SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Exchange Act
For the transition period from _______ to ________
Commission File Number 0-4057
PORTSMOUTH SQUARE, INC.
-----------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
California 94-1674111
---------- ----------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
11315 Rancho Bernardo Road, Suite 129
San Diego, CA 92127-1463
- --------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(858) 673-4722
--------------
(Registrant's Telephone Number, Including Area Code)
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, and (2) has
been subject to such filing requirements for the past 90 days. Yes (x) No ( )
State the number of shares outstanding of each of the issuer's classes of
Common equity, as of the latest practicable date: 734,183 shares of issuer's
No Par Value Common Stock were outstanding as of October 22, 1999.
Transitional Small Business Disclosure Format (check one): Yes ( ) No (X)
<PAGE> 2
INDEX
PORTSMOUTH SQUARE, INC.
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Balance Sheet--September 30, 1999 (Unaudited) 3
Statements of Income and Comprehensive Income
(Unaudited)--Three Months ended September 30, 1999
and 1998 4
Statements of Income and Comprehensive Income
(Unaudited)--Nine Months ended September 30, 1999
and 1998 5
Statements of Cash Flow (Unaudited)--Nine Months
ended September 30, 1999 and 1998 6
Notes to Financial Statements--September 30, 1999 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
<PAGE> 3
<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
PORTSMOUTH SQUARE, INC.
BALANCE SHEET
(Unaudited)
As of September 30, 1999
------------
<S> <C>
Assets
Cash and cash equivalents $ 28,062
Investment in marketable securities 2,415,818
Investment in Justice Investors 3,110,347
Other investments 100,000
Other assets 298,774
----------
Total assets $ 5,953,001
==========
Liabilities and Shareholders' Equity
Liabilities
Due to securities broker $ 1,078,820
Obligations for securities sold 61,798
Income taxes payable 87,612
Accounts payable and accrued expenses 49,406
----------
Total liabilities 1,277,636
----------
Commitments and contingencies
Shareholders' equity:
Common stock, no par value:
Authorized shares - 750,000
Issued and outstanding shares - 734,183 2,092,300
Additional paid-in capital 915,676
Retained earnings 1,667,389
----------
Total shareholders' equity 4,675,365
----------
Total liabilities and shareholders' equity $ 5,953,001
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 4
<TABLE>
<CAPTION>
PORTSMOUTH SQUARE, INC.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
For the three months ended September 30, 1999 1998
----------- -----------
<S> <C> <C>
Revenues
Equity in net income of Justice
Investors $1,063,272 $ 781,297
Dividend and interest income 44,158 16,056
Net losses on marketable securities (76,928) (127,518)
Other income 6,955 6,000
--------- ---------
1,037,457 675,835
--------- ---------
Cost and expenses
General and administrative 101,296 103,910
Margin interest and investment
related expenses 55,217 15,219
--------- ---------
156,513 119,129
--------- ---------
Income before income taxes 880,944 556,706
Income taxes (438,686) (191,328)
--------- ---------
Net income $ 442,258 $ 365,378
========= =========
Basic earnings per share $ 0.60 $ 0.50
========= =========
Weighted average number of
shares outstanding 734,183 734,183
========= =========
Comprehensive income
Net income $ 442,258 $ 365,378
Other comprehensive income:
Unrealized holding loss
on marketable securities - (290,550)
Reclassification adjustment for holding
loss included in net earnings - 127,518
Income tax benefit related to
other comprehensive income 48,603 83,014
Adjustment for reclassification of the
accumulated unrealized holding gains
prior to July 1, 1999 to current earnings (121,508) -
--------- ---------
Total comprehensive income $ 369,353 $ 285,360
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
<TABLE>
<CAPTION>
PORTSMOUTH SQUARE, INC.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
For the nine months ended September 30, 1999 1998
----------- -----------
<S> <C> <C>
Revenues
Equity in net income of Justice
Investors $2,588,955 $2,235,406
Dividend and interest income 123,623 41,289
Net gains (losses) on
marketable securities 9,906 (214,999)
Other income 24,955 24,000
--------- ---------
2,747,439 2,085,696
--------- ---------
Cost and expenses
General and administrative 342,197 382,426
Margin interest and investment
related expenses 85,827 44,372
--------- ---------
428,024 426,798
--------- ---------
Income before income taxes 2,319,415 1,658,898
Income taxes (927,766) (668,839)
--------- ---------
Net income $1,391,649 $ 990,059
========= =========
Basic earnings per share $ 1.90 $ 1.35
========= =========
Weighted average number of
shares outstanding 734,183 734,183
========= =========
Comprehensive income
Net income $1,391,649 $ 990,059
Other comprehensive income:
Unrealized holding loss
on marketable securities - (467,579)
Reclassification adjustment for holding
loss included in net earnings - 214,999
Income tax benefit related to
other comprehensive income 48,603 133,594
Adjustment for reclassification of the
accumulated unrealized holding gains
prior to July 1, 1999 to current earnings (121,508) -
--------- ---------
Total comprehensive income $1,318,744 $ 871,073
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
<TABLE>
<CAPTION>
PORTSMOUTH SQUARE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the nine months ended September 30, 1999 1998
---------- ----------
<S> <C> <C>
Operating activities
Net income $ 1,391,649 $ 990,059
Adjustments to reconcile net income to net
cash used in operating activities:
Equity in net income of Justice Investors (2,588,955) (2,235,406)
Net (gains) losses on marketable securities (9,906) 214,999
Changes in assets and liabilities:
Income tax payable 87,612 62,755
Receivable from Justice Investors - 87,822
Other assets (21,521) (131,615)
Accounts payable and accrued expenses (3,753) -
---------- ----------
Net cash used in operating activities (1,144,874) (1,011,386)
---------- ----------
Investing activities
Cash distributions from Justice Investors 1,324,680 1,254,960
Purchase of marketable securities (2,630,743) (3,287,518)
Proceeds from sales of marketable securities 2,662,654 4,403,540
Purchase of other investments - (100,000)
---------- ----------
Net cash provided by investing activities 1,356,591 2,270,982
---------- ----------
Financing activities
Increase (decrease) in due to securities broker 60,041 (664,211)
Increase (decrease) obligations for
securities sold 48,928 (208,792)
Dividends paid (367,090) (367,091)
---------- ----------
Net cash used in financing activities (258,121) (1,240,094)
---------- ----------
Net (decrease) increase in cash and cash
equivalents (46,404) 19,502
Cash and cash equivalents at the beginning
of the period 74,466 56,348
---------- ----------
Cash and cash equivalents at the end of the
period $ 28,062 $ 75,850
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
PORTSMOUTH SQUARE, INC.
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation and Significant Accounting Policies
---------------------------------------------------------
The financial statements included herein have been prepared by Portsmouth
Square, Inc. (the "Company"), without audit, according to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles 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 financial statements
reflect, in the opinion of management, all adjustments (which included only
normal recurring adjustments) necessary to state fairly the financial
position and results of operations as of and for the periods indicated.
Certain reclassifications have been made to the financial statements as of
September 30, 1998 and for the nine months then ended to conform with the
current quarter presentation.
It is suggested that these financial statements be read in conjunction with
the audited financial statements and the notes therein included in the
Company's Form 10-KSB for the year ended December 31, 1998.
The results of operations for the nine months ended September 30, 1999 are not
necessarily indicative of results to be expected for the full fiscal year
ending December 31, 1999.
2. Investment in Justice Investors
-------------------------------
The Company's principal source of revenue continues to be derived from its 49.8%
interest in the Justice Investors limited partnership ("Justice Investors").
Portsmouth serves as one of the two general partners of Justice Investors. The
partnership derives most of its income from a lease of its San Francisco,
California hotel property to Felcor Lodging Trust, Inc. ("Felcor") and from a
lease with Evon Garage Corporation ("Evon"). Portsmouth records its investment
on the equity basis.
<PAGE> 8
Condensed financial statements for Justice Investors are as follows:
JUSTICE INVESTORS
CONDENSED BALANCE SHEET
September 30, 1999
--------------
Assets
Total current assets $1,927,830
Property, plant and equipment, net of
accumulated depreciation of $11,280,079 5,295,603
Loan fees and deferred lease costs,
net of accumulated amortization of $140,065 170,348
---------
$7,393,781
=========
Liabilities and partners' capital
Total current liabilities $ 50,810
Partners' capital 7,342,971
Total liabilities and ---------
partners' capital $7,393,781
=========
JUSTICE INVESTORS
CONDENSED STATEMENTS OF OPERATIONS
For the nine months ended September 30, 1999 1998
---------- ----------
Revenues $5,844,395 $5,231,500
Costs and expenses 645,689 742,733
--------- ---------
Net income $5,198,706 $4,488,767
========= =========
3. Marketable Securities
- ---------------------
Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date. In recent
months, the Company has increased the turnover of its investment portfolio and
engaged in increased trading activities designed to maximize the overall return
on investment activities in the near term. This has resulted in portions of the
Company's investments in marketable securities being classified as "trading" as
defined by generally accepted accounting principles. After consultation with
the Investment Committee of the Board of Directors, management has determined
that the classification of the entire portfolio as trading beginning July 1,
1999 would be more consistent with Company's overall investment objectives and
activities. As a result, beginning with its third quarter ending September 30,
1999, all unrealized gains and losses on the Company's investment portfolio will
be recorded through the income statement. For the three and nine months ended
September 30, 1999, the Company recognized a net unrealized gain of $121,508
related to the reclassification of all available-for-sale securities to trading
securities.
<PAGE> 9
4. Related Party Transactions
--------------------------
Certain shared costs and expenses, primarily administrative salaries, rent and
insurance are allocated among the Company, the Company's parent, Santa Fe
Financial Corporation ("Santa Fe"), and The InterGroup Corporation
("InterGroup"), parent of Santa Fe, based on management's estimate of the pro
rata utilization of resources. For the nine months ended September 30, 1999,
these expenses were approximately $63,306.
The Company's President and Chief Executive Officer, 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 of Santa Fe and InterGroup and directs the investment activity
of those companies. Effective April 1, 1998, an employee of InterGroup was
assigned to manage the portfolios of the Company and Santa Fe in consultation
with Mr. Winfield. The Company and Santa Fe reimburse InterGroup for an
allocated portion of the compensation and benefits of such employee. Depending
on certain market conditions and various risk factors, the Chief Executive
Officer, his family, Santa Fe and InterGroup may, at times, invest in the same
companies in which the Company invests. The Company encourages such investments
because it places personal resources of the Chief Executive Officer and his
family members, and the resources of Santa Fe and InterGroup, at risk in
connection with investment decisions made on behalf of the Company. Four of the
Company's Directors serve as directors of InterGroup and three of the Company's
Directors serve on the Board of Santa Fe.
Item 2 - 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 "estimate," "project," "anticipate" and similar expressions, are
intended to identify forward-looking statements. Such statements are subject
to certain risks and uncertainties, including partnership distributions,
general economic conditions of the hotel industry in the San Francisco area,
securities markets, litigation and other factors, including natural disasters,
those discussed below and in the Company's Form 10-KSB for the year ended
December 31, 1998, 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.
<PAGE> 10
RESULTS OF OPERATIONS
The Company's principal sources of revenue continue to be derived from its 49.8%
interest in the Justice Investors limited partnership and income received from
the investment of its cash and securities assets. The partnership derives most
of its income from a lease of its hotel property to Felcor and from a lease with
Evon.
Three Months Ended September 30, 1999 Compared to Three Months
Ended September 30, 1998
Comparison of operating results for the three months ended September 30, 1999 to
the three months ended September 30, 1998, shows that net income increased
approximately 21% to $442,258 from $365,378 resulting from a 54% increase in
total revenues and partially offset by the 31% increase in costs and expenses to
$156,513 from $119,129.
The 54% increase in total revenues to $1,037,457 from $675,835 was primarily
attributable to an increase in partnership income to $1,063,272 from $781,297,
an increase in dividend and interest income to $44,158 from $16,056 and a
decrease in losses on marketable securities to $76,928 from $127,518.
The increase in partnership income was primarily attributable to an increase in
hotel and garage rental income and a decrease in partnership operating expenses.
The decrease in partnership expenses was primarily attributable to lower
interest expenses as a result of a reduction in notes payable.
The increase in dividend and interest income reflects management's efforts to
reposition the Company's investment portfolio. Gains and losses on marketable
securities may fluctuate significantly from period to period in the future and
could have a meaningful effect on the Company's net earnings. However, the
amount of gains or losses 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.
Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date. In recent
months, the Company has increased the turnover of its investment portfolio and
engaged in increased trading activities designed to maximize the overall return
on investment activities in the near term. After consultation with the
Investment Committee of the Board of Directors, management has determined that
the classification of the entire portfolio as trading beginning July 1, 1999
would be more consistent with Company's overall investment objectives and
activities. As a result, beginning with its third quarter ending September 30,
1999, all unrealized gains and losses on the Company's investment portfolio will
be recorded through the income statement. In the quarter ended September 30,
1999, the Company recognized a net unrealized gain of $121,508 related to the
reclassification of all available-for-sale securities to trading securities
effective July 1, 1999.
The 31% increase in costs and expenses to $156,513 from $119,129 is primarily
attributable to an increase in margin interest and trading expenses as a result
of an increase in the size of the Company's investment portfolio.
<PAGE> 11
Nine Months Ended September 30, 1999 Compared to Nine Months
Ended September 30, 1998
Comparison of operating results for the nine months ended September 30, 1999 to
the nine months ended September 30, 1998, shows that net income increased
approximately 41% to $1,391,649 from $990,059, resulting from a 32% increase in
total revenues and no significant increase in costs and expenses.
The 32% increase in total revenues to $2,747,439 from $2,085,696 was
attributable to an increase in partnership revenues to $2,588,955 from
$2,235,406, an increase in dividend income to $123,623 from $41,289 and net
gains on marketable securities of $9,906 as compared to net losses of $214,999.
The increase in partnership income was primarily attributable to an increase in
hotel and garage rental income and a decrease in partnership operating expenses.
The decrease in partnership expenses was primarily attributable to lower
interest expenses as a result of a reduction in notes payable.
The increase in dividend and interest income reflects management's efforts to
reposition the Company's investment portfolio. Gains and losses on marketable
securities may fluctuate significantly from period to period in the future and
could have a meaningful effect on the Company's net earnings. However, the
amount of gains or losses 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.
Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date. In recent
months, the Company has increased the turnover of its investment portfolio and
engaged in increased trading activities designed to maximize the overall return
on investment activities in the near term. After consultation with the
Investment Committee of the Board of Directors, management has determined that
the classification of the entire portfolio as trading beginning July 1, 1999
would be more consistent with Company's overall investment objectives and
activities. As a result, beginning with its third quarter ending September 30,
1999, all unrealized gains and losses on the Company's investment portfolio will
be recorded through the income statement. In the quarter ended September 30,
1999, the Company recognized a net unrealized gain of $121,508 related to the
reclassification of all available for sale securities to trading securities
effective July 1, 1999.
LIQUIDITY AND SOURCES OF CAPITAL
The Company's cash flows are primarily generated by its investment in the
Justice Investors limited partnership, which derives the majority of its
income from its lease with Felcor and a lease with Evon. In addition to its
monthly limited partnership distributions from Justice Investors, the Company
receives monthly management fees as a general partner. The Company also derives
revenue from the investment of its cash and securities assets.
For the nine months ended September 30, 1999, the Company received cash
distributions from Justice Investors of $1,324,680 compared to $1,254,960 for
the nine months ended September 30, 1998. The increase in distributions can be
characterized as special distributions and, at any time, unforeseen
circumstances could dictate a change in the amount distributed. The general
partners will continue to conduct an annual review and analysis to determine an
appropriate monthly distribution for the ensuing year. At that time, the
monthly distribution could be increased or decreased.
<PAGE> 12
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 securities with unrealized gains and losses
included in current earnings.
As of September 30, 1999, the Company had total current assets of $2,842,654,
which consists of cash, marketable securities and other assets. The Company
remains liquid with a current ratio of approximately 2.2 at the end of the third
quarter of 1999. Management believes that its capital resources are currently
adequate to meet its short- and long-term obligations.
YEAR 2000 ISSUES
The Company is aware of the potential implications that the year 2000 ("Y2K")
issue could have on its business and as a result, is in the process of
determining what, if any, steps the Company must take to cure any potential
software or hardware problems associated with Y2K. The Company has hired
professional outside consultants to assist it in addressing its Y2K needs. The
Company's plans include upgrading existing software applications to make them
Y2K compliant, replacing some hardware required by software upgrades, purchasing
new computer hardware and upgrading its computer network and communication
systems. The Company has also contacted its suppliers of various services and
materials regarding their readiness and plans for Y2K.
Based on discussions with the Company's outside consultants, service providers
and software and hardware vendors, the Company has determined that its systems,
both information technology and non-information technology, are not reasonably
likely to be impacted by Y2K and that the costs to complete the Y2K compliance
will not have a material effect on the Company's financial position or results
of operations. Management expects to be Y2K compliant by November 15, 1999.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27 - the Financial Data Schedule is filed
as an exhibit to this report.
(b) Registrant did not file any reports on Form 8-K
during the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
PORTSMOUTH SQUARE, INC.
(Registrant)
Date: November 2, 1999 by /s/ John V. Winfield
---------------------------
John V. Winfield, President,
Chairman of the Board and
Chief Executive Officer
Date: November 2, 1999 by /s/ Michael G. Zybala
---------------------------
Michael G. Zybala,
Vice President Operations
Date: November 2, 1999 by /s/ David Nguyen
--------------------------
David Nguyen
Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND STATEMENT OF INCOME AND COMPREHENSIVE INCOME OF
PORTSMOUTH SQUARE, INC. SET FORTH IN ITS FORM 10-QSB REPORT FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH 10-QSB REPORT.
</LEGEND>
<CIK> 0000079661
<NAME> PORTSMOUTH SQUARE, INC.
<S> <C>
<PERIOD-TYPE> 9-Mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 28062
<SECURITIES> 2415818
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1557346
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5953001
<CURRENT-LIABILITIES> 1190024
<BONDS> 0
0
0
<COMMON> 2092300
<OTHER-SE> 2583065
<TOTAL-LIABILITY-AND-EQUITY> 5953001
<SALES> 0
<TOTAL-REVENUES> 2747439
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 428024
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52077
<INCOME-PRETAX> 2319415
<INCOME-TAX> 927766
<INCOME-CONTINUING> 1391649
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1391649
<EPS-BASIC> 1.90
<EPS-DILUTED> 1.90
</TABLE>
