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 March 31, 2000
OR
[ ] 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 May 10, 2000.
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--March 31, 2000 (Unaudited) 3
Statements of Income and Comprehensive Income
(Unaudited)--Three Months ended March 31, 2000 and
March 31, 1999 4
Statements of Cash Flows (Unaudited)--Three Months ended
March 31, 2000 and March 31, 1999 5
Notes to Financial Statements 6
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 11
SIGNATURES 11
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
<TABLE>
<CAPTION>
PORTSMOUTH SQUARE, INC.
BALANCE SHEET
(Unaudited)
As of March 31, 2000
----------
<S> <C>
Assets
Cash and cash equivalents $ 429,027
Investment in marketable securities 6,072,938
Investment in Justice Investors 2,571,097
Other investments 100,000
Other assets 101,139
----------
Total assets $ 9,274,201
==========
Liabilities and Shareholders' Equity
Liabilities
Due to securities broker $ 2,259,655
Obligations for securities sold 299,160
Accounts payable and other liabilities 713,372
----------
Total liabilities 3,272,187
----------
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 2,994,038
----------
Total shareholders' equity 6,002,014
----------
Total liabilities and shareholders' equity $ 9,274,201
==========
</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 March 31, 2000 1999
--------- ---------
<S> <C> <C>
Revenues
Equity in net income of Justice
Investors $ 890,679 $ 564,399
Dividend and interest income 38,414 30,707
Net gains on marketable securities 820,597 112,651
Other income 20,865 12,000
--------- ---------
1,770,555 719,757
--------- ---------
Cost and expenses
General and administrative 112,792 120,262
Margin interest and trading expenses 55,258 26,148
--------- ---------
168,050 146,410
--------- ---------
Income before income taxes 1,602,505 573,347
Income taxes (641,002) (197,586)
--------- ---------
Net income $ 961,503 $ 375,761
========= =========
Basic earnings per share $ 1.31 $ 0.51
========= =========
Weighted average number of
shares outstanding 734,183 734,183
========= =========
Comprehensive income
Net income $ 961,503 $ 375,761
Other comprehensive income:
Unrealized holding loss
on marketable securities - (170,647)
Reclassification adjustment for holding
loss included in net earnings - 112,651
Income tax benefit related to
other comprehensive income - 48,756
--------- ---------
Total comprehensive income $ 961,503 $ 366,521
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
<TABLE>
<CATION>
PORTSMOUTH SQUARE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended March 31, 2000 1999
---------- ----------
<S> <C> <C>
Operating activities
Net income $ 961,503 $ 375,761
Adjustments to reconcile net income to net
cash used in operating activities:
Equity in net income of Justice Investors (890,679) (564,399)
Net unrealized gains on marketable securities (664,606) (112,651)
Changes in assets and liabilities:
Investment in marketable securities 122,806 -
Other assets 27,662 (60,001)
Accounts payable and accrued expenses 603,920 160,452
Due to securities broker (466,485) -
Obligations for securities sold 183,266 -
---------- ----------
Net cash used in operating activities (122,613) (200,838)
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Investing activities
Cash distributions from Justice Investors 627,480 418,320
Purchase of marketable securities - (701,888)
Proceeds from sales of marketable securities - 960,437
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Net cash provided by investing activities 627,480 676,869
---------- ----------
Financing activities
Decrease in due to securities broker - (209,556)
Increase obligations for securities sold - 18,642
Dividends paid (183,546) (183,546)
---------- ----------
Net cash used in financing activities (183,546) (374,460)
---------- ----------
Net increase in cash and cash equivalents 321,321 101,571
Cash and cash equivalents at the beginning
of the period 107,706 74,466
---------- ----------
Cash and cash equivalents at the end of the
period $ 429,027 $ 176,037
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
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 March
31, 1999 and for the three months then ended to conform to 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, 1999.
The results of operations for the three months ended March 31, 2000 are not
necessarily indicative of results to be expected for the full fiscal year
ending December 31, 2000.
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> 7
Condensed financial statements for Justice Investors are as follows:
JUSTICE INVESTORS
CONDENSED BALANCE SHEET
March 31, 2000
--------------
Assets
Total current assets $1,055,648
Property, plant and equipment, net of
accumulated depreciation of $11,465,896 5,108,904
Loan fees and deferred lease costs,
net of accumulated amortization of $155,585 154,827
---------
Total assets $6,319,379
=========
Liabilities and partners' capital
Total current liabilities $ 59,248
Partners' capital 6,260,131
---------
Total liabilities and partners' capital $6,319,379
=========
JUSTICE INVESTORS
CONDENSED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2000, 2000 1999
---------- ----------
Revenues $2,012,139 $1,358,686
Costs and expenses 223,626 225,354
--------- ---------
Net income $1,788,513 $1,133,332
========= =========
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. During 1999,
the Company 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 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 determined that
the classification of the entire portfolio as trading beginning July 1, 1999
would be more consistent with the 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 were
recorded through the income statement. For the three months ended March 31,
2000, net unrealized gains on trading securities included in earnings were
$664,606.
<PAGE> 8
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 three months ended March 31, 2000, these
expenses were approximately $24,120.
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.
<PAGE> 9
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, 1999, 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
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 March 31, 2000 Compared to Three Months
Ended March 31, 1999
Net income for the Company increased 156% to $961,503 for the three months ended
March 31, 2000 compared to $375,761 for the three months ended March 31, 1999.
The increase in net income is primarily due to a 146% increase in total revenues
while costs and expenses remained consistent with the prior year.
The 146% increase in total revenues to $1,770,555 from $719,757 was primarily
due to a 58% increase in partnership income from Justice Investors to $890,679
from $564,399 and a significant increase in net investment gains on marketable
securities to $820,597 from $112,651.
The increase in partnership income is primarily attributable to a 48% increase
in hotel rental income as a result of the renovation of the common areas of the
hotel during first quarter of 1999, which reduced occupancy and other revenues
generated by the hotel, and an increase in the average daily room rate for the
quarter ended March 31, 2000.
The increase in net investment gains is primarily due to the inclusion of net
unrealized gains on trading securities of $664,606 in earnings for the quarter
ended March 31, 2000. In the quarter ended March 31, 1999, all unrealized gains
and losses on investment securities were included only in comprehensive income.
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 gain or loss on marketable
<PAGE> 10
securities for any given period may have no predictive value and variations in
amount from period to period may have no analytical value.
The increase in margin interest and trading expenses to $55,258 from $26,148 was
due to the maintenance of higher margin balances during the quarter ended March
31, 2000 and the increased size of the Company's portfolio.
Income taxes increased to $641,002 from $197,586 due to the increase in income.
LIQUIDITY AND SOURCES OF CAPITAL
The Company's cash flows are primarily generated by its subsidiary's 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 the
monthly limited partnership distributions it receives from Justice Investors,
the Company also receives monthly management fees as a general partner. The
Company also derives revenue from its investment of its cash and securities
assets.
As a result of increases in the amount of rental income from the hotel lease,
and lower interest expenses due to the reduction in notes payable, the general
partners of Justice Investors decided to increase the monthly distribution to
limited partners effective with the September 1999 distribution. As a result,
Portsmouth's monthly distribution increased to $209,160 from $139,440. The
increase in monthly 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. During
the quarter ended March 31, 2000, the Company received cash distributions of
$627,480 from Justice Investors.
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 statement of income.
At March 31, 2000, the Company's current assets and current liabilities were
$6,501,965 and $3,272,187, respectively. Management believes that its capital
resources are currently adequate to meet its short and long-term obligations.
YEAR 2000 ISSUES
All of the Company's critical computer software and hardware are
year 2000 compliant.
<PAGE> 11
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.
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: May 10, 2000 by /s/ John V. Winfield
---------------------------
John V. Winfield, President,
Chairman of the Board and
Chief Executive Officer
Date: May 10, 2000 by /s/ Michael G. Zybala
---------------------------
Michael G. Zybala,
Vice President and Secretary
Date: May 10, 2000 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 MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH 10-QSB REPORT.
</LEGEND>
<CIK> 0000079661
<NAME> PORTSMOUTH SQUARE, INC.
<S> <C>
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-30-2000
<CASH> 429027
<SECURITIES> 6072938
<RECEIVABLES> 0
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<CURRENT-ASSETS> 6501965
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<CURRENT-LIABILITIES> 3272187
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0
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</TABLE>
