x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
CALIFORNIA
|
94-1674111
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
Incorporation or organization)
|
Identification No.)
|
Large accelerated filer ¨
|
Accelerated filer ¨
|
|
|
Non-accelerated filer ¨
|
Smaller reporting company x
|
|
PART I FINANCIAL INFORMATION
|
Page
|
|
|
|
Item 1.
|
Financial Statements.
|
|
|
|
|
|
Condensed Consolidated Balance Sheets as of December 31, 2013 (Unaudited)
and June 30, 2013. |
3
|
|
|
|
|
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months ended
December 31, 2013 and 2012. |
4
|
|
|
|
|
Condensed Consolidated Statements of Operations (Unaudited) for the Six Months ended
December 31, 2013 and 2012. |
5
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months ended
December 31, 2013 and 2012. |
6
|
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
15
|
|
|
|
Item 4.
|
Controls and Procedures.
|
23
|
|
|
|
|
PART II OTHER INFORMATION
|
|
|
|
|
Item 6.
|
Exhibits.
|
24
|
|
|
|
Signatures
|
|
24
|
- 2 - | ||
As of
|
|
December 31, 2013
|
|
|
|
||
|
|
(Unaudited)
|
|
June 30, 2013
|
|
||
ASSETS
|
|
|
|
|
|
|
|
Investment in hotel, net
|
|
$
|
33,219,000
|
|
$
|
34,048,000
|
|
Investment in real estate
|
|
|
973,000
|
|
|
973,000
|
|
Investment in marketable securities
|
|
|
3,360,000
|
|
|
3,324,000
|
|
Other investments, net
|
|
|
5,157,000
|
|
|
5,160,000
|
|
Cash and cash equivalents
|
|
|
2,426,000
|
|
|
668,000
|
|
Restricted cash - redemption
|
|
|
19,091,000
|
|
|
-
|
|
Restricted cash - mortgage impounds
|
|
|
852,000
|
|
|
-
|
|
Accounts receivable, net
|
|
|
1,580,000
|
|
|
1,957,000
|
|
Other assets, net
|
|
|
3,594,000
|
|
|
2,004,000
|
|
Deferred tax asset
|
|
|
5,454,000
|
|
|
3,193,000
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
75,706,000
|
|
$
|
51,327,000
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
|
$
|
13,884,000
|
|
$
|
9,176,000
|
|
Redemption payable
|
|
|
19,091,000
|
|
|
-
|
|
Due to securities broker
|
|
|
286,000
|
|
|
579,000
|
|
Obligations for securities sold
|
|
|
518,000
|
|
|
531,000
|
|
Other notes payable
|
|
|
731,000
|
|
|
1,595,000
|
|
Mortgage and subordinated notes payable
|
|
|
117,000,000
|
|
|
43,413,000
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
151,510,000
|
|
|
55,294,000
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
Shareholders' deficit:
|
|
|
|
|
|
|
|
Common stock, no par value: Authorized shares - 750,000;
734,183 shares issued and outstanding |
|
|
2,092,000
|
|
|
2,092,000
|
|
Additional paid-in-capital
|
|
|
-
|
|
|
916,000
|
|
Retained earnings (accumulated deficit)
|
|
|
(71,750,000)
|
|
|
574,000
|
|
Total Portsmouth shareholders' (deficit) equity
|
|
|
(69,658,000)
|
|
|
3,582,000
|
|
Noncontrolling interest
|
|
|
(6,146,000)
|
|
|
(7,549,000)
|
|
Total shareholders' deficit
|
|
|
(75,804,000)
|
|
|
(3,967,000)
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' deficit
|
|
$
|
75,706,000
|
|
$
|
51,327,000
|
|
- 3 - | ||
For the three months ended December 31,
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Revenue - Hotel
|
|
$
|
12,274,000
|
|
$
|
10,970,000
|
|
|
|
|
|
|
|
|
|
Costs and operating expenses
|
|
|
|
|
|
|
|
Hotel operating expenses
|
|
|
(9,493,000)
|
|
|
(9,398,000)
|
|
Hotel restructuring costs
|
|
|
(7,295,000)
|
|
|
-
|
|
Hotel occupancy tax - penalty fees
|
|
|
(1,084,000)
|
|
|
-
|
|
Hotel depreciation and amortization expense
|
|
|
(698,000)
|
|
|
(568,000)
|
|
General and administrative expense
|
|
|
(174,000)
|
|
|
(171,000)
|
|
|
|
|
|
|
|
|
|
Total costs and operating expenses
|
|
|
(18,744,000)
|
|
|
(10,137,000)
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(6,470,000)
|
|
|
833,000
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
Interest expense - mortgage
|
|
|
(767,000)
|
|
|
(660,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
Net gain (loss) on marketable securities
|
|
|
114,000
|
|
|
(737,000)
|
|
Net unrealized loss on other investments
|
|
|
(3,000)
|
|
|
(27,000)
|
|
Dividend and interest income
|
|
|
167,000
|
|
|
171,000
|
|
Trading and margin interest expense
|
|
|
(57,000)
|
|
|
(55,000)
|
|
|
|
|
|
|
|
|
|
Other expense, net
|
|
|
(5,876,000)
|
|
|
(1,308,000)
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(12,346,000)
|
|
|
(475,000)
|
|
Income tax benefit
|
|
|
2,732,000
|
|
|
165,000
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(9,614,000)
|
|
|
(310,000)
|
|
Less: Net loss (income) attributable to the noncontrolling interest
|
|
|
955,000
|
|
|
(127,000)
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Portsmouth
|
|
$
|
(8,659,000)
|
|
$
|
(437,000)
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share attributable to Portsmouth
|
|
$
|
(11.79)
|
|
$
|
(0.60)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted
|
|
|
734,183
|
|
|
734,183
|
|
- 4 - | ||
For the six months ended December 31,
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Revenue - Hotel
|
|
$
|
25,579,000
|
|
$
|
23,106,000
|
|
|
|
|
|
|
|
|
|
Costs and operating expenses
|
|
|
|
|
|
|
|
Hotel operating expenses
|
|
|
(19,025,000)
|
|
|
(18,562,000)
|
|
Hotel restructuring costs
|
|
|
(7,295,000)
|
|
|
-
|
|
Hotel occupancy tax - penalty fees
|
|
|
(1,084,000)
|
|
|
-
|
|
Hotel depreciation and amortization expense
|
|
|
(1,298,000)
|
|
|
(1,126,000)
|
|
General and administrative expense
|
|
|
(343,000)
|
|
|
(340,000)
|
|
|
|
|
|
|
|
|
|
Total costs and operating expenses
|
|
|
(29,045,000)
|
|
|
(20,028,000)
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(3,466,000)
|
|
|
3,078,000
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
Interest expense - mortgage
|
|
|
(1,402,000)
|
|
|
(1,324,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
Net gain (loss) on marketable securities
|
|
|
207,000
|
|
|
(243,000)
|
|
Net unrealized loss on other investments
|
|
|
(3,000)
|
|
|
(112,000)
|
|
Dividend and interest income
|
|
|
171,000
|
|
|
178,000
|
|
Trading and margin interest expense
|
|
|
(123,000)
|
|
|
(109,000)
|
|
|
|
|
|
|
|
|
|
Other expense, net
|
|
|
(6,480,000)
|
|
|
(1,610,000)
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(9,946,000)
|
|
|
1,468,000
|
|
Income tax benefit (expense)
|
|
|
2,261,000
|
|
|
(159,000)
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
|
(7,685,000)
|
|
|
1,309,000
|
|
Less: Net income attributable to the noncontrolling interest
|
|
|
(257,000)
|
|
|
(944,000)
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Portsmouth
|
|
$
|
(7,942,000)
|
|
$
|
365,000
|
|
|
|
|
|
|
|
|
|
Basic and diluted net (loss) income per share attributable to Portsmouth
|
|
$
|
(10.82)
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted
|
|
|
734,183
|
|
|
734,183
|
|
- 5 - | ||
For the six months ended December 31,
|
|
2013
|
|
2012
|
|
||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(7,685,000)
|
|
$
|
1,309,000
|
|
Adjustments to reconcile net (loss) income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
Net unrealized loss on marketable securities
|
|
|
(201,000)
|
|
|
267,000
|
|
Unrealized gain on other investments
|
|
|
3,000
|
|
|
112,000
|
|
Hotel loss on extinguishment of debt
|
|
|
3,910,000
|
|
|
-
|
|
Loss on disposal of assets
|
|
|
1,092,000
|
|
|
-
|
|
Depreciation and amortization
|
|
|
1,298,000
|
|
|
1,126,000
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
Investment in marketable securities
|
|
|
165,000
|
|
|
(190,000)
|
|
Accounts receivable
|
|
|
377,000
|
|
|
(104,000)
|
|
Other assets
|
|
|
(1,626,000)
|
|
|
(495,000)
|
|
Accounts payable and other liabilities
|
|
|
4,708,000
|
|
|
223,000
|
|
Due to securities broker
|
|
|
(293,000)
|
|
|
403,000
|
|
Obligations for securities sold
|
|
|
(13,000)
|
|
|
(176,000)
|
|
Deferred tax asset
|
|
|
(2,261,000)
|
|
|
159,000
|
|
Net cash (used in) provided by operating activities
|
|
|
(526,000)
|
|
|
2,634,000
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
Payments for hotel furniture, equipment and building improvements
|
|
|
(1,525,000)
|
|
|
(1,341,000)
|
|
Net cash used in investing activities
|
|
|
(1,525,000)
|
|
|
(1,341,000)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
Restricted cash - redemption and mortgage impounds
|
|
|
(19,943,000)
|
|
|
-
|
|
Redemption payments and dividends to noncontrolling interest
|
|
|
(45,061,000)
|
|
|
(781,000)
|
|
Net borrowings (payments) on mortgage and subordinated notes payable
|
|
|
69,677,000
|
|
|
(448,000)
|
|
Payments (borrowings) on other notes payable
|
|
|
(864,000)
|
|
|
25,000
|
|
Net cash provided by (used in) financing activities
|
|
|
3,809,000
|
|
|
(1,204,000)
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
1,758,000
|
|
|
89,000
|
|
Cash and cash equivalents at the beginning of the period
|
|
|
668,000
|
|
|
1,032,000
|
|
Cash and cash equivalents at the end of the period
|
|
$
|
2,426,000
|
|
$
|
1,121,000
|
|
|
|
|
|
|
|
|
|
Supplemental information:
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
1,438,000
|
|
$
|
1,343,000
|
|
- 6 - | ||
- 7 - | ||
- 8 - | ||
|
·
|
Providing for a single general partner;
|
|
⋅
|
Providing for Class B limited partnership interests, which, if issued, would represent interests in the Partnership; and
|
|
·
|
Permitting the General Partner to admit additional limited partners, subject to certain restrictions.
|
- 9 - | ||
|
|
|
|
|
Accumulated
|
|
Net Book
|
|
||
December 31, 2013
|
|
Cost
|
|
Depreciation
|
|
Value
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
1,124,000
|
|
$
|
-
|
|
$
|
1,124,000
|
|
Furniture and equipment
|
|
|
22,162,000
|
|
|
(21,296,000)
|
|
|
866,000
|
|
Building and improvements
|
|
|
50,710,000
|
|
|
(19,481,000)
|
|
|
31,229,000
|
|
|
|
$
|
73,996,000
|
|
$
|
(40,777,000)
|
|
$
|
33,219,000
|
|
|
|
|
|
|
Accumulated
|
|
Net Book
|
|
||
June 30, 2013
|
|
Cost
|
|
Depreciation
|
|
Value
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
1,124,000
|
|
$
|
-
|
|
$
|
1,124,000
|
|
Furniture and equipment
|
|
|
22,270,000
|
|
|
(19,312,000)
|
|
|
2,958,000
|
|
Building and improvements
|
|
|
50,473,000
|
|
|
(20,507,000)
|
|
|
29,966,000
|
|
|
|
$
|
73,867,000
|
|
$
|
(39,819,000)
|
|
$
|
34,048,000
|
|
- 10 - | ||
|
|
|
|
|
Gross
|
|
Gross
|
|
Net
|
|
Fair
|
|
||||
Investment
|
|
Cost
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Unrealized Gain
|
|
Value
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities
|
|
$
|
2,850,000
|
|
$
|
1,178,000
|
|
$
|
(668,000)
|
|
$
|
510,000
|
|
$
|
3,360,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities
|
|
$
|
3,104,000
|
|
$
|
992,000
|
|
$
|
(772,000)
|
|
$
|
220,000
|
|
$
|
3,324,000
|
|
For the three months ended December 31,
|
|
2013
|
|
2012
|
|
||
Realized gain on marketable securities
|
|
$
|
78,000
|
|
$
|
1,000
|
|
Unrealized gain (loss) on marketable securities
|
|
|
36,000
|
|
|
(738,000)
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on marketable securities
|
|
$
|
114,000
|
|
$
|
(737,000)
|
|
For the six months ended December 31,
|
|
2013
|
|
2012
|
|
||
Realized gain on marketable securities
|
|
$
|
6,000
|
|
$
|
24,000
|
|
Unrealized gain (loss) on marketable securities
|
|
|
201,000
|
|
|
(267,000)
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on marketable securities
|
|
$
|
207,000
|
|
$
|
(243,000)
|
|
Type
|
|
December 31, 2013
|
|
June 30, 2013
|
|
||
Preferred stock - Comstock, at cost
|
|
$
|
4,410,000
|
|
$
|
4,410,000
|
|
Private equity hedge fund, at cost
|
|
|
646,000
|
|
|
646,000
|
|
Corporate debt and equity instruments, at cost
|
|
|
101,000
|
|
|
101,000
|
|
Warrants - at fair value
|
|
|
-
|
|
|
3,000
|
|
|
|
$
|
5,157,000
|
|
$
|
5,160,000
|
|
- 11 - | ||
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||
Investment in marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic materials
|
|
$
|
1,974,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,974,000
|
|
Financial services
|
|
|
516,000
|
|
|
-
|
|
|
-
|
|
|
516,000
|
|
Technology
|
|
|
372,000
|
|
|
-
|
|
|
-
|
|
|
372,000
|
|
REITs and real estate companies
|
|
|
162,000
|
|
|
-
|
|
|
-
|
|
|
162,000
|
|
Other
|
|
|
336,000
|
|
|
-
|
|
|
-
|
|
|
336,000
|
|
|
|
$
|
3,360,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
3,360,000
|
|
As of June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||
Cash equivalents - money market
|
|
$
|
3,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
3,000
|
|
Other investments - warrants
|
|
|
-
|
|
|
-
|
|
|
3,000
|
|
|
3,000
|
|
Investment in marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic materials
|
|
|
1,513,000
|
|
|
-
|
|
|
-
|
|
|
1,513,000
|
|
Technology
|
|
|
622,000
|
|
|
-
|
|
|
-
|
|
|
622,000
|
|
Financial services
|
|
|
526,000
|
|
|
-
|
|
|
-
|
|
|
526,000
|
|
REITs and real estate companies
|
|
|
255,000
|
|
|
-
|
|
|
-
|
|
|
255,000
|
|
Other
|
|
|
408,000
|
|
|
-
|
|
|
-
|
|
|
408,000
|
|
|
|
|
3,324,000
|
|
|
-
|
|
|
-
|
|
|
3,324,000
|
|
|
|
$
|
3,327,000
|
|
$
|
-
|
|
$
|
3,000
|
|
$
|
3,330,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the six months
|
|
|
Assets
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
December 31, 2013
|
|
ended December 31, 2013
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-marketable investments
|
|
$
|
-
|
|
$
|
-
|
|
$
|
5,157,000
|
|
$
|
5,157,000
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the six months
|
|
|
Assets
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
June 30, 2013
|
|
ended December 31, 2012
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-marketable investments
|
|
$
|
-
|
|
$
|
-
|
|
$
|
5,157,000
|
|
$
|
5,157,000
|
|
$
|
-
|
|
- 12 - | ||
As of and for the three months
|
|
Hotel
|
|
Investment
|
|
|
|
|
|
|
|
||
ended December 31, 2013
|
|
Operations
|
|
Transactions
|
|
Other
|
|
Total
|
|
||||
Revenues
|
|
$
|
12,274,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
12,274,000
|
|
Segment operating expenses
|
|
|
(17,872,000)
|
|
|
-
|
|
|
(174,000)
|
|
|
(18,046,000)
|
|
Segment loss
|
|
|
(5,598,000)
|
|
|
-
|
|
|
(174,000)
|
|
|
(5,772,000)
|
|
Interest expense - mortgage
|
|
|
(767,000)
|
|
|
-
|
|
|
-
|
|
|
(767,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
|
-
|
|
|
(328,000)
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
|
-
|
|
|
(3,910,000)
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
|
-
|
|
|
(1,092,000)
|
|
Depreciation and amortization expense
|
|
|
(698,000)
|
|
|
-
|
|
|
-
|
|
|
(698,000)
|
|
Income from investments
|
|
|
-
|
|
|
221,000
|
|
|
-
|
|
|
221,000
|
|
Income tax benefit
|
|
|
-
|
|
|
-
|
|
|
2,732,000
|
|
|
2,732,000
|
|
Net income (loss)
|
|
$
|
(12,393,000)
|
|
$
|
221,000
|
|
$
|
2,558,000
|
|
$
|
(9,614,000)
|
|
Total assets
|
|
$
|
33,219,000
|
|
$
|
8,517,000
|
|
$
|
33,970,000
|
|
$
|
75,706,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the three months
|
|
Hotel
|
|
Investment
|
|
|
|
|
|
|
|
||
ended December 31, 2012
|
|
Operations
|
|
Transactions
|
|
Other
|
|
Total
|
|
||||
Revenues
|
|
$
|
10,970,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
10,970,000
|
|
Segment operating expenses
|
|
|
(9,398,000)
|
|
|
-
|
|
|
(171,000)
|
|
|
(9,569,000)
|
|
Segment income (loss)
|
|
|
1,572,000
|
|
|
-
|
|
|
(171,000)
|
|
|
1,401,000
|
|
Interest expense - mortgage
|
|
|
(660,000)
|
|
|
-
|
|
|
-
|
|
|
(660,000)
|
|
Depreciation and amortization expense
|
|
|
(568,000)
|
|
|
-
|
|
|
-
|
|
|
(568,000)
|
|
Loss from investments
|
|
|
-
|
|
|
(648,000)
|
|
|
-
|
|
|
(648,000)
|
|
Income tax benefit
|
|
|
-
|
|
|
-
|
|
|
165,000
|
|
|
165,000
|
|
Net income (loss)
|
|
$
|
344,000
|
|
$
|
(648,000)
|
|
$
|
(6,000)
|
|
$
|
(310,000)
|
|
Total assets
|
|
$
|
33,073,000
|
|
$
|
7,805,000
|
|
$
|
9,746,000
|
|
$
|
50,624,000
|
|
- 13 - | ||
As of and for the six months
|
|
Hotel
|
|
Investment
|
|
|
|
|
|
||||
ended December 31, 2013
|
|
Operations
|
|
Transactions
|
|
Other
|
|
Total
|
|
||||
Revenues
|
|
$
|
25,579,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
25,579,000
|
|
Segment operating expenses
|
|
|
(27,404,000)
|
|
|
-
|
|
|
(343,000)
|
|
|
(27,747,000)
|
|
Segment loss
|
|
|
(1,825,000)
|
|
|
-
|
|
|
(343,000)
|
|
|
(2,168,000)
|
|
Interest expense - mortgage
|
|
|
(1,402,000)
|
|
|
-
|
|
|
-
|
|
|
(1,402,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
|
-
|
|
|
(328,000)
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
|
-
|
|
|
(3,910,000)
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
|
-
|
|
|
(1,092,000)
|
|
Depreciation and amortization expense
|
|
|
(1,298,000)
|
|
|
-
|
|
|
-
|
|
|
(1,298,000)
|
|
Income from investments
|
|
|
-
|
|
|
252,000
|
|
|
-
|
|
|
252,000
|
|
Income tax benefit
|
|
|
-
|
|
|
-
|
|
|
2,261,000
|
|
|
2,261,000
|
|
Net income (loss)
|
|
$
|
(9,855,000)
|
|
$
|
252,000
|
|
$
|
1,918,000
|
|
$
|
(7,685,000)
|
|
Total assets
|
|
$
|
33,219,000
|
|
$
|
8,517,000
|
|
$
|
33,970,000
|
|
$
|
75,706,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the six months
|
|
Hotel
|
|
Investment
|
|
|
|
|
|
|
|
||
ended December 31, 2012
|
|
Operations
|
|
Transactions
|
|
Other
|
|
Total
|
|
||||
Revenues
|
|
$
|
23,106,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
23,106,000
|
|
Segment operating expenses
|
|
|
(18,562,000)
|
|
|
-
|
|
|
(340,000)
|
|
|
(18,902,000)
|
|
Segment income (loss)
|
|
|
4,544,000
|
|
|
-
|
|
|
(340,000)
|
|
|
4,204,000
|
|
Interest expense
|
|
|
(1,324,000)
|
|
|
-
|
|
|
-
|
|
|
(1,324,000)
|
|
Depreciation and amortization expense
|
|
|
(1,126,000)
|
|
|
-
|
|
|
-
|
|
|
(1,126,000)
|
|
Loss from investments
|
|
|
-
|
|
|
(286,000)
|
|
|
-
|
|
|
(286,000)
|
|
Income tax expense
|
|
|
-
|
|
|
-
|
|
|
(159,000)
|
|
|
(159,000)
|
|
Net income (loss)
|
|
$
|
2,094,000
|
|
$
|
(286,000)
|
|
$
|
(499,000)
|
|
$
|
1,309,000
|
|
Total assets
|
|
$
|
33,073,000
|
|
$
|
7,805,000
|
|
$
|
9,746,000
|
|
$
|
50,624,000
|
|
- 14 - | ||
- 15 - | ||
For the three months ended December 31,
|
|
2013
|
|
2012
|
|
||
Hotel revenues:
|
|
|
|
|
|
|
|
Hotel rooms
|
|
$
|
9,761,000
|
|
$
|
8,441,000
|
|
Food and beverage
|
|
|
1,568,000
|
|
|
1,608,000
|
|
Garage
|
|
|
744,000
|
|
|
691,000
|
|
Other operating departments
|
|
|
201,000
|
|
|
230,000
|
|
Total hotel revenues
|
|
|
12,274,000
|
|
|
10,970,000
|
|
Operating expenses, excluding non-recurring charges, depreciation and amortization
|
|
|
(9,493,000)
|
|
|
(9,398,000)
|
|
Operating income before non-recurring charges, interest and depreciation and
amortization |
|
|
2,781,000
|
|
|
1,572,000
|
|
Hotel restructuring costs
|
|
|
(7,295,000)
|
|
|
-
|
|
Hotel occupancy tax - penalty fees
|
|
|
(1,084,000)
|
|
|
-
|
|
Income (loss) before loss on extinguishment of debt, loss on disposal of assets ,
interest, depreciation and amortization |
|
|
(5,598,000)
|
|
|
1,572,000
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
Interest expense - mortgage
|
|
|
(767,000)
|
|
|
(660,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
Depreciation and amortization expense
|
|
|
(698,000)
|
|
|
(568,000)
|
|
|
|
|
|
|
|
|
|
Net (loss) income from Hotel operations
|
|
$
|
(12,393,000)
|
|
$
|
344,000
|
|
- 16 - | ||
Three Months
Ended December 31, |
|
Average
Daily Rate |
|
Average
Occupancy % |
|
|
RevPar
|
|
||
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
$
|
218
|
|
90
|
%
|
|
$
|
195
|
|
2012
|
|
$
|
195
|
|
87
|
%
|
|
$
|
169
|
|
- 17 - | ||
- 18 - | ||
For the six months ended December 31,
|
|
2013
|
|
2012
|
|
||
Hotel revenues:
|
|
|
|
|
|
|
|
Hotel rooms
|
|
$
|
20,815,000
|
|
$
|
18,213,000
|
|
Food and beverage
|
|
|
2,896,000
|
|
|
3,019,000
|
|
Garage
|
|
|
1,499,000
|
|
|
1,419,000
|
|
Other operating departments
|
|
|
369,000
|
|
|
455,000
|
|
Total hotel revenues
|
|
|
25,579,000
|
|
|
23,106,000
|
|
Operating expenses, excluding non-recurring charges, depreciation and amortization
|
|
|
(19,025,000)
|
|
|
(18,562,000)
|
|
Operating income before non-recurring charges, interest and depreciation and
amortization |
|
|
6,554,000
|
|
|
4,544,000
|
|
Hotel restructuring costs
|
|
|
(7,295,000)
|
|
|
-
|
|
Hotel occupancy tax - penalty fees
|
|
|
(1,084,000)
|
|
|
-
|
|
Income (loss) before loss on extinguishment of debt, loss on disposal of assets ,
interest, depreciation and amortization |
|
|
(1,825,000)
|
|
|
4,544,000
|
|
Loss on extinguishment of debt
|
|
|
(3,910,000)
|
|
|
-
|
|
Loss on disposal of assets
|
|
|
(1,092,000)
|
|
|
-
|
|
Interest expense - mortgage
|
|
|
(1,402,000)
|
|
|
(1,324,000)
|
|
Interest expense - occupancy tax
|
|
|
(328,000)
|
|
|
-
|
|
Depreciation and amortization expense
|
|
|
(1,298,000)
|
|
|
(1,126,000)
|
|
|
|
|
|
|
|
|
|
Net (loss) income from Hotel operations
|
|
$
|
(9,855,000)
|
|
$
|
2,094,000
|
|
Six Months
Ended December 31, |
|
Average
Daily Rate |
|
Average
Occupancy % |
|
|
RevPar
|
|
||
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
$
|
227
|
|
92
|
%
|
|
$
|
208
|
|
2012
|
|
$
|
202
|
|
88
|
%
|
|
$
|
168
|
|
- 19 - | ||
- 20 - | ||
As of December 31, 2013
|
|
|
|
|
% of Total
|
|
|
|
|
|
|
Investment
|
|
Industry Group
|
|
|
Fair Value
|
|
Securities
|
|
|
|
|
|
|
|
|
Basic materials
|
|
$
|
1,974,000
|
|
58.8
|
%
|
Financial services
|
|
|
516,000
|
|
11.1
|
%
|
Technology
|
|
|
372,000
|
|
15.4
|
%
|
REITs and real estate companies
|
|
|
162,000
|
|
4.7
|
%
|
Other
|
|
|
336,000
|
|
10.0
|
%
|
|
|
$
|
3,360,000
|
|
100.0
|
%
|
As of June 30, 2013
|
|
|
|
% of Total
|
|
|
|
|
|
|
Investment
|
|
|
Industry Group
|
|
Fair Value
|
|
Securities
|
|
|
|
|
|
|
|
|
|
Basic materials
|
|
$
|
1,513,000
|
|
45.5
|
%
|
Technology
|
|
|
622,000
|
|
18.7
|
%
|
Financial services
|
|
|
526,000
|
|
15.8
|
%
|
REITs and real estate companies
|
|
|
255,000
|
|
7.7
|
%
|
Other
|
|
|
408,000
|
|
12.3
|
%
|
|
|
$
|
3,324,000
|
|
100.0
|
%
|
- 21 - | ||
- 22 - | ||
|
|
|
|
|
6 Months
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
|
|
||||||
|
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
|||||||
Mortgage and subordinated notes payable
|
|
$
|
117,000,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
584,000
|
|
$
|
1,462,000
|
|
$
|
114,954,000
|
|
Redemption payable
|
|
$
|
19,091,000
|
|
$
|
9,546,000
|
|
$
|
9,545,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Other notes payable
|
|
$
|
731,000
|
|
|
297,000
|
|
|
291,000
|
|
|
45,000
|
|
|
51,000
|
|
|
47,000
|
|
|
-
|
|
Interest
|
|
$
|
159,208,000
|
|
|
3,675,000
|
|
|
7,331,000
|
|
|
7,316,000
|
|
|
7,207,000
|
|
|
6,993,000
|
|
|
126,686,000
|
|
Total
|
|
$
|
296,030,000
|
|
$
|
13,518,000
|
|
$
|
17,167,000
|
|
$
|
7,361,000
|
|
$
|
7,842,000
|
|
$
|
8,502,000
|
|
$
|
241,640,000
|
|
- 23 - | ||
|
|
PORTSMOUTH SQUARE, INC.
|
|
|
(Registrant)
|
|
|
|
Date: February 14, 2014
|
by
|
/s/ John V. Winfield
|
|
|
John V. Winfield, President,
|
|
|
Chairman of the Board and
|
|
|
Chief Executive Officer
|
|
|
|
Date: February 14, 2014
|
by
|
/s/ Geoffrey M. Palermo
|
|
|
Assistant Secretary
|
|
|
|
Date: February 14, 2014
|
by
|
/s/ David T. Nguyen
|
|
|
David T. Nguyen, Treasurer
|
|
|
and Controller
|
- 24 - | ||
EXHIBIT 31.1
CERTIFICATION
I, John V. Winfield, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Portsmouth Square, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 14, 2014
/s/ John V. Winfield
John V. Winfield
President and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION
I, David T. Nguyen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Portsmouth Square, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 14, 2014
/s/ David T. Nguyen
David T. Nguyen
Treasurer and Controller
(Principal Financial Officer)
EXHIBIT 32.1
Certification of Principal Executive Officer Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Portsmouth Square, Inc. (the "Company") on Form 10-Q for the quarterly period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John V. Winfield, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
· | The Report fully complies with the requirements of Section 13(a) or 5(d) of the Securities Exchange Act of 1934; and |
· | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ John V. Winfield
John V. Winfield
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 14, 2014
A signed original of this written statement required by Section 906 has been provided to Portsmouth Square, Inc. and will be retained by Portsmouth Square, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
Certification of Principal Financial Officer Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Portsmouth Square, Inc. (the "Company") on Form 10-Q for the quarterly period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David T. Nguyen, Treasurer and Controller of the Company, serving as its Principal Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
· | The Report fully complies with the requirements of Section 13(a) or 5(d) of the Securities Exchange Act of 1934; and |
· | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ David T. Nguyen
David T. Nguyen
Treasurer and Controller
(Principal Financial Officer)
Date: February 14, 2014
A signed original of this written statement required by Section 906 has been provided to Portsmouth Square, Inc. and will be retained by Portsmouth Square, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
8-P'`^(X=DPR0[UZABX7(R9T]6PEB%BXGH_*
ML<]YBAC7">ZH%+9@ODII(L:M,"!.9,/>WDV^G30BSY$V!9NUVV+H)=V=$B
M,D_Q;44))>_M8WPW#HFM$--Y+&F=$&Y,(ET(X=H6FV'!#6S5LGI'=^.0V`HQ
M0P'3NJ'8#R#HGOOO\_`$JD&VLEM#+!N&C3H^ZCJ+#D$WXKK5S*DXTAW-,NDD
M_(Q-=@B%LQUM/P`>0FS2>N/;8`F-(8Q[[03TY24YTO^(.+)".AD]`*4_64!Q
M%;JSUS>*EU6#N^<*.O+J[PF^P"BTEOX$P`?.57.##VB_Z39_`0``__\#`%!+
M`P04``8`"````"$`6_;9H/8(``"%.0``&0```'AL+W=O