material weakness noted below, the Chief Executive Officer and Principal Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are not 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
As stated in the Company’s Form 10-K for the year ended June 30, 2017, we identified a material weakness in internal controls over financial reporting related to our deferred income taxes and income tax expense during the fourth quarter of fiscal 2017. During the quarter ended September 30, 2017, we hired new tax CPA specialist to perform detailed analysis which was completed for the year ended June 30, 2017. We also assigned our audit committee with oversight responsibilities. The material weakness related to tax provision preparation has not been remediated in fiscal year 2018. While significant progress has been made as of June 30, 2018, these controls were not operating effectively. The Company has taken steps to remediate the material weakness and improved its internal control over financial reporting during the last quarterly period covered by this Form 10-Q.
OTHER INFORMATION
| 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. |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
Pursuant to the requirements of Section 13 or 15(d) 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: November 2, 2018 | by | /s/ John V. Winfield |
| John V. Winfield, President, | ||
| Chairman of the Board and | ||
| Chief Executive Officer | ||
| Date: November 2, 2018 | by | /s/ Danfeng Xu |
| Danfeng Xu, Treasurer and Controller | ||
| - 22 - |
EXHIBIT 31.1
CERTIFICATION
I, John V. Winfield, certify that:
1. I have reviewed this annual 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: November 2, 2018
/s/ John V. Winfield
John V. Winfield
President and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION
I, Danfeng Xu, certify that:
1. I have reviewed this annual 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: November 2, 2018
/s/ Danfeng Xu
Danfeng Xu
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 Annual Report of The InterGroup Corporation (the "Company") on Form 10-Q for the quarter ended September 30, 2018, 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: November 2, 2018
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 Annual Report of The InterGroup Corporation (the "Company") on Form 10-Q for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Danfeng Xu, 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/ Danfeng Xu
Danfeng Xu
Treasurer and Controller
(Principal Financial Officer)
Date: November 2, 2018
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.
Document And Entity Information - shares |
3 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Nov. 01, 2018 |
|
| Document Information [Line Items] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Sep. 30, 2018 | |
| Document Fiscal Year Focus | 2019 | |
| Document Fiscal Period Focus | Q1 | |
| Entity Registrant Name | INTERGROUP CORP | |
| Entity Central Index Key | 0000069422 | |
| Current Fiscal Year End Date | --06-30 | |
| Entity Filer Category | Non-accelerated Filer | |
| Trading Symbol | INTG | |
| Entity Common Stock, Shares Outstanding | 2,328,547 | |
| Entity Emerging Growth Company | false | |
| Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares |
Sep. 30, 2018 |
Jun. 30, 2018 |
|---|---|---|
| Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Preferred stock, shares authorized | 100,000 | 100,000 |
| Preferred stock , shares issued | 0 | 0 |
| Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Common stock, shares authorized | 4,000,000 | 4,000,000 |
| Common stock, shares issued | 3,395,616 | 3,395,616 |
| Common stock, shares outstanding | 2,328,547 | 2,334,197 |
| Treasury stock, shares | 1,067,069 | 1,061,419 |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended | |
|---|---|---|
Sep. 30, 2018 | ||
| Accounting Policies [Abstract] | ||
| Basis of Presentation and Significant Accounting Policies [Text Block] | NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The condensed 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 condensed consolidated financial statements prepared in accordance with generally accepted accounting principles (U.S. GAAP) 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 condensed 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, 2018. The June 30, 2018 Condensed Consolidated Balance Sheet was derived from the Company’s Form 10-K for the year ended June 30, 2018. The results of operations for the three months ended September 30, 2018 are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2019. Basic and diluted 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 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. For the three months ending September 30, 2018, the Company had 318,000 stock options that were considered potentially dilutive common shares. The basic and diluted earnings per share were the same for the three months ending September 30, 2017 because the Company had a net loss. As of September 30, 2018, the Company had the power to vote 85.9% 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 primary business is conducted through the management of its 68.8% owned subsidiary, Portsmouth Square, Inc. (“Portsmouth”), a public company (OTCBB: PRSI). Portsmouth’s primary business is conducted through its general and limited partnership interest in Justice Investors Limited Partnership; a California limited partnership (“Justice” or the “Partnership”). InterGroup also directly owns approximately 13.4% of the common stock of Portsmouth. Justice, through its subsidiaries Justice Operating Company, LLC (“Operating”), Justice Mezzanine Company, LLC (“Mezzanine”) and Kearny Street Parking, LLC (“Parking”) 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. Mezzanine and Parking are both wholly-owned subsidiaries of the Partnership; Operating is a wholly-owned subsidiary of Mezzanine. Mezzanine is the borrower under certain mezzanine indebtedness of Justice, and in December 2013, the Partnership conveyed ownership of the Hotel to Operating. The Hotel is operated by the partnership as a full-service Hilton brand hotel pursuant to a Franchise License Agreement with HLT Franchise Holding LLC (Hilton) through January 31, 2030. Justice entered into a Hotel management agreement (“HMA”) with Interstate Management Company, LLC (“Interstate”) to manage the Hotel with an effective takeover date of February 3, 2017. The term of the management agreement is for an initial period of ten years commencing on the takeover date and automatically renews for successive one (1) year periods, to not exceed five years in the aggregate, subject to certain conditions. Under the terms on the HMA, base management fee payable to Interstate shall be one and seven-tenths (1.70%) of total Hotel revenue. The Company began managing the parking garage that is part of the Hotel in-house in 2016. Effective February 3, 2017, Interstate took over the management of the parking garage along with the Hotel. In addition to the operations of the Hotel, the Company also generates income from the ownership, management and, when appropriate, sale of real estate. Properties include sixteen apartment complexes, one commercial real estate property and three single-family houses. The properties are located throughout the United States, but are concentrated in Dallas, Texas and Southern California. The Company also has an investment in unimproved real property. As of September 30, 2018, all of the Company’s residential and commercial rental properties are managed in-house. Due to Securities Broker Various securities brokers have advanced funds to the Company for the purchase of marketable securities under standard margin agreements. These advanced funds are recorded as a liability. Obligations for Securities Sold Obligation for securities sold represents the fair market value of shares sold with the promise to deliver that security at some future date and the fair market value of shares underlying the written call options with the obligation to deliver that security when and if the option is exercised. The obligation may be satisfied with current holdings of the same security or by subsequent purchases of that security. Unrealized gains and losses from changes in the obligation are included in the condensed consolidated statements of operations. Income Tax The Company consolidates Justice (“Hotel”) for financial reporting purposes and is not taxed on its non-controlling interest in the Hotel. The income tax expense during the three months ended September 30, 2018 and 2017 represent the income tax effect on the Company’s pretax income (loss) which includes its share in the net income of the Hotel. For the three months ended September 30, 2018, the income tax expense includes adjustments relating to the changes in the deferred tax assets as a result of the recent tax law changes. Financial Condition and Liquidity The Company’s cash flows are primarily generated from its Hotel operations. The Company also receives cash generated from the investment of its cash and marketable securities, other investments, and the ownership and management of real estate. To fund the redemption of limited partnership interests and to repay the prior mortgage of $42,940,000, Justice obtained a $97,000,000 mortgage loan and a $20,000,000 mezzanine loan. The mortgage loan is secured by the Partnership’s principal asset, the Hotel. The mortgage loan bears an interest rate of 5.275% per annum with interest only payments due through January 2017. Beginning in February 2017, the loan began to amortize over a thirty-year period through its maturity date of January 2024. As additional security for the mortgage loan, there is a limited guaranty executed by Portsmouth in favor of the mortgage lender. The mezzanine loan is secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. The mezzanine interest only loan bears interest at 9.75% per annum and matures in January 2024. As additional security for the mezzanine loan, there is a limited guaranty executed by Portsmouth in favor of the mezzanine lender. Effective as of May 11, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under the environmental indemnity for Justice Investors limited partnership’s $97,000,000 mortgage loan and the $20,000,000 mezzanine loan. Pursuant to the agreement, InterGroup is required to maintain a certain net worth and liquidity. As of September 30, 2018, InterGroup is in compliance with both requirements. In July 2018, InterGroup obtained a revolving $5,000,000 line of credit (“RLOC”). On July 31, 2018, $2,969,000 was drawn from the RLOC to pay off the mortgage note payable at Intergroup Woodland Village, Inc. (“Woodland Village”) and a new mortgage note payable was established at Woodland Village due to InterGroup for the amount drawn. Woodland Village holds a three-story apartment complex in Los Angeles, California and is 55.4% and 44.6% owned by Santa Fe and the Company, respectively. The RLOC carries a variable interest rate of 30-day LIBOR plus 3%. Interest is paid on a monthly basis. The RLOC and all accrued and unpaid interest are due in June 2019. The $2,969,000 mortgage due to InterGroup carries same terms as InterGroup’s RLOC. On August 31, 2018, $1,005,000 was drawn from the RLOC to pay off a mortgage note payable on a single-family house located in Los Angeles, California. On September 28, 2018, the Company obtained a new mortgage in the amount of $1,000,000 on the same property. The interest rate on the new loan is fixed at 4.75% per annum for the first five years and variable for the remaining of the term. The note matures in October 2048. $995,000 received as a result of the refinance was used to pay down the RLOC. Despite an uncertain economy, the Hotel has continued to generate positive operating income. While the debt service requirements related the loans may create some additional risk for the Company and its ability to generate cash flows in the future, 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. 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 the partnership management fees, will be adequate to meet the Company’s current and future obligations. Additionally, management believes there is significant appreciated value in the Hotel property to support additional borrowings, if necessary. Recently Issued and Adopted Accounting Pronouncements In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-18, Restricted Cash. ASU 2016-18 requires companies to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Additionally, ASU 2016-18 requires a disclosure of a reconciliation between the statement of financial position and the statement of cash flows when the balance sheet includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. ASU 2016-18 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted, and will be applied retrospectively to all periods presented. The Company adopted ASU 2018-16 effective July 1, 2018. The adoption of ASU 2016-18 impacted the presentation of cash flows with inclusion of restricted cash flows for each of the presented periods. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We applied the modified retrospective transition method to all contracts upon the adoption of ASU 2014-09 effective July 1, 2018. We provided the additional required disclosures, but the cumulative adjustment from our comparative periods was zero in our condensed consolidated financial statements. See Note 2. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which supersedes existing guidance on accounting for leases in Leases (Topic 840) and generally requires all leases, including operating leases, to be recognized in the statement of financial position as right-of-use assets and lease liabilities by lessees. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach and are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. We intend to adopt the standard on July 1, 2019. The Company is currently reviewing the effect of ASU No. 2016-02. On June 16, 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU modifies the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the timelier recognition of losses. ASU No. 2016-13 will be effective for us as of January 1, 2020. The Company is currently reviewing the effect of ASU No. 2016-13. |
REVENUE |
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue from Contract with Customer [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue from Contract with Customer [Text Block] | NOTE 2 – REVENUE On July 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, as described in Note 1, using the modified retrospective approach to all contracts resulting in no cumulative adjustment to accumulated deficit. The adoption of this standard did not impact the timing of our revenue recognition based on the short-term, day-to-day nature of our operations. The following table present our hotel revenues disaggregated by revenue streams. Revenues from real estate are not affected by the new guidance.
Performance obligations We identified the following performance obligations, for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:
Hotel revenue primarily consists of hotel room rentals, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking). Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component. We do not disclose the value of unsatisfied performance obligations for contracts with an expected length of one year or less. Due to the nature of our business, our revenue is not significantly impacted by refunds. Cash payments received in advance of guests staying at our hotel are refunded to hotel guests if the guest cancels within the specified time period, before any services are rendered. Refunds related to service are generally recognized as an adjustment to the transaction price at the time the hotel stay occurs or services are rendered. Contract assets and liabilities We do not have any material contract assets as of September 30, 2018 and June 30, 2018 other than trade and other receivables, net on our Condensed Consolidated Balance Sheet. Our receivables are primarily the result of contracts with customers, which are reduced by an allowance for doubtful accounts that reflects our estimate of amounts that will not be collected. We record contract liabilities when cash payments are received or due in advance of guests staying at our hotel, which are presented within accounts payable and other liabilities – Hotel on our Condensed Consolidated Balance Sheets. Contract liabilities increased to $812,000 as of September 30, 2018 from $571,000 as of June 30, 2018. The increase for the three months ended September 30, 2018 was primarily driven by deposits received from upcoming groups, partially offset by $428,000 revenue recognized that was included in the advanced deposits balance as of June 30, 2018. Contract costs We consider sales commissions earned to be incremental costs of obtaining a contract with our customers. As a practical expedient, we expense these costs as incurred as our contracts with customers and lease agreements do not extend beyond one year. |
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INVESTMENT IN HOTEL, NET |
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| Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Real Estate Disclosure [Text Block] | NOTE 3 – INVESTMENT IN HOTEL, NET Investment in hotel consisted of the following as of:
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INVESTMENT IN REAL ESTATE |
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||
| Investment In Real Estate [Text Block] | NOTE 4 – INVESTMENT IN REAL ESTATE The Company’s investment in real estate includes sixteen apartment complexes, one commercial real estate property and three single-family houses. The properties are located throughout the United States, but are concentrated in Dallas, Texas and Southern California. The Company also has an investment in unimproved real property. Investment in real estate consisted of the following:
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INVESTMENT IN MARKETABLE SECURITIES |
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| Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | NOTE 5 – INVESTMENT IN MARKETABLE SECURITIES The Company’s investment in marketable securities consists primarily of corporate equities. The Company has also periodically invested in corporate bonds and income producing securities, which may include interests in real estate-based companies and REITs, where financial benefit could transfer to its shareholders through income and/or capital gain. At September 30, 2018 and June 30, 2018, 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 September 30, 2018, and June 30, 2018, the Company had unrealized losses of $11,257,000 and $10,819,000, respectively, related to securities held for over one year. Net loss on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of net loss on marketable securities for the respective periods:
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OTHER INVESTMENTS, NET |
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| Other Investments [Abstract] | ||||||||||||||||||||||||||||||||||||||
| Other Investments Disclosure [Text Block] | 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. Other investments also include non-marketable warrants carried at fair value. Other investments, net consist of the following:
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FAIR VALUE MEASUREMENTS |
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| Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Text Block] | NOTE 7 - FAIR VALUE MEASUREMENTS The carrying values of the Company’s financial instruments not required to be carried at fair value on a recurring basis approximate fair value due to their short maturities (i.e., accounts receivable, other assets, accounts payable and other liabilities and obligations for securities sold) or the nature and terms of the obligation (i.e., other notes payable and mortgage notes payable). The assets measured at fair value on a recurring basis are as follows:
The fair values of investments in marketable securities are determined by the most recently traded price of each security at the balance sheet date. 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 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 as follows:
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 and holds less than 20% ownership in each of the 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. |
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CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
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| Cash and Cash Equivalents [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash and Cash Equivalents Disclosure [Text Block] | NOTE 8 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows.
Restricted cash is comprised of amounts held by lenders for payment of real estate taxes, insurance, replacement and capital addition reserves. It also includes key money received from Interstate that is restricted for capital improvements for the Hotel. |
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STOCK BASED COMPENSATION PLANS |
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| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 9 – STOCK BASED COMPENSATION PLANS The Company follows Accounting Standard Codification (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, 2018 for more detail information on the Company’s stock-based compensation plans. During the three months ended September 30, 2018 and 2017, the Company recorded stock option compensation cost of $30,000 and $62,000, respectively, related to stock options that were previously issued. As of September 30, 2018, there was a total of $90,000 of unamortized compensation related to stock options which is expected to be recognized over the weighted-average period of 2.81 years. Option-pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of the Company’s stock price history. The Company has selected to use the simplified method for estimating the expected term. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and does not anticipate issuing any dividends in the future. The following table summarizes the stock options activity from July 1, 2017 through September 30, 2018:
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SEGMENT INFORMATION |
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| Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Reporting Disclosure [Text Block] | 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 months ended September 30, 2018 and 2017. Operating income 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 (loss) for investment transactions consist of net investment gain (loss), impairment loss on other investments, net unrealized gain (loss) on other investments, dividend and interest income and trading and margin interest expense. The other segment consists of corporate general and administrative expenses and the income tax expense for the entire Company.
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RELATED PARTY AND OTHER FINANCING TRANSACTIONS |
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| Related Party and Other Financing Transactions [Text Block] | NOTE 11 – RELATED PARTY AND OTHER FINANCING TRANSACTIONS On July 2, 2014, the Partnership obtained from the Company an unsecured loan in the principal amount of $4,250,000 at 12% per year fixed interest, with a term of 2 years, payable interest only each month. InterGroup received a 3% loan fee. The loan may be prepaid at any time without penalty. The loan was extended to December 31, 2018. During the fiscal year ended June 30, 2018, the Partnership made principle paydown of $1,250,000. The balance of related party note payable at September 30, 2018 includes obligation to Hilton (Franchisor) in the form of a self-exhausting, interest free development incentive note which is reduced by approximately $316,000 annually through 2030 by Hilton if the Partnership is still a Franchisee with Hilton. The outstanding balance of the note as of September 30, 2018 and June 30, 2018, was $3,563,000 and $3,642,000, respectively. On February 1, 2017, Justice entered into a Hotel management agreement (“HMA”) with Interstate Management Company, LLC (“Interstate”) to manage the Hotel with an effective takeover date of February 3, 2017. The term of the management agreement is for an initial period of 10 years commencing on the takeover date and automatically renews for an additional year not to exceed five years in aggregate subject to certain conditions. The HMA also provides for Interstate to advance a key money incentive fee to the Hotel for capital improvements in the amount of $2,000,000 under certain terms and conditions described in a separate key money agreement. The key money contribution shall be amortized in equal monthly amounts over an eight (8) year period commencing on the second (2 nd ) anniversary of the takeover date. The $2,000,000 is included in restricted cash and related party note payable balances in the condensed consolidated balance sheets as of September 30, 2018 and June 30, 2018.In April 2017, Portsmouth obtained from InterGroup an unsecured short-term loan in the amount of $1,000,000 at 5% per year fixed interest, with a term of five months and maturing September 6, 2017. The short-term loan was extended to September 15, 2017 and paid off on September 13, 2017. As of September 30, 2018, the Company had capital lease obligations outstanding of $1,299,000. These capital leases expire in various years through 2023 at rates ranging from 5.77% to 6.53% per annum. Minimum future lease payments for assets under capital leases as of September 30, 2018 are as follows:
Future minimum principle payments for all related party and other financing transactions are as follows:
In July 2018, InterGroup obtained a revolving $5,000,000 line of credit (“RLOC”). On July 31, 2018, $2,969,000 was drawn from the RLOC to pay off the mortgage note payable at Intergroup Woodland Village, Inc. (“Woodland Village”) and a new mortgage note payable was established at Woodland Village due to InterGroup for the amount drawn. Woodland Village holds a three-story apartment complex in Los Angeles, California and is 55.4% and 44.6% owned by Santa Fe and the Company, respectively. The RLOC carries a variable interest rate of 30-day LIBOR plus 3%. Interest is paid on a monthly basis. The RLOC and all accrued and unpaid interest are due in June 2019. The $2,969,000 mortgage due to InterGroup carries same terms as InterGroup’s RLOC. Effective May 12, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under environmental indemnity for Justice Investors limited partnership’s $97,000,000 mortgage loan and the $20,000,000 mezzanine loan, in order to maintain certain minimum net worth and liquidity guarantor covenant requirements that Portsmouth was unable to satisfy independently as of March 31, 2017. In connection with the redemption of the limited partnership interest of Justice, Justice Operating Company, LLC agreed to pay a total of $1,550,000 in fees to certain officers and directors of the Company for services rendered in connection with the redemption of the partnership interests, refinancing of the Justices properties and reorganization of Justice. This agreement was superseded by a letter dated December 11, 2013 from Justice, in which Justice assumed the payment obligations of Justice Operating Company, LLC. As of September 30, 2018, $200,000 of these fees remain payable and are included in related party and other notes payable on the accompanying condensed consolidated balance sheets. As of September 30, 2017, Justice had an outstanding accounts payable balance to InterGroup for $116,000 for management of the Hotel from June to December of 2016. The balance was paid in full as of December 31, 2017. 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. As Chairman of the Securities Investment Committee, the Company’s President and Chief Executive Officer (CEO), John V. Winfield, directs the investment activity of the Company in public and private markets pursuant to authority granted by the Board of Directors. Mr. Winfield also serves as Chief Executive Officer and Chairman of the Portsmouth and Santa Fe and oversees the investment activity of those companies. Depending on certain market conditions and various risk factors, the Chief Executive Officer, Portsmouth and Santa Fe may, at times, invest in the same companies in which the Company invests. Such investments align the interests of the Company with the interests of related parties because it places the personal resources of the Chief Executive Officer and the resources of the Portsmouth and Santa Fe, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company. |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| Due To And From Broker Dealers [Policy Text Block] | Due to Securities Broker Various securities brokers have advanced funds to the Company for the purchase of marketable securities under standard margin agreements. These advanced funds are recorded as a liability. |
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| Obligations For Securities Sold Policy [Policy Text Block] | Obligations for Securities Sold Obligation for securities sold represents the fair market value of shares sold with the promise to deliver that security at some future date and the fair market value of shares underlying the written call options with the obligation to deliver that security when and if the option is exercised. The obligation may be satisfied with current holdings of the same security or by subsequent purchases of that security. Unrealized gains and losses from changes in the obligation are included in the condensed consolidated statements of operations. |
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| Income Tax, Policy [Policy Text Block] | Income Tax The Company consolidates Justice (“Hotel”) for financial reporting purposes and is not taxed on its non-controlling interest in the Hotel. The income tax expense during the three months ended September 30, 2018 and 2017 represent the income tax effect on the Company’s pretax income (loss) which includes its share in the net income of the Hotel. For the three months ended September 30, 2018, the income tax expense includes adjustments relating to the changes in the deferred tax assets as a result of the recent tax law changes. |
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| Financial Condition And Liquidity Policy [Policy Text Block] | Financial Condition and Liquidity The Company’s cash flows are primarily generated from its Hotel operations. The Company also receives cash generated from the investment of its cash and marketable securities, other investments, and the ownership and management of real estate. To fund the redemption of limited partnership interests and to repay the prior mortgage of $42,940,000, Justice obtained a $97,000,000 mortgage loan and a $20,000,000 mezzanine loan. The mortgage loan is secured by the Partnership’s principal asset, the Hotel. The mortgage loan bears an interest rate of 5.275% per annum with interest only payments due through January 2017. Beginning in February 2017, the loan began to amortize over a thirty-year period through its maturity date of January 2024. As additional security for the mortgage loan, there is a limited guaranty executed by Portsmouth in favor of the mortgage lender. The mezzanine loan is secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. The mezzanine interest only loan bears interest at 9.75% per annum and matures in January 2024. As additional security for the mezzanine loan, there is a limited guaranty executed by Portsmouth in favor of the mezzanine lender. Effective as of May 11, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under the environmental indemnity for Justice Investors limited partnership’s $97,000,000 mortgage loan and the $20,000,000 mezzanine loan. Pursuant to the agreement, InterGroup is required to maintain a certain net worth and liquidity. As of September 30, 2018, InterGroup is in compliance with both requirements. In July 2018, InterGroup obtained a revolving $5,000,000 line of credit (“RLOC”). On July 31, 2018, $2,969,000 was drawn from the RLOC to pay off the mortgage note payable at Intergroup Woodland Village, Inc. (“Woodland Village”) and a new mortgage note payable was established at Woodland Village due to InterGroup for the amount drawn. Woodland Village holds a three-story apartment complex in Los Angeles, California and is 55.4% and 44.6% owned by Santa Fe and the Company, respectively. The RLOC carries a variable interest rate of 30-day LIBOR plus 3%. Interest is paid on a monthly basis. The RLOC and all accrued and unpaid interest are due in June 2019. The $2,969,000 mortgage due to InterGroup carries same terms as InterGroup’s RLOC. On August 31, 2018, $1,005,000 was drawn from the RLOC to pay off a mortgage note payable on a single-family house located in Los Angeles, California. On September 28, 2018, the Company obtained a new mortgage in the amount of $1,000,000 on the same property. The interest rate on the new loan is fixed at 4.75% per annum for the first five years and variable for the remaining of the term. The note matures in October 2048. $995,000 received as a result of the refinance was used to pay down the RLOC. Despite an uncertain economy, the Hotel has continued to generate positive operating income. While the debt service requirements related the loans may create some additional risk for the Company and its ability to generate cash flows in the future, 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. 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 the partnership management fees, will be adequate to meet the Company’s current and future obligations. Additionally, management believes there is significant appreciated value in the Hotel property to support additional borrowings, if necessary. |
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| New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued and Adopted Accounting Pronouncements In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-18, Restricted Cash. ASU 2016-18 requires companies to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Additionally, ASU 2016-18 requires a disclosure of a reconciliation between the statement of financial position and the statement of cash flows when the balance sheet includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. ASU 2016-18 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted, and will be applied retrospectively to all periods presented. The Company adopted ASU 2018-16 effective July 1, 2018. The adoption of ASU 2016-18 impacted the presentation of cash flows with inclusion of restricted cash flows for each of the presented periods. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We applied the modified retrospective transition method to all contracts upon the adoption of ASU 2014-09 effective July 1, 2018. We provided the additional required disclosures, but the cumulative adjustment from our comparative periods was zero in our condensed consolidated financial statements. See Note 2. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which supersedes existing guidance on accounting for leases in Leases (Topic 840) and generally requires all leases, including operating leases, to be recognized in the statement of financial position as right-of-use assets and lease liabilities by lessees. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach and are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. We intend to adopt the standard on July 1, 2019. The Company is currently reviewing the effect of ASU No. 2016-02. On June 16, 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU modifies the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the timelier recognition of losses. ASU No. 2016-13 will be effective for us as of January 1, 2020. The Company is currently reviewing the effect of ASU No. 2016-13. |
REVENUE (Tables) |
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| Disaggregation of Revenue [Table Text Block] | The following table present our hotel revenues disaggregated by revenue streams. Revenues from real estate are not affected by the new guidance.
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INVESTMENT IN HOTEL, NET (Tables) |
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| Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Real Estate Properties [Table Text Block] | Investment in hotel consisted of the following as of:
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INVESTMENT IN REAL ESTATE (Tables) |
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| Schedule Of Investment In Real Estate [Table Text Block] | Investment in real estate consisted of the following:
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INVESTMENT IN MARKETABLE SECURITIES (Tables) |
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| Marketable Securities [Table Text Block] | At September 30, 2018 and June 30, 2018, 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:
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| Gain (Loss) on Investments [Table Text Block] | Net loss on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of net loss on marketable securities for the respective periods:
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OTHER INVESTMENTS, NET (Tables) |
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| Other Investments Not Readily Marketable [Table Text Block] | Other investments, net consist of the following:
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FAIR VALUE MEASUREMENTS (Tables) |
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| Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The assets measured at fair value on a recurring basis are as follows:
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| Fair Value Measurements, Nonrecurring [Table Text Block] | The following table shows the fair value hierarchy for these assets measured at fair value on a non-recurring basis as follows:
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CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) |
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| Schedule of Cash Cash Equivalents and Restricted Cash [Table Text Block] | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows.
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STOCK BASED COMPENSATION PLANS (Tables) |
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| Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes the stock options activity from July 1, 2017 through September 30, 2018:
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SEGMENT INFORMATION (Tables) |
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| Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Segment Reporting Information, by Segment [Table Text Block] | The other segment consists of corporate general and administrative expenses and the income tax expense for the entire Company.
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RELATED PARTY AND OTHER FINANCING TRANSACTIONS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Minimum future lease payments for assets under capital leases as of September 30, 2018 are as follows:
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| Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Maturities of Long-term Debt [Table Text Block] | Future minimum principle payments for all related party and other financing transactions are as follows:
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REVENUE (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
| Hotel revenues: | ||
| Revenues | $ 19,489,000 | $ 18,114,000 |
| Hotel Rooms [Member] | ||
| Hotel revenues: | ||
| Revenues | 13,522,000 | 11,842,000 |
| Food and Beverage [Member] | ||
| Hotel revenues: | ||
| Revenues | 1,449,000 | 1,759,000 |
| Garage [Member] | ||
| Hotel revenues: | ||
| Revenues | 774,000 | 781,000 |
| Other Operating Departments [Member] | ||
| Hotel revenues: | ||
| Revenues | 65,000 | 54,000 |
| Hotel [Member] | ||
| Hotel revenues: | ||
| Revenues | $ 15,810,000 | $ 14,436,000 |
REVENUE (Details Textual) - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Jun. 30, 2018 |
|
| Disaggregation of Revenue [Line Items] | ||
| Contract with Customer, Liability | $ 812,000 | $ 571,000 |
| Contract with Customer, Liability, Revenue Recognized | $ 428,000 |
INVESTMENT IN HOTEL, NET (Details) - USD ($) |
Sep. 30, 2018 |
Jun. 30, 2018 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Net Book Value | $ 40,600,000 | $ 40,961,000 |
| Hotel [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Cost | 96,706,000 | 96,424,000 |
| Accumulated Depreciation | (56,106,000) | (55,463,000) |
| Net Book Value | 40,600,000 | 40,961,000 |
| Land [Member] | Hotel [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Cost | 2,738,000 | 2,738,000 |
| Accumulated Depreciation | 0 | 0 |
| Net Book Value | 2,738,000 | 2,738,000 |
| Furniture and equipment [Member] | Hotel [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Cost | 29,632,000 | 29,350,000 |
| Accumulated Depreciation | (26,147,000) | (25,876,000) |
| Net Book Value | 3,485,000 | 3,474,000 |
| Building and improvements [Member] | Hotel [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Cost | 64,336,000 | 64,336,000 |
| Accumulated Depreciation | (29,959,000) | (29,587,000) |
| Net Book Value | $ 34,377,000 | $ 34,749,000 |
INVESTMENT IN REAL ESTATE (Details) - USD ($) |
Sep. 30, 2018 |
Jun. 30, 2018 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Investment in real estate, net | $ 52,981,000 | $ 53,369,000 |
| Apartment Building [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Accumulated depreciation | (39,801,000) | (39,200,000) |
| Apartment Building [Member] | Land [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Cost | 25,033,000 | 25,033,000 |
| Apartment Building [Member] | Buildings, improvements and equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Cost | $ 67,749,000 | $ 67,536,000 |
INVESTMENT IN MARKETABLE SECURITIES (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Sep. 30, 2018 |
Jun. 30, 2018 |
Sep. 30, 2017 |
|
| Debt and Equity Securities, FV-NI [Line Items] | |||
| Gross Unrealized Loss | $ (163,000) | $ (722,000) | |
| Net Unrealized Loss | 217,000 | $ (191,000) | |
| Fair Value | 14,005,000 | $ 13,841,000 | |
| Corporate Equities [Member] | |||
| Debt and Equity Securities, FV-NI [Line Items] | |||
| Cost | 22,653,000 | 22,388,000 | |
| Gross Unrealized Gain | 2,882,000 | 2,450,000 | |
| Gross Unrealized Loss | (11,530,000) | (10,997,000) | |
| Net Unrealized Loss | (8,648,000) | (8,547,000) | |
| Fair Value | $ 14,005,000 | $ 13,841,000 | |
INVESTMENT IN MARKETABLE SECURITIES (Details 1) - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
| Debt and Equity Securities, FV-NI [Line Items] | ||
| Realized loss on marketable securities | $ (8,000) | $ (300,000) |
| Unrealized gain (loss) on marketable securities | 217,000 | (191,000) |
| Unrealized loss on marketable securities related to Comstock | (380,000) | (531,000) |
| Net loss on marketable securities | $ (171,000) | $ (1,022,000) |
INVESTMENT IN MARKETABLE SECURITIES (Details Textual) - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Jun. 30, 2018 |
|
| Debt and Equity Securities, FV-NI [Line Items] | ||
| Trading Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Loss | $ 11,257,000 | $ 10,819,000 |
OTHER INVESTMENTS, NET (Details) - USD ($) |
Sep. 30, 2018 |
Jun. 30, 2018 |
|---|---|---|
| Other Investment [Line Items] | ||
| Other investments, net | $ 733,000 | $ 813,000 |
| Private equity hedge fund, at cost [Member] | ||
| Other Investment [Line Items] | ||
| Other investments, net | 474,000 | 554,000 |
| Other preferred stock, at cost [Member] | ||
| Other Investment [Line Items] | ||
| Other investments, net | $ 259,000 | $ 259,000 |
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Jun. 30, 2018 |
|
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
| Net loss | $ 0 | $ 0 | |
| Other Investments [Member] | |||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
| Other non-marketable investments | 733,000 | $ 813,000 | |
| Other Investments [Member] | Fair Value, Inputs, Level 3 [Member] | |||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
| Other non-marketable investments | $ 733,000 | $ 813,000 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) |
Sep. 30, 2018 |
Jun. 30, 2018 |
Sep. 30, 2017 |
Jun. 30, 2017 |
|---|---|---|---|---|
| Cash and Cash Equivalents [Line Items] | ||||
| Cash and cash equivalents | $ 10,001,000 | $ 8,053,000 | $ 2,813,000 | |
| Restricted cash | 10,376,000 | 7,851,000 | ||
| Total cash, cash equivalents, and restricted cash | $ 20,377,000 | $ 17,511,000 | $ 10,664,000 | $ 10,273,000 |
STOCK BASED COMPENSATION PLANS (Details Textual) - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
| Stock Based Compensation [Line Items] | ||
| Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | $ 30,000 | $ 62,000 |
| Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 90,000 | |
| Share-Based Compensation Arrangement By Share-Based Payment Award Award Vesting Period 1 | 2 years 9 months 22 days | |
RELATED PARTY AND OTHER FINANCING TRANSACTIONS (Details) |
Sep. 30, 2018
USD ($)
|
|---|---|
| 2019 | $ 288,000 |
| 2020 | 384,000 |
| 2021 | 384,000 |
| 2022 | 376,000 |
| 2023 | 26,000 |
| Total minimum lease payments | 1,458,000 |
| Less interest on capital lease | (159,000) |
| Present value of future minimum lease payments | $ 1,299,000 |
RELATED PARTY AND OTHER FINANCING TRANSACTIONS (Details 1) - Notes Payable, Other Payables [Member] |
Sep. 30, 2018
USD ($)
|
|---|---|
| 2019 | $ 3,575,000 |
| 2020 | 895,000 |
| 2021 | 916,000 |
| 2022 | 930,000 |
| 2023 | 592,000 |
| Thereafter | 2,954,000 |
| Long-term Debt | $ 9,862,000 |