SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 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.
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(Exact Name of Small Business Issuer as Specified in its Charter)
California 94-1674111
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
820 Moraga Drive
Los Angeles, CA 90049
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(Address of Principal Executive Offices) (Zip Code)
(310) 889-2500
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(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 30, 2000.
Transitional Small Business Disclosure Format (check one): Yes ( ) No (X)
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INDEX
PORTSMOUTH SQUARE, INC.
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Balance Sheet - September 30, 2000 (Unaudited) 3
Statements of Income and Comprehensive Income
(Unaudited)- Three Months ended September 30, 2000 and
September 30, 1999 4
Statements of Cash Flows (Unaudited)--Three Months ended
September 30, 2000 and September 30, 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
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<CAPTION>
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
PORTSMOUTH SQUARE, INC.
BALANCE SHEET
(Unaudited)
As of September 30, 2000
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<S> <C>
Assets
Cash and cash equivalents $ 329,475
Investment in marketable securities 8,382,772
Investment in Justice Investors 3,632,108
Other investments 100,000
Other assets 41,177
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Total assets $12,485,532
==========
Liabilities and Shareholders' Equity
Liabilities
Due to securities broker $ 1,799,608
Obligations for securities sold 2,825,354
Accounts payable and other liabilities 680,897
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Total liabilities 5,305,859
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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 4,171,697
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Total shareholders' equity 7,179,673
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Total liabilities and shareholders' equity $12,485,532
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</TABLE>
See accompanying notes to financial statements.
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<TABLE>
<CAPTION>
PORTSMOUTH SQUARE, INC.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
For the three months ended September 30, 2000 1999
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<S> <C> <C>
Revenues
Equity in net income of Justice
Investors $1,205,632 $1,063,272
Net gains on marketable securities 419,888 (76,928)
Dividend and interest income 68,845 44,158
Other income 15,197 6,955
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1,709,562 1,037,457
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Cost and expenses
General and administrative 112,927 101,296
Margin interest and trading expenses 78,034 55,217
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190,961 156,513
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Income before income taxes 1,518,601 880,944
Provision for income tax expense (569,699) (438,686)
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Net income $ 948,902 $ 442,258
========= =========
Basic earnings per share $ 1.29 $ 0.60
========= =========
Weighted average number of
shares outstanding 734,183 734,183
========= =========
Comprehensive income
Net income $ 948,902 $ 442,258
Other comprehensive income:
Reclassification adjustment for holding
gain included in net earnings - (121,508)
Income tax benefit related to
other comprehensive income - 48,603
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Total comprehensive income $ 948,902 $ 369,353
========= =========
</TABLE>
See accompanying notes to financial statements.
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<TABLE>
<CAPTION>
PORTSMOUTH SQUARE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended September 30, 2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 948,902 $ 442,258
Adjustments to reconcile net income to net
cash used in operating activities:
Equity in net income of Justice Investors (1,205,632) (1,063,272)
Net unrealized gains on marketable securities (448,059) (121,508)
Changes in assets and liabilities:
Investment in marketable securities 283,677 394,878
Other assets 138,709 46,654
Accounts payable and accrued expenses 391,866 (66,597)
Due to securities broker (1,509,002) 20,711
Obligations for securities sold 1,248,714 (24,488)
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Net cash used in operating activities (150,825) (371,364)
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Cash flows from investing activities:
Cash distributions from Justice Investors 627,480 488,040
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Net cash provided by investing activities 627,480 488,040
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Cash flows from financing activities:
Dividends paid (183,546) (183,546)
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Net cash used in financing activities (183,546) (183,546)
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Net increase(decrease) in cash and cash equivalents 293,109 (66,870)
Cash and cash equivalents at the beginning
of the period 36,366 94,932
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Cash and cash equivalents at the end of the
period $ 329,475 $ 28,062
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</TABLE>
See accompanying notes to financial statements.
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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.
On May 16, 2000, the Board of Directors of Portsmouth approved a change in the
fiscal year end of the Company from December 31 to June 30.
Certain reclassifications have been made to the financial statements as of
September 30, 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 six months ended June 30, 2000.
The results of operations for the three months ended September 30, 2000 are not
necessarily indicative of results to be expected for the full fiscal year
ending June 30, 2001.
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.
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Condensed financial statements for Justice Investors are as follows:
JUSTICE INVESTORS
CONDENSED BALANCE SHEET
September 30, 2000
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Assets
Total current assets $3,599,276
Property, plant and equipment, net of
accumulated depreciation of $11,653,103 4,922,579
Loan fees and deferred lease costs,
net of accumulated amortization of $171,107 139,306
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Total assets $8,661,161
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Liabilities and partners' capital
Total current liabilities $ 270,487
Partners' capital 8,390,674
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Total liabilities and partners' capital $8,661,161
=========
JUSTICE INVESTORS
CONDENSED STATEMENTS OF OPERATIONS
For the three months ended September 30, 2000 1999
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Revenues $2,627,850 $2,344,385
Costs and expenses (206,903) (209,301)
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Net income $2,420,947 $2,135,084
========= =========
3. Investment in 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. Marketable
securities are classified as trading with net unrealized gains or losses
included in earnings. Included in net gains on marketable securities of
$419,888 are net realized losses of $28,171 and net unrealized gains of
$448,059.
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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 September 30, 2000,
these expenses were approximately $27,384.
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. 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.
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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,
and those discussed below and in the Company's Form 10-KSB for the six months
ended June 30, 2000, 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 September 30, 2000 Compared to Three Months
Ended September 30, 1999
Net income for the Company increased to $948,902 for the three months ended
September 30, 2000 from $442,258 for the three months ended September 30, 1999.
The increase in net income was due to the increase in total revenues to
$1,709,562 from $1,037,457 offset by a modest increase in costs and expenses to
$190,961 from $156,513.
The increase in total revenues to $1,709,562 from $1,037,457 was primarily due
to the increase in equity in net income from Justice and a significant increase
in net investment gains on marketable securities. The increase in equity in net
income of Justice Investors to $1,205,632 from $1,063,272 was primarily
attributable to the increase in the average daily room rate and an increase in
occupancy of the hotel during the current quarter. The increase in net
investment gains to $419,888 from net losses of $76,928 was due to management's
efforts to reposition the investment portfolio. Gains and losses on marketable
securities may fluctuate significantly from period to period in the future and
could have a significant impact on the Company's net income. However, the
amount of gain or loss on marketable securities for any given period may have
no predictive value and variations in amount from period to period may have no
analytical value.
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Dividend and interest income increased to $68,845 from $44,158 as a result of
management investing in more income producing instruments.
The increase in margin interest and trading expenses to $78,034 from $55,217
was due to the maintenance of higher margin balances during the quarter ended
September 30, 2000 and the increased size of the Company's portfolio.
Income taxes increased to $569,699 from $438,686 due to the increase in income.
LIQUIDITY AND SOURCES OF CAPITAL
The Company's cash flows are primarily generated by the Company'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 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 September 30, 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.
As of September 30, 2000, the Company's current assets and current liabilities
were $8,753,424 and $5,305,859, respectively. Management believes that its
capital resources are currently adequate to meet its short and long-term
obligations.
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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: November 8, 2000 by /s/ John V. Winfield
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John V. Winfield, President,
Chairman of the Board and
Chief Executive Officer
Date: November 8, 2000 by /s/ Michael G. Zybala
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Michael G. Zybala,
Vice President and Secretary
Date: November 8, 2000 by /s/ David Nguyen
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David Nguyen
Controller
(Principal Accounting Officer)
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