<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
For the transition period from ______ to ______
Commission file number 1-10324
THE INTERGROUP CORPORATION
- -------------------------------------------------------
(Name of small business issuer as specified in its charter)
DELAWARE
- -------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
13-3293645
- -------------------------------------------
(I.R.S. Employer Identification No.)
2121 Avenue of the Stars, Suite 2020
Los Angeles, California 90067
- -------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (310) 556-1999
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO __
The number of shares outstanding of the issuer's Common Stock, $.01 par value,
as of April 30, 1996 was 834,349 shares.
Transitional Small Business Disclosure Format (check one): YES __ NO X
<PAGE>
THE INTERGROUP CORPORATION
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements: Page
Consolidated Balance Sheet
March 31, 1996 3
Consolidated Statements of Operations
Nine Months Ended March 31, 1996 and 1995 4
Consolidated Statements of Cash Flows
Nine Months Ended March 31, 1996 and 1995 5
Consolidated Statements of Operations
Three Months Ended March 31, 1996 and 1995 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. OTHER INFORMATION 13
<PAGE> Page 2
THE INTERGROUP CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, 1996
-------------
ASSETS
Investment in real estate, at cost:
Land $4,585,808
Buildings, improvements and equipment 30,653,425
Property held for sale or development 1,601,528
-------------
36,840,761
Less: accumulated depreciation (11,755,157)
-------------
25,085,604
Marketable equity securities, at market value 7,932,050
Investment in Santa Fe Financial Corporation 5,529,543
Other investments 2,768,155
Cash and cash equivalents 514,513
Restricted cash 1,799,803
Rent and other receivables 183,754
Prepaid expenses 1,120,892
Other assets 183,088
-------------
Total Assets $45,117,402
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $30,709,613
Due to securities broker 3,333,197
Accounts payable and other liabilities 3,503,243
Deferred income taxes 813,218
-------------
Total Liabilities 38,359,271
-------------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock, $.10 par - 100,000 shares authorized;
none issued
Common stock, $.01 par - 1,500,000 shares authorized;
1,494,824 shares issued; 834,349 shares outstanding 14,948
Paid-in capital 12,754,454
Accumulated deficit (425,816)
Unrealized gain on marketable securities, net of deferred taxes 2,254,918
Treasury stock, at cost, 660,475 shares (7,840,373)
-------------
Total Shareholders' Equity 6,758,131
-------------
Total Liabilities and Shareholders' Equity $45,117,402
=============
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE> Page 3
THE INTERGROUP CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Nine Months Ended March 31, 1996 1995
--------------------------
Real estate operations:
Rental income $8,309,988 $8,017,749
Rental expenses:
Mortgage interest expense 2,107,741 2,031,327
Property operating expenses 3,925,771 4,175,619
Real estate taxes 676,349 598,798
Depreciation 1,183,981 1,098,179
--------------------------
Income from real estate operations 416,146 113,826
--------------------------
Investment transactions:
Investment gains 4,738,384 4,371,243
Investment losses (1,883,359) (3,220,166)
Dividend and interest income 132,341 119,597
Margin interest and trading expenses (1,273,101) (550,639)
--------------------------
Income from investment transactions 1,714,265 720,035
--------------------------
Other income (expense):
General and administrative expenses (814,345) (1,121,699)
Miscellaneous expense (1,260,579) (97,824)
--------------------------
Other expense (2,074,924) (1,219,523)
--------------------------
Income (Loss) before provision for income taxes
and extraordinary item 55,487 (385,662)
Provision for income tax taxes (benefit) 11,954 (179,371)
--------------------------
Income (Loss) before extraordinary item 43,533 (206,291)
Extraordinary item - Extinguishment of Debt 0 1,030,436
--------------------------
Net Income $43,533 $824,145
==========================
Net Income (Loss) per share:
Income (Loss) before extraordinary item $0.05 ($0.23)
Extraordinary item - Extinguishment of Debt 0.00 1.17
--------------------------
Net Income per share $0.05 $0.94
==========================
Weighted average number of shares outstanding 909,455 878,256
==========================
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE> Page 4
THE INTERGROUP CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended March 31, 1996 1995
--------------------------
Cash flows from operating activities:
Net Income $43,533 $824,145
Adjustments to reconcile net income to cash
provided by (used for) operating activities:
Extraordinary item - Extinguishment of Debt 0 (1,030,436)
Depreciation of real estate 1,183,981 1,291,586
Amortization of other assets 120,641 1,058,898
Decrease in receivables, net 870,117 323,416
Increase in prepaid expenses (185,043) (374,394)
Decrease (increase) in other assets (32,038) 996,249
Increase (decrease) in accounts payable
and other liabilities 940,471 (116,766)
Decrease in income taxes (158,450) (299,871)
--------------------------
Net cash provided by operating activities 2,783,212 2,672,827
--------------------------
Cash flows from investing activities:
Additions to buildings, improvements and equipment (883,037) (931,865)
Investment in real estate (596,841) (4,212,485)
Investment in Santa Fe Financial Corporation (2,669,399) (2,523,805)
Reduction in marketable securities 5,040,977 373,210
Investment in other investments (1,417,065) (415,279)
--------------------------
Net cash used for investing activities (525,365) (7,710,224)
--------------------------
Cash flows from financing activities:
Principal payments on mortgage notes payable (270,227) (242,828)
Proceeds from real estate financing 462,405 1,622,045
Increase in mortgage notes payable due
to real estate acquisition 595,000 3,000,000
Decrease (increase) in restricted cash (239,995) 537,423
Increase (decrease) in due to securities broker (3,471,889) 2,579,187
Increase (decrease) in accounts payable related to
other investments and short positions 650,794 (2,903,129)
Sale of 16,500 shares of common stock 907,500 0
Purchase of treasury stock (440,213) (60,643)
--------------------------
Net cash provided by (used for) financing activities (1,806,625) 4,532,055
--------------------------
Net increase (decrease) in cash and cash equivalents 451,222 (505,342)
Cash and cash equivalents at beginning of period 63,291 617,314
--------------------------
Cash and cash equivalents at end of period $514,513 $111,972
==========================
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE> Page 5
THE INTERGROUP CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended March 31, 1996 1995
--------------------------
Real estate operations:
Rental income $2,764,804 $2,795,166
Rental expenses:
Mortgage interest expense 694,688 695,887
Property operating expenses 1,296,114 1,450,678
Real estate taxes 251,934 210,900
Depreciation 399,907 385,449
--------------------------
Income from real estate operations 122,161 52,252
--------------------------
Investment transactions:
Investment gains 2,893,529 2,198,549
Investment losses (1,302,672) (2,167,897)
Dividend and interest income 48,986 87,723
Margin interest and trading expenses (382,316) (238,895)
--------------------------
Income (Loss) from investment transactions 1,257,527 (120,520)
--------------------------
Other income (expense):
General and administrative expenses (223,314) (288,804)
Miscellaneous expense (83,493) (50,567)
--------------------------
Other expense (306,807) (339,371)
--------------------------
Income (Loss) before provision for income taxes
and extraordinary item 1,072,881 (407,639)
Provision for income tax taxes (benefit) 418,991 (245,059)
--------------------------
Income (Loss) before extraordinary item 653,890 (162,580)
Extraordinary item - Extinguishment of Debt 0 1,030,436
--------------------------
Net Income $653,890 $867,856
==========================
Net Income (Loss) per share:
Income (Loss) before extraordinary item $0.71 ($0.19)
Extraordinary item - Extinguishment of Debt 0.00 1.18
--------------------------
Net Income per share $0.71 $0.99
==========================
Weighted average number of shares outstanding 916,349 878,256
==========================
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE> Page 6
THE INTERGROUP CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the Nine Months Ended March 31, 1996
1. General:
The interim financial information is unaudited; however, in the opinion of The
Intergroup Corporation (the "Company"), the interim financial information
contains all adjustments, including normal recurring adjustments, necessary to
present fairly the results for the interim period. These consolidated
financial statements should be read in conjunction with the Company's June 30,
1995 audited consolidated financial statements and notes thereto. Certain
reclassifications have been made to conform the fiscal 1995 presentation to
the fiscal 1996 presentation.
2. Investment in Santa Fe Financial Corporation:
In March 1996, the Company increased its interest in Santa Fe Financial
Corporation and subsidiary ("Santa Fe") through the exercise of warrants to
purchase additional shares of common stock of Santa Fe and the subsequent
nomination and election of a second of the Company's officers to the three
member Board of Santa Fe. In April 1996, the Company's Chairman and CEO
became Chairman and CEO of Santa Fe. The Company owns 33.1% and the Company's
Chairman and CEO owns an additional 3.9% of the outstanding common stock of
Santa Fe. The Company records its investment in Santa Fe on the equity basis.
Condensed financial statements for Santa Fe follow:
Condensed Balance Sheet as of March 31, 1996
Cash $9,504,364
Investment in Justice Investors 4,501,336
Receivables and other assets 212,128
-------------
Total Assets $14,217,828
=============
Other liabilities $172,935
Minority interest 3,001,720
Shareholders' equity 11,043,173
-------------
Total Liabilities and Shareholders' Equity $14,217,828
=============
Condensed Results of Operations for the
Nine months ended March 31, 1996 1995
Revenue $1,678,298 $1,612,675
Net Income 380,493 585,583
Three months ended March 31, 1996 1995
Revenue $460,961 $529,023
Net Income 96,154 207,629
Santa Fe's revenue is primarily generated through its 64.1% interest in
Portsmouth Square, Inc. ("PSI") from PSI's 49.8% interest in Justice Investors
("Justice"), a limited partnership. Justice owns the land, improvements and
<PAGE> Page 7
leaseholds known as the Financial District Holiday Inn, a 566 room hotel in
San Francisco. PSI is both a limited and general partner in Justice and
records its investment on the equity basis.
If the Proposed Statement of Financial Accounting Standards "Consolidated
Financial Statements: Policy and Procedures" is adopted unmodified, the
Company would ultimately be required to consolidate Santa Fe. If Santa Fe
were consolidated as of March 31, 1996, the Company's consolidated assets
would increase $15,696,101 to $60,813,503 and consolidated liabilities would
increase $172,953 to $38,532,224.
Pro forma results of operations if consolidation had occurred at the beginning
of the respective periods follows:
Nine months ended March 31, 1996 1995
Income (Loss) before extraordinary item $66,268 ($90,116)
Net Income $66,268 $940,320
Net Income per share $0.07 $1.07
Three months ended March 31, 1996 1995
Income (Loss) before extraordinary item $655,363 ($121,388)
Net Income $655,363 $909,048
Net Income per share $0.72 $1.04
3. Marketable Equity Securities:
Marketable securities are recorded in accordance with Statement of Financial
Accounting Standards No. 115 (SFAS 115), "Accounting for Certain Investments
in Debt and Equity Securities." All securities are equity securities
classified as available-for-sale except short positions, which represent
obligations of the Company and are classified as trading activity. At March
31, 1996, the aggregate market value of marketable equity securities exceeded
the aggregate cost by $3,701,161. The net unrealized gain is comprised of
gross unrealized gains of $5,039,265 reduced by gross unrealized losses of
$1,338,104. The net unrealized gain, net of deferred taxes of $1,446,243, is
included as a separate item in shareholders' equity. During the nine months
ended March 31, 1996, proceeds from sales of securities were $25,748,462 and
gross realized gains and losses, determined using FIFO costs, were $4,738,384
and $1,883,359, respectively. Any unrealized gains or losses relating to
short positions are recognized in earnings in the current period. There were
no naked short positions at March 31, 1996. Dividends on short positions are
recorded on the ex-dividend date.
4. Commitments and Contingencies:
The Company subscribed to purchase shares of The Renaissance Fund and has made
investments of $850,259. The balance of the subscription price of $149,741
may be called from time to time by the Fund Manager at any time through April
14, 2001.
In April 1993, a claim, seeking in excess of $800,000, was filed in the State
Superior Court for the County of Los Angeles by Dennis Hawk, Lucas Devenn and
Golden West Entertainment ("GWE") against Intergroup, John V. Winfield and
GWE. Such action charged Intergroup and/or John V. Winfield with breach of
<PAGE> Page 8
contract, fraud, conspiracy to defraud, negligent misrepresentation, assault,
battery, economic duress, and breach of fiduciary duty. Plaintiffs
subsequently broadened their damage claims to include lost profits from 22
motion picture and television projects claimed to be in development.
Intergroup and Mr. John Winfield denied Plaintiffs' claims and charged Devenn
and Hawk with fraud, breach of contract, breach of fiduciary duty, malpractice
as to Hawk, who is an attorney, and intentional infliction of mental distress.
The high cost of litigation caused the Company to settle the litigation. The
costs of litigation and settlement aggregated approximately $1,200,000 for the
nine months ended March 31, 1996 and are reflected in Miscellaneous Expense.
The Company, together in some instances, with certain of its officers, is a
defendant or co-defendant in various legal proceedings (including an
arbitration proceeding with Aura Systems Inc.) involving breach of contract
and various other claims incident to the conduct of its businesses.
Management does not expect the Company to suffer any material liability by
reason of such actions.
5. Income Taxes:
The components of the deferred tax liability as of March 31, 1996
are as follows:
Securities basis differences $1,340,535
Depreciation and fixed asset basis differences 693,655
Valuation allowance 145,977
-------------
Total deferred tax credits 2,180,167
-------------
NOL and AMT credit carryovers (1,192,098)
State income taxes (123,658)
Miscellaneous (51,193)
-------------
Total deferred tax debits (1,366,949)
-------------
Net deferred taxes $813,218
=============
There was no change in the valuation allowance during the period. The
provision for income taxes is comprised of the following:
Current tax benefit ($618,124)
Change in deferred taxes 630,078
-------------
Total income tax expense $11,954
=============
Income tax expense differs from the amount computed by multiplying the
statutory federal income tax rate times income (loss) before taxes as follows:
Federal statutory tax $18,866
State income taxes, net of federal benefit 2,816
Other (9,728)
-------------
Total income tax expense $11,954
=============
<PAGE> Page 9
THE INTERGROUP CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the Nine Months Ended March 31, 1996 vs. 1995
Income from real estate operations for the nine months ended March 31, 1996 as
compared to the nine months ended March 31, 1995, was impacted primarily by
increased revenues and reduced costs achieved through the economies of scale
and added on-site management attention brought about by the change to an
unaffiliated national property management company on April 1, 1995, partially
offset by the costs of closing of the Company's property management division.
Income from real estate operations was also impacted by two offsetting
factors: (i) the transfer by the Company of its Indio, California properties
to the mortgage lender in March 1995 which eliminated the continuing negative
cash flow and depreciation of the Indio properties and (ii) the purchase of a
224-unit property in Irving, Texas in September 1994 which together resulted
in a net increase in revenues and costs.
Rental income from real estate operations increased by 4% to $8,309,988 from
$8,017,749. The increase was primarily due to the addition of the new Texas
property in September 1994 and an increase in average market rental rates
which together more than offset an increase in vacancy rates, some of which
was planned to upgrade tenant profiles.
Mortgage interest expense increased 4% to $2,107,741 from $2,031,327 primarily
due to the mortgage interest expense associated with the new Texas property.
Property operating expenses decreased 6% to $3,925,771 from $4,175,619
primarily due to cessation of expenses related to the Indio properties, lower
insurance costs and the closing of the Company's property management division,
partially offset by expenditures associated with the new Texas property and by
over $90,000 in higher utility and snow removal expenses due to this year's
severe winter.
Real estate taxes increased 13% to $676,349 from $598,798 primarily due to
real estate taxes on the new Texas property, increased taxes on the other
three Texas properties due to reassessments after the Company's acquisitions
and a refund of taxes on the Harrisburg property received in the prior year
partially offset by reduced taxes on one of the St. Louis properties.
Depreciation increased 8% to $1,183,981 from $1,098,179 due to depreciation of
the new Texas property and improvements to the other properties.
Investment gains increased 8% to $4,738,384 from $4,371,243 and investment
losses decreased 42% to $1,883,359 from $3,220,166 including in the prior
year, the recognition of an unrealized loss of $621,121 related to short sales
and the $750,000 write-off of a portion of the Company's investment in Aura
Systems, Inc. which is the subject of an arbitration proceeding in which
recovery is sought. Realized investment gains and losses may fluctuate
significantly from period to period, with a meaningful effect on the Company's
<PAGE> Page 10
net earnings. However, the amount of realized investment gain or loss for any
given period has no predictive value, and variations in amount from period to
period have no practical analytical value, particularly in view of the net
unrealized gain in the Company's overall investment portfolio. Margin interest
and trading expenses increased 131% to $1,273,101 from $550,639 primarily due
to higher margin loan balances, trading related expenses and additional
personnel. During the nine months ended March 31, 1996, the marketable equity
securities portfolio decreased approximately 46% to $7,932,050 from
$14,751,444 primarily due to sales of securities to fund other investments and
pay down margin debt. Net unrealized gains decreased 32% to $3,701,161 from
$5,479,578 due to realizing gains and market fluctuations. As of March 31,
1996, the Company had no naked short positions.
The overall investment portfolio, which includes marketable securities and
other investments, had a positive return of 2.3% for the nine months ended
March 31, 1996 and a negative return of 21.1% for the nine months ended March
31, 1995, based on the net realized and unrealized gains and losses over the
monthly average investment balance of the investment portfolio. The overall
investment portfolio achieved a positive average annual compounded return of
13.5% and 16.0% for the five years ended March 31, 1996 and 1995, respectively.
General and administrative expenses decreased 27% to $814,345 from $1,121,699
due to lower aggregate office and travel expenses and fewer personnel.
Miscellaneous expense increased to $1,260,579 from $97,824 due to the accrued
costs of litigation and settlement expenses related to the matter discussed in
Note 4 to the consolidated financial statements.
In Fiscal 1995, the Company recorded an extraordinary gain of $1,030,436 on
the extinguishment of $10,356,404 of debt related to the Indio properties, net
of taxes of $678,794 and the properties depreciated cost of $8,647,174.
During the nine months ended March 31, 1996, the Company improved properties
in the aggregate amount of $883,037. Management believes the improvements to
the properties should enhance market values, maintain the competitiveness of
the Company's properties and potentially enable the Company to obtain a higher
yield through higher rents.
For the Three Months Ended March 31, 1996 vs. 1995
Income from real estate operations for the three months ended March 31, 1996
as compared to the three months ended March 31, 1995, was positively impacted
primarily by reduced costs from economies of scale and added on-site
management attention brought by the change to an unaffiliated national
property management company on April 1, 1995.
Rental income from real estate operations decreased by 1% to $2,764,804 from
$2,795,166. The decrease was primarily due to an increase in vacancy rates, a
small portion of which was planned to upgrade tenant profiles, offset by
increased average rental rates at all properties.
<PAGE> Page 11
Mortgage interest expense decreased 0.2% to $694,688 from $695,887 primarily
due to a lower interest rate from the refinancing of one of the Company's
properties partially offst by higher loan cost amortization.
Property operating expenses decreased 11% to $1,296,114 from $1,450,678
primarily due to lower insurance and administrative expenses partially offset
by over $40,000 in higher utility and snow removal expenses due to the severe
winter.
Real estate taxes increased 19% to $251,934 from $210,900 primarily due to
increases in taxes at the four Texas properties due to reassessments after the
Company's acquisitions partially offset by a reduction in taxes at one of the
St. Louis properties.
Depreciation increased 4% to $399,907 from $385,449 due to depreciation of
improvements to the properties.
Investment gains increased 32% to $2,893,529 from $2,198,549 and investment
losses decreased 40% to $1,302,672 from $2,167,897. The prior year included
the recognition of an unrealized loss of $439,457 related to short positions
and a $750,000 write-off of a portion of the Company's investment in Aura
Systems, Inc. which is the subject of an arbitration proceeding in which
recovery is sought. Margin interest and trading expenses increased 60% to
$382,316 from $238,895primarily due to higher margin loan balances, trading
related expenses and additional personnel.
The overall investment portfolio, which includes marketable securities and
other investments, had a positive return of 1.9% for the three months ended
March 31, 1996 and a negative return of 6.3% for the three months ended March
31, 1995, based on the net realized and unrealized gains and losses over the
monthly average investment balance of the investment portfolio.
General and administrative expenses decreased 23% to $223,314 from $288,804
due to lower aggregate office and travel expenses and fewer personnel.
Miscellaneous expense increased to $83,493 from $50,567 due to accrued costs
of litigation related to the matter discussed in Note 4 to the consolidated
financial statements.
In Fiscal 1995, the Company recorded an extraordinary gain of $1,030,436 on
the extinguishment of $10,356,404 of debt related to the Indio properties, net
of taxes of $678,794 and the properties depreciated cost of $8,647,174.
During the three months ended March 31, 1996, the Company improved properties
in the aggregate amount of $259,009. Management believes the improvements to
the properties should enhance market values, maintain the competitiveness of
the Company's properties and potentially enable the Company to obtain a higher
yield through higher rents.
<PAGE> Page 12
FINANCIAL CONDITION AND LIQUIDITY
The Company's principal cash flows are generated from its real estate
operations and securities transactions. The Company generated net cash flow
of $2,783,212 from operating activities, used net cash flow of $525,365 for
investing activities and used net cash flow of $1,806,625 for financing
activities during the nine months ended March 31, 1996.
The Company's total outstanding indebtedness is comprised of mortgages on real
estate which amounted to $30,709,613 as of March 31, 1996. During the nine
months ended March 31, 1996, the Company refinanced its Parsippany, NJ
property for $5,325,000 and borrowed $595,000 for the acquisition of the St.
Louis land. Management will pursue additional refinancing activities as
considered necessary or when deemed favorable to the Company.
The Company intends to sell all or a portion of certain of its unimproved
land. Should the Company consummate a sale, all or a portion of the proceeds
may be utilized to provide additional funds for improvements and to take
advantage of other investment opportunities.
The Company subscribed to purchase shares of a Fund and made investments of
$850,259. The balance of the subscription price of $149,741 may be called by
the Fund Manager at any time through April 14, 2001.
For fiscal 1996, management anticipates that its cash balances and net cash
flow from real estate operations, securities transactions and real estate
financing activities will be sufficient to fund the Company's anticipated
acquisitions, property improvements, debt service requirements and operating
expenses. Management also anticipates that the net cash flow generated from
future operating activities will be sufficient to meet its long-term debt
service requirements.
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings:
Material developments in connection with legal proceedings are incorporated
herein by reference to Part I, Note 3 to the Consolidated Financial
Statements, of this Form 10-QSB.
Item 6 - Exhibits and Reports on Form 8-K:
Form 8-K dated March 27, 1996 disclosed, in Item 2, the Company's additional
investment in Santa Fe Financial Corporation and the nomination and election
of a second of the Company's officers to the three member Board of Santa Fe.
<PAGE> Page 13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.
THE INTERGROUP CORPORATION
(Registrant)
Date: May 10, 1996
By /s/ John V. Winfield
- -------------------------------------------------------------------
John V. Winfield, Chairman;
President and Chief Executive Officer
Date: May 10, 1996
By /s/ Howard A. Jaffe
- -------------------------------------------------------------------
Howard A. Jaffe
Chief Operating Officer and Secretary
Date: May 10, 1996
By /s/ Gregory C. McPherson
- -------------------------------------------------------------------
Gregory C. McPherson
Executive Vice President, Assistant Secretary and Assistant Treasurer
Date: May 10, 1996
By /s/ Keith R. Schrupp
- -------------------------------------------------------------------
Keith R. Schrupp
Vice President of Finance
Date: May 10, 1996
By /s/ David C. Gonzalez
- -------------------------------------------------------------------
David C. Gonzalez
Controller
<PAGE> Page 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM
10-QSB FOR THE NINE MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 514,513
<SECURITIES> 7,932,050
<RECEIVABLES> 183,754
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,031,798
<PP&E> 36,840,761
<DEPRECIATION> 11,755,157
<TOTAL-ASSETS> 45,117,402
<CURRENT-LIABILITIES> 7,649,658
<BONDS> 30,709,613
<COMMON> 14,948
0
0
<OTHER-SE> 6,743,183
<TOTAL-LIABILITY-AND-EQUITY> 45,117,402
<SALES> 0
<TOTAL-REVENUES> 11,297,354
<CGS> 0
<TOTAL-COSTS> 7,059,202
<OTHER-EXPENSES> 2,074,924
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,107,741
<INCOME-PRETAX> 55,487
<INCOME-TAX> 11,954
<INCOME-CONTINUING> 43,533
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43,533
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
