SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-KSB
[ ] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
or
[x] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from January 1, 2000 to June 30, 2000.
Commission File Number 0-4057
PORTSMOUTH SQUARE, INC.
-----------------------
(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
--------------
(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
--------------------------
(Title of Class)
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendments to
this Form 10-KSB. [X]
The issuer's revenues for the six months ended June 30, 2000 were
$2,629,563.
<PAGE>
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of issuer computed by reference to the price at which the common
equity was sold on September 15, 2000 was $3,661,119.
The number of shares outstanding of issuer's No Par Value Common Stock, as of
September 15, 2000, was 734,183.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Transitional Small Business Disclosure Format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I PAGE
------ ----
Item 1. Description of Business. 3
Item 2. Description of Property. 4
Item 3. Legal Proceedings. 6
Item 4. Submission of Matters to a Vote of Security Holders. 6
PART II
-------
Item 5. Market For Common Equity and Related 7
Stockholder Matters.
Item 6. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations.
Item 7. Financial Statements and Supplementary Data. 11
Item 8. Changes in and Disagreements With Accountants on 21
Accounting and Financial Disclosure.
PART III
--------
Item 9. Directors, Executive Officers, Promoters and 22
Control Persons; Compliance With Section 16(a)
of The Exchange Act.
Item 10. Executive Compensation. 24
Item 11. Security Ownership of Certain Beneficial Owners and 25
Management.
Item 12. Certain Relationships and Related Party Transactions. 26
Item 13. Exhibits, Financial Statement Schedules, and 27
Reports on Form 8-K.
SIGNATURES 36
<PAGE> 2 of 37
PART I
Item 1. Description of Business.
BUSINESS DEVELOPMENT
Portsmouth Square, Inc. ("Portsmouth" or the "Company") is a California
corporation, incorporated on July 6, 1967, to purchase a substantial interest in
a California limited partnership known as Justice Investors. Justice Investors
was formed to purchase certain real property in San Francisco, California and
to construct a hotel thereon.
Portsmouth has a 49.8% limited partnership interest in Justice Investors and
also serves as one of the two general partners. The other general partner,
Evon Garage Corporation ("Evon"), acts as the managing general partner. There
are approximately 91 limited partners in Justice Investors.
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.
On February 16, 2000, the Board of Directors amended the Bylaws of the Company
to give the Board the discretion to determine, each year, the date, time and
place of the annual meeting of shareholders. Previously, the Bylaws provided
that the annual meeting was to be held only on a specific date. The amendment
provides the Company with the flexibility to set a date for the annual meeting
which is more consistent with its public reporting requirements and which
would allow the Company greater time to transmit proxy material and its annual
report to shareholders.
BUSINESS OF ISSUER
The Company's principal business is conducted through its general and limited
partnership interest in Justice Investors. Justice Investors owns the land,
improvements and leaseholds at 750 Kearny Street, San Francisco, California
commonly known as the Holiday Inn Financial District/Chinatown. The most
significant income source is a lease between the partnership and Felcor Lodging
Trust, Inc. ("Felcor", NYSE: FCH) for the hotel portion of the property. The
partnership also derives income from its lease of the garage portion of the
property to Evon. As a general partner, Portsmouth has become more active in
monitoring the operations of the hotel and the parking garage as part of its
effort to improve revenues.
The Company also derives income from management fees as a general partner in
Justice Investors and from the investment of its cash and securities assets. The
Company has invested in income-producing instruments, equity and debt securities
and will consider other investments if such investments offers growth or profit
potential.
COMPETITION
The hotel enjoys a favorable year-round occupancy rate and is part of Holiday
Inn's worldwide reservation system. It was designed to Holiday Inn's
specifications to serve both business persons and tourists and caters to both
individuals and tour groups. It also handles conferences and business meetings,
having meeting and dining facilities for groups of up to 400 people. Management
believes that the hotel and garage are in a competitive position in their
respective markets; however, some competitors may have better financial
resources and newer facilities. The Company intends, where appropriate, to
continue in its efforts as a general partner to find ways to improve the
physical condition of the hotel and garage properties to remain competitive.
<PAGE> 3 of 37
EMPLOYEES
As of June 30, 2000, the Company had two full-time employees. The employees
are not part of any collective bargaining agreement, and the Company believes
that its employee relations are satisfactory.
Item 2. Description of Property.
PROPERTIES
The San Francisco, California hotel property owned by Justice Investors is
located near the Financial District, one block from the Transamerica Pyramid.
The Embarcadero Center is within walking distance. Chinatown is directly
across the bridge that runs from the hotel to Portsmouth Square Park. The hotel
is a 31-storied, steel and concrete, A-frame building which contains 566 guest
rooms situated on 22 floors. One floor houses the Chinese Culture Center
pursuant to a long-term, nominal-rent lease, and three floors are devoted to a
registration desk, lobby shops, dining room, coffee shop, hotel support
facilities, a fitness center, a guest business center, meeting and banquet rooms
and offices. Other features of the Holiday Inn include a rooftop swimming pool,
5-storied underground garage and pedestrian bridge across Kearny Street
connecting the hotel and the Chinese Culture Center with Portsmouth Square Park
in Chinatown. The bridge, built and owned by the partnership, is included in
the lease to the Chinese Culture Center.
On March 15, 1995, an amended and restated lease was entered into by Justice
Investors with an effective date of January 1, 1995. That lease was assumed by
Felcor, effective July 28, 1998. The initial term of the new lease is for a
10-year term expiring on December 31, 2004. The lessee also has an option to
renew the lease for one additional term of five years which would extend the
lease to December 31, 2009. The lease requires the lessee to pay an annual rent
of the greater of twenty percent (20%) of gross room revenues or $2,500,000 plus
fifty percent (50%) of total revenues from the demised premises less operating
expenses, base rent and capital requirements.
The lease also required the lessee and Justice Investors to make substantial
capital improvements and renovations to the hotel property. A rehabilitation
budget of more than $8 million was set forth in the new lease agreement, of
which the partnership was responsible for $2 million and the lessee was
responsible for the remainder. As of June 30, 2000, the partnership had paid
all of its $2 million commitment. Rehabilitation and renovation of the guest
rooms, hallways, elevators and safety systems was completed during 1999. Further
improvements are expected to be made in the future to meet standards for Holiday
Inn Select hotels. The responsibility for those improvements rests with Felcor.
Under the terms of the lease, the lessee is responsible for all maintenance and
repairs to the property, certain capital improvements, taxes and insurance. In
the opinion of management the property is adequately covered by insurance.
The garage lease between the partnership and Evon provides for a monthly rental
of sixty percent (60%) of gross parking revenues with a minimum rent of $21,750
per month. That lease expires in November 2010. The lessee is responsible for
insurance, repairs and maintenance, utilities and all taxes assessed against the
improvements to the leased premises. The garage is operated by Ampco Parking
pursuant to a sublease agreement with Evon.
<PAGE> 4 of 37
INVESTMENT POLICIES
The most significant real estate investment of the Company has been through its
investment in Justice Investors. The Company will continue to explore ways to
increase the value of that investment and to improve operations of the
underlying asset.
The Company may also look for new real estate investment opportunities in
hotels, apartments, office buildings and shopping centers. The acquisition of
any new real estate investments will depend on the Company's ability to find
suitable investment opportunities and the availability of sufficient financing
to acquire such investments. To help fund any such acquisition, the Company
plans to borrow funds to leverage its investment capital. The amount of this
mortgage debt will depend on a number of factors including, but not limited to,
the availability of financing and the sufficiency of the project's projected
cash flows to support the operations and debt service.
The Company has also invested in income producing instruments, equity and debt
securities, which may include interests in real estate based companies and
REITs, where financial benefit could inure to its shareholders through income
and/or capital gain. Those investments are made under the direction of the
Company's Chairman and President. The Company primarily will invest in
securities priced above $5.00 a share of companies listed on the New York and
American Stock Exchanges and The Nasdaq National Stock Market, Inc. Although
most of the Company's marketable securities investments are in companies listed
on those stock markets, the overall investment portfolio and some of the
Company's investment strategies could be viewed as risky and the market values
of the portfolio may be subject to large fluctuations. The Company may realize
gains and losses in its overall investment portfolio from time to time to take
advantage of market conditions and/or manage the portfolio's resources and the
Company's tax liability. The Company may also assume short positions in
marketable securities. Short sales are used by the Company to potentially
offset normal market risks undertaken in the course of its investing activities
or to provide additional return opportunities. In addition, the Company may
utilize margin for its marketable securities purchases through the use of
standard margin agreements with national brokerage firms. The use of available
leverage is guided by the business judgment of management.
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 Company's overall investment objectives and
activities. As a result, beginning July 1, 1999, all unrealized gains and
losses on the Company's investment portfolio were recorded through the income
statement.
The Company may realize gains and losses in its overall investment portfolio
from time to time to take advantage of market conditions and/or manage the
portfolio's resources and the Company's tax liability. The Company may also
assume short positions in marketable securities. Short sales are used by the
Company to potentially offset normal market risks undertaken in the course of
its investing activities or to provide additional return opportunities. In
addition, the Company utilizes margin for its marketable securities purchases
through the use of standard margin agreements with national brokerage firms.
The use of available leverage is guided by the business judgment of management.
<PAGE> 5 of 37
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 Financial Corporation ("Santa Fe") and
The InterGroup Corporation ("InterGroup") and directs the investment
activity of those companies. An employee of InterGroup helps manage the
portfolios of the Company in consultation with Mr. Winfield. The Company
reimburses 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.
Item 3. LEGAL PROCEEDINGS
None.
Item 4. Submission of Matters to a Vote of Shareholders.
The Annual Meeting of the Shareholders of the Company was held on May 16, 2000,
at the Luxe Summit Hotel Bel-Air, 11461 Sunset Blvd., Los Angeles, California
90049. At that meeting, all of management's nominees: John V. Winfield, Jerold
R. Babin, Josef A. Grunwald, John C. Love and William J. Nance, were elected as
Directors of the Company to serve until the next Annual Meeting, with each
nominee receiving in excess of 95% of the shares voted. At that Meeting, the
shareholders also voted in favor of the ratification of PricewaterhouseCoopers
LLP as the independent accountants of the Company. A tabulation of the vote
follows:
Proposal (1) - Directors: Votes For Against Abstained
--------- ------- ---------
John V. Winfield 623,499 0 27,051
Jerold R. Babin 649,759 0 791
Josef A. Grunwald 623,499 0 27,051
John C. Love 623,499 0 27,051
William J. Nance 623,499 0 27,051
Proposal (2) - Accountants:
PricewaterhouseCoopers LLP 649,855 215 480
<PAGE> 6 of 37
PART II
Item 5. Market For Common Equity and Related Stockholder Matters
MARKET
Portsmouth's common stock is traded over-the-counter. Quotes for its
stock are printed in the Pink Sheets OTC Market Reports. The Company's trading
symbol is PRSI.
The following table sets forth the high and low bid prices as of the end of each
full quarterly period for the full fiscal years 1999 and 1998 and for the short
fiscal year ended June 30, 2000, as reported on the Pink Sheets OTC Market
Reports.
2000 High Low
---- ---- ---
First Quarter (1/1 to 3/31) $ 20.00 $ 18.00
Second Quarter (4/1 to 6/30) $ 22.00 $ 18.50
1999 High Low
---- ---- ---
First Quarter (1/1 to 3/31) $ 19.00 $ 19.00
Second Quarter (4/1 to 6/30) $ 19.50 $ 18.50
Third Quarter (7/1 to 9/30) $ 20.25 $ 19.25
Fourth Quarter (10/1 to 12/31) $ 20.00 $ 18.00
1998 High Low
---- ---- ---
First Quarter (1/1 to 3/31) $ 24.00 $ 21.75
Second Quarter (4/1 to 6/30) $ 34.00 $ 23.25
Third Quarter (7/1 to 9/30) $ 32.00 $ 19.13
Fourth Quarter (10/1 to 12/31) $ 18.25 $ 17.50
Such over-the-counter market quotations reflect inter-dealer prices and do not
include retail markup, markdown or commission and may not necessarily represent
actual transactions.
As of September 15, 2000, the approximate number of holders of record of the
Company's Common Stock was 280. Such number of record owners was determined
from the Company's shareholders records and does not include beneficial owners
of the Company's Common Stock whose shares are held in the names of various
brokers, clearing agencies or other nominees. There are approximately 390
beneficial shareholders of the Company's Common Stock.
DIVIDENDS
On January 13, 1982, the Board of Directors established a regular semi-annual
dividend of $.25 per share payable on March 1 and September 1 to shareholders
of record February 1 and August 1, respectively. These regular semi-annual
dividends have been declared and paid at the established intervals since
September 1, 1982.
<PAGE> 7 of 37
Item 6. 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, 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 continues 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 Garage Corporation.
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.
Six Months ended June 30, 2000 Compared Six Months Ended June 30, 1999
Net income for the Company increased 45% to $1,373,806 for the six months ended
June 30, 2000 compared to $949,391 for the six months ended June 30, 1999. The
increase in net income is due to a 54% increase in total revenues offset by a
40% increase in costs and expenses.
The 54% increase in total revenues to $2,629,563 from $1,709,982 was primarily
due to an increase in partnership income from Justice Investors to $2,001,018
from $1,525,683 and an increase in net gains on marketable securities to
$514,841 from $86,834.
The increase in partnership income is primarily attributable to a 27% increase
in hotel rental income as a result of an increase in the average daily room
rate without a significant reduction in occupancy rates.
The increase in net gains from marketable securities to $514,841 from $86,834 is
primarily due to the inclusion of net unrealized gains of $585,523 in the
current period earnings. No unrealized gains were included in earnings for the
six months ended June 30, 1999.
Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date. Beginning July
1, 1999, all unrealized gains and losses on the Company's investment portfolio
were recorded through the income statement.
Realized 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 realized 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.
<PAGE > 8 of 37
Margin and trading expenses increased to $122,977 from $30,610 as a result of
the maintenance of a larger margin balance during the current period and the
increased size of the Company's portfolio.
Income taxes increased 79% to $875,846 from $489,080 due to the increase in
revenues.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Net income for the Company increased 37% to $1,940,342 for the year ended
December 31, 1999 compared to $1,411,154 for the year ended December 31, 1998.
The increase in net income is due to a 37% increase in total revenues while
costs and expenses remained consistent with the prior year.
The 37% increase in total revenues to $4,005,719 from $2,923,747 was primarily
due to a 14% increase in partnership income from Justice Investors to
$3,459,786 from $3,021,878, a change in investment income to a gain on
marketable securities of $363,408 from losses on marketable securities of
$89,796, and a 210% increase in dividend income to $152,525 from $49,165.
The increase in partnership income is primarily attributable to a 12.1%
increase in hotel rental income as a result of an increase in the average daily
room rate without a significant reduction in occupancy rates. The increase in
dividend and interest income and investment gains is due to management's
continuing efforts to reposition the Company's investment portfolio and the
reclassification of all available-for-sale securities to trading which resulted
in a net recorded gain of $121,508 in the income statement.
Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date. During the
year, 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. 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 Company's overall investment objectives and activities.
As a result, beginning July 1, 1999, all unrealized gains and losses on the
Company's investment portfolio were recorded through the income statement.
For the twelve months ended December 31, 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.
Realized 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 realized 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.
Income taxes increased 59% to $1,490,652 from $938,294 due to the increase in
revenues.
<PAGE> 9 of 37
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
also receives monthly management fees as a general partner. The Company also
derives revenue from the 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. For the
six months ended June 30, 2000, the Company received cash distributions of
$1,254,960 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 June 30, 2000, the Company's current assets and current liabilities were
$8,434,642 and $5,174,281, respectively. Management believes that its capital
resources are currently adequate to meet its short and long-term obligations.
IMPACT OF INFLATION
Since the Company's primary source of revenue is its partnership investment in
Justice Investors, the impact of inflation on Portsmouth should be viewed at the
partnership level. As discussed above, partnership income is primarily
dependent on hotel lease revenues. Hotel room rates are typically impacted by
supply and demand factors, not inflation, since rental of a hotel room is
usually for a limited number of nights. Room rates can be, and usually are,
adjusted to account for inflationary cost increases. To the extent that the
hotel lessee is able to adjust room rates, there should be minimal impact on
partnership revenues due to inflation. Partnership revenues are also subject to
interest rate risks which may be influenced by inflation. For the two most
recent fiscal years, the impact of inflation on the Company's income is not
viewed by management as material.
<PAGE> 10 of 37
Item 7. Financial Statements
INDEX TO FINANCIAL STATEMENTS PAGE
Report of Independent Accountants 11
Balance Sheet - June 30, 2000 12
Statements of Income and Comprehensive Income - For Six
Months Ended June 30, 2000 and Fiscal Years Ended
December 31, 1999 and 1998 13
Statements of Shareholders' Equity - For Six Months
Ended June 30, 2000 and Fiscal Years Ended
December 31, 1999 and 1998 14
Statements of Cash Flows - For Six
Months Ended June 30, 2000 and Fiscal Years Ended
December 31, 1999 and 1998 15
Notes to the Financial Statements 16
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Portsmouth Square, Inc.
In our opinion, the accompanying balance sheet and the related statements of
income and comprehensive income, of cash flows, and of changes in shareholders'
equity present fairly, in all material respects, the financial position of
Portsmouth Square, Inc. at June 30, 2000, and the results of its operations and
its cash flows for the six months ended June 30, 2000 and the years ended
December 31, 1999 and 1998, in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
September 22, 2000
<PAGE> 11 of 37
<TABLE>
<CAPTION>
PORTSMOUTH SQUARE, INC.
BALANCE SHEET
As of June 30, 2000
----
<S> <C>
ASSETS
Cash and cash equivalents $ 36,366
Investment in marketable securities 8,218,390
Investment in Justice Investors 3,053,956
Other investments 100,000
Other assets 179,886
----------
Total assets $ 11,588,598
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Due to securities broker $ 3,308,610
Accounts payable and accrued expenses 289,031
Obligations for securities sold 1,576,640
----------
Total liabilities 5,174,281
----------
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 3,406,341
----------
Total shareholders' equity 6,414,317
----------
Total liabilities and shareholders' equity $ 11,588,598
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 12 of 37
PORTSMOUTH SQUARE, INC.
STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
For the 6 Months For the Years
Ended Ended December 31,
June 30, 2000 1999 1998
------------- ---------- ----------
<S> <C> <C> <C>
Revenues
Equity in net income of Justice Investors $ 2,001,018 $ 3,459,786 $ 3,021,878
Dividend and interest income 83,970 152,525 49,165
Net gains (losses) on marketable securities 514,841 363,408 (89,796)
Other income (loss) 29,734 30,000 (57,500)
--------- --------- ---------
2,629,563 4,005,719 2,923,747
--------- --------- ---------
Costs and expenses
General and administrative 256,934 504,026 503,604
Margin interest and trading expenses 122,977 70,699 70,695
--------- --------- ---------
379,911 574,725 574,299
--------- --------- ---------
Income before income taxes 2,249,652 3,430,994 2,349,448
Income taxes ( 875,846) (1,490,652) (938,294)
--------- --------- ---------
Net income $ 1,373,806 $ 1,940,342 $ 1,411,154
========= ========= =========
Basic earnings per share $ 1.87 $ 2.64 $ 1.92
========= ========= =========
Weighted average number of shares outstanding 734,183 734,183 734,183
========= ========= =========
Comprehensive income
Net income $ 1,373,806 $ 1,940,342 $ 1,411,154
Other comprehensive income:
Unrealized holding gain (loss)
on marketable securities - 36,880 (331,868)
Reclassification adjustment for holding
loss included in net earnings - - 89,796
Income tax benefit related to
other comprehensive income - 33,851 94,819
Adjustment for reclassification of the
accumulated unrealized holding gains prior
to July 1, 1999 to current earnings - (121,508) -
--------- --------- ---------
Total comprehensive income $ 1,373,806 $ 1,889,565 $ 1,263,901
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 13 of 37
<TABLE>
<CAPTION>
PORTSMOUTH SQUARE, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
Common Stock Accumulated Retained
---------------- Additional other earnings
Common Paid-in comprehensive (accumulated
Stock Amount Capital income deficit) Total
------ ------ --------- ------------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1997 734,183 $2,092,300 $ 915,676 $ 96,476 $ (401,233) $2,703,219
Net income 1,411,154 1,411,154
Dividends paid (367,091) (367,091)
Unrealized holding
loss on marketable
securities, net
of tax (147,253) (147,253)
------- --------- -------- ------- --------- --------
Balance at
December 31, 1998 734,183 $2,092,300 $ 915,676 $(50,777) $ 642,830 $3,600,029
Net income 1,940,342 1,940,342
Dividends paid (367,091) (367,091)
Unrealized holding
loss on marketable
securities, net
of tax 50,777 50,777
------- --------- -------- ------- --------- --------
Balance at
December 31, 1999 734,183 $2,092,300 $ 915,676 $ - $2,216,081 $5,224,057
Net income 1,373,806 1,373,806
Dividends paid (183,546) (183,546)
------- --------- -------- ------- --------- --------
Balance at
June 30, 2000 734,183 $2,092,300 $ 915,676 $ - $3,406,341 $6,414,317
======= ========= ======== ======= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 14 of 37
<TABLE>
<CAPTION> PORTSMOUTH SQUARE, INC.
STATEMENTS OF CASH FLOWS
For the 6 Months For the Years
Ended Ended December 31,
June 30, 2000 1999 1998
------------- --------- ---------
<S> <C> <C>
Operating activities
Net income $ 1,373,806 $ 1,940,342 $ 1,411,154
Adjustments to reconcile net income to
net cash used by operating activities:
Equity in net income of Justice Investors (2,001,018) (3,459,786) (3,021,878)
Net realized (gains) losses on marketable
securities - (111,867) 89,796
Net unrealized gains on marketable
securities (585,523) - -
Write-down of other investments - - 87,500
Change in assets and liabilities:
Trading securities (2,101,730) (3,093,315) -
Other assets (51,084) 165,405 (61,409)
Accounts payable and other liabilities 179,579 39,340 (150,749)
Due to securities broker 582,470 1,707,361 -
Obligations for securities sold 1,460,746 103,024 -
--------- --------- ---------
Net cash used in operating activities (1,142,754) (2,709,496) (1,645,586)
--------- --------- ---------
Investing activities
Cash distributions from Justice Investors 1,254,960 2,997,960 2,509,920
Purchase of marketable securities - (1,621,961) (6,199,520)
Proceeds from sales of marketable securities - 1,733,828 5,452,957
Purchase from other investments - - (100,000)
--------- --------- ---------
Net cash provided by investing activities 1,254,960 3,109,827 1,663,357
--------- --------- ---------
Financing activities
Increase in due to securities broker - - 354,568
Obligations for securities sold - - 12,870
Dividends paid (183,546) (367,091) (367,091)
--------- --------- ---------
Net cash (used in) provided by
financing activities (183,546) (367,091) 347
--------- --------- ---------
Net (decrease)increase in cash and
cash equivalents (71,340) 33,240 18,118
Cash and cash equivalents at the
beginning of the year 107,706 74,466 56,348
--------- --------- ---------
Cash and cash equivalents at end of year $ 36,366 $ 107,706 $ 74,466
========= ========= =========
Supplemental information:
Income taxes paid, net of refunds $ 757,000 $ 966,371 $ 1,097,000
========= ========= =========
Margin interest paid $ 122,977 $ 70,699 $ 70,695
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 15 of 37
PORTSMOUTH SQUARE, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Description of Business
As of June 30, 2000, Santa Fe Financial Corporation ("Santa Fe") owns
approximately 68.8% of the outstanding common shares of Portsmouth Square, Inc.
("Portsmouth" or the "Company"). Portsmouth's primary source of revenues is
from its 49.8% interest in Justice Investors, a California limited partnership
in which Portsmouth serves as both a general and limited partner. Justice
Investors owns the land, improvements and leaseholds at 750 Kearny Street, San
Francisco, California, commonly known as the Holiday Inn Financial
District/Chinatown. Justice Investor's most significant income source is a
lease between the partnership and Felcor Lodging Trust, Inc. for the hotel
portion of the property. The partnership also derives income from the lease of
the garage portion of the property to Evon Garage Corporation. The Company
also derives revenue from management fees as a general partner and from the
investment of its cash and securities assets.
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.
Cash Equivalents
The Company considers all investments purchased with an original maturity of
three months or less to be cash equivalents.
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.
The cost of marketable securities sold is determined by the specific
identification method.
Obligations for Securities Sold
Obligations for securities sold represents the fair market value of shares sold
with the promise to deliver that security at some future date and the fair
market value of shares underlying the written call options with the obligation
to deliver that security when and if the option is exercised. The obligation
may be satisfied with current holdings of the same security or by subsequent
purchases of that security. Unrealized gains and losses from changes in the
obligation are included in the income statement.
Revenue Recognition
The Company's primary source of revenue is from its 49.8% interest in Justice
Investors, a limited partnership which owns and leases a hotel in San
Francisco, California, in which the Company is both a limited and general
partner. The Company accounts for its investment in Justice Investors under
the equity method.
<PAGE> 16 of 37
Basic Earnings per Share
Basic earnings per share are calculated based upon the weighted average number
of common shares outstanding during each fiscal year. As of June 30, 2000,
December 31, 1999 and 1998, the Company did not have any potentially dilutive
securities outstanding; and therefore, does not report diluted earnings per
share.
Accounting for Impairment of Long-Lived Assets
The Company records impairment losses on long-lived assets used in operations
when indicators of impairment are present and the estimated undiscounted cash
flows generated by those assets are less that their carrying value. No
impairment losses have been recorded.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Income Taxes
Deferred income taxes are determined using the liability method. A deferred
tax asset or liability is determined based on the difference between the
financial statement and tax basis of assets and liabilities as measured by the
enacted tax rates. Deferred tax expense is the result of changes in the amount
of deferred income taxes during the period.
NOTE 2 - TRANSITION PERIOD COMPARATIVE DATA
On May 16, 2000, the Board of Directors of Santa Fe approved a change in the
fiscal year end of the Company from December 31 to June 30.
The following schedule presents certain financial information for the six
months ended June 30, 2000 and 1999.
2000 1999
---- ----
Revenues
Equity in net income of Justice
Investors $2,001,018 $1,525,683
Dividend and interest income 83,970 79,465
Net gains on marketable securities 514,841 86,834
Other income 29,734 18,000
--------- ---------
2,629,563 1,709,982
--------- ---------
<PAGE> 17 of 37
Cost and expenses
General and administrative 256,934 240,901
Margin interest and trading expenses 122,977 30,610
--------- ---------
379,911 271,511
--------- ---------
Income before income taxes 2,249,652 1,438,471
Income taxes (875,846) (489,080)
--------- ---------
Net income $1,373,806 $ 949,391
========= =========
Basic earnings per share $ 1.87 $ 1.29
========= =========
Weighted average number of
shares outstanding 734,183 734,183
========= =========
Comprehensive income
Net income $1,373,806 $ 949,391
Other comprehensive income:
Unrealized holding gain
on marketable securities - 294,724
Reclassification adjustment for holding
gain included in net earnings - (86,834)
Income tax expense related to
other comprehensive income - (84,207)
--------- ---------
Total comprehensive income $1,373,806 $1,073,074
========= =========
NOTE 3 - INVESTMENT IN MARKETABLE SECURITIES
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 July 1, 1999, all unrealized gains and
losses on the Company's investment portfolio were recorded through the income
statement. For the twelve months ended December 31, 1999, the Company
recognized a net unrealized gain of $97,771 related to the reclassification of
all available-for-sale securities to trading securities. For the six months
ended June 30, 2000, the net unrealized gain on trading securities included in
earnings was $585,522.
Gross unrealized gains and losses included in earnings from the transfer of
securities from available-for-sale to trading totaled $372,013 and $250,505
respectively, for the year ended December 31, 1999.
Proceeds from sales of available-for-sale securities during 1999 were
$1,733,828. Gross realized gains and losses included on those sales during
1999 were $237,072 and $125,205, respectively.
<PAGE> 18 of 37
NOTE 4 - INVESTMENT IN JUSTICE INVESTORS
Condensed financial statements for Justice Investors, a limited partnership, in
which Portsmouth Square, Inc. has a 49.8% interest, are as follows:
CONDENSED BALANCE SHEETS
As of June 30, 2000
----
Assets
Total current assets $2,304,287
Property, plant and equipment, net of accumulated
depreciation of $11,554,786 5,015,742
Loan fees and deferred lease costs, net of accumulated
amortization of $8,124 147,067
---------
$7,467,096
=========
Liabilities and partners' equity
Total current liabilities $ 237,369
Partners' capital 7,229,727
---------
$7,467,096
=========
CONDENSED STATEMENTS OF OPERATIONS
For the 6 Months For the Years
Ended Ended December 31,
June 30, 2000 1999 1998
------------- ------- -------
Revenues $4,445,597 $7,791,402 $7,036,744
Costs and expenses (427,488) (844,039) (968,716)
--------- --------- ---------
Net income $4,018,109 $6,947,363 $6,068,028
========= ========= =========
NOTE 5 - DUE TO SECURITIES BROKER
Various securities brokers have advanced funds to the Company for the purchase
of marketable securities under standard margin agreements.
<PAGE> 19 of 37
NOTE 6 - INCOME TAXES
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
For the 6 For the Years Ended
Months Ended December 31,
June 30, 2000 1999 1998
------------- ---- ----
<S> <C> <C> <C>
Federal
Current $ 685,839 $ 994,839 $ 799,995
Deferred 9,607 211,555 (59,695)
--------- --------- -------
695,446 1,206,394 740,300
--------- --------- -------
State
Current 177,938 278,392 212,622
Deferred 2,462 5,866 (14,628)
--------- --------- -------
180,400 284,258 197,994
--------- --------- -------
$ 875,846 $1,490,652 $ 938,294
========= ========= =======
</TABLE>
A reconciliation of the statutory federal income tax rate to the effective tax
rate is as follows:
<TABLE>
<CAPTION>
For Six Year ended
Months Ended December 31,
June 30, 2000 1999 1998
------------- ---- ----
<S> <C> <C> <C>
Statutory federal tax rate 34.0% 34.0% 34.0%
State income taxes, net of federal tax benefit 6.0 6.0 6.0
Other (1.1) 3.4 (0.1)
---- ---- ----
38.9% 43.4% 39.9%
==== ==== ====
</TABLE>
The components of the Company's deferred tax assets and (liabilities) as of
June 30, 2000 are as follows:
State income taxes $ 50,017
Unrealized gains on marketable securities (273,318)
-------
Net deferred tax liabilities $(223,301)
=======
<PAGE> 20 of 37
NOTE 7 - RELATED PARTY TRANSACTIONS
Certain shared costs and expenses, primarily administrative salaries, rent and
insurance, are allocated between the Company and Santa Fe based on management's
estimate of the pro rata utilization of resources. Total shared costs and
expenses allocated to the Company approximated $89,327 during the six months
ended June 30, 2000. Total shared costs and expenses allocated to the Company
approximated $214,818 and $213,900 during the years ended December 31, 1999 and
1998, respectively. In addition, The InterGroup Corporation allocates
corporate expenses to the Company based on InterGroup's management's estimate
of the pro rata utilization of resources. For the six months ended June 30,
2000, these expenses were approximately $56,485. For the years ended December
31, 1999 and 1998, these expenses were approximately $85,300 and $81,000
respectively.
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. An employee of InterGroup helps manage the
portfolios of the Company in consultation with Mr. Winfield. The Company
reimburses 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 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
<PAGE> 21 of 37
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The following table sets forth certain information with respect to the
Directors and Executive Officers of the Company as of June 30, 2000:
<TABLE>
<CAPTION>
Present
Position Director
Name Age With the Company Since Term to Expire
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John V. Winfield 53 Chairman, President 1996 2000 Annual Meeting
and Chief Executive
Officer (1)
Jerold R. Babin 67 Director 1996 2000 Annual Meeting
Josef A. Grunwald 52 Director 1996 2000 Annual Meeting
John C. Love 60 Director (1)(2) 1998 2000 Annual Meeting
William J. Nance 56 Director (1)(2) 1996 2000 Annual Meeting
Michael G. Zybala 48 Vice President,
Secretary, Treasurer
and General Counsel N/A N/A
---------------------------
</TABLE>
(1) Member of Securities Investment Committee
(2) Member of Audit Committee
BUSINESS EXPERIENCE:
The principal occupation and business experience during the last five years
for each of the Directors and Executive Officers of the Company are as
follows:
John V. Winfield - Mr. Winfield was first elected to the Board in May of 1996
and currently serves as the Company's Chairman of the Board, President and
Chief Executive Officer. Mr. Winfield is also Chairman of the Board,
President and Chief Executive Officer of Portsmouth's parent company Santa Fe,
Finacial Corporation, having held those positions since April 1996. Mr.
Winfield is Chairman of the Board, President and Chief Executive Officer of
The InterGroup Corporation, a public company, and has held those
positions since 1987. Mr. Winfield is also Chairman of the Board of Healthy
Planet Products, Inc., a public company ("HPP"), having first been appointed as
a Director in September 1997 and elected Chairman on August 5, 1998. Mr.
Winfield also serves as Chairman of the Board of Etz Lavud, Ltd. a public
company.
Jerold R. Babin - Mr. Babin was appointed as a Director of the Company on
February 1996. Mr. Babin has been a retail securities broker for the past 37
years. From 1989 to present, he has worked for Prudential Securities, where
he currently holds the title of First Vice-President.
<PAGE> 22 of 37
Josef A. Grunwald - Mr. Grunwald was elected as a Director of the Company in
May 1996. Mr. Grunwald is an industrial, commercial and residential real estate
developer. He serves as Chairman of PDG N.V. (Belgium), a hotel management
company, and President of I.B.E. Services S.A. (Belgium), an international
trading company. Mr. Grunwald is also a Director of InterGroup, having held
that position since 1987. Mr. Grunwald is also a Director of Etz Lavud, Ltd.,
a public company.
John C. Love - Mr. Love was appointed a Director of the Company on March 5,
1998. Mr. Love is an international hospitality and tourism consultant based in
Orinda, California. He was formerly a partner in the national CPA and
consulting firm of Pannel Kerr and Forster. Mr. Love has extensive experience
in hotel development, acquisition and development. He is Chairman Emeritus of
Golden Gate University in San Francisco. Mr. Love is also a Director of Santa
Fe, having first been appointed on March 2, 1999 and a Director of InterGroup,
having first been appointed in January 1998.
William J. Nance - Mr. Nance was first elected to the Board in May 1996. Mr.
Nance is also a Director of Santa Fe. He is the President and CEO of Century
Plaza Printers, Inc., a company he founded in 1979. He has also served as a
consultant in the acquisition and disposition of multi-family and commercial
real estate. Mr. Nance is a Certified Public Accountant and, from 1970 to
1976, was employed by Kenneth Leventhol & Company where he was a Senior
Accountant specializing in the area of REITS and restructuring of real estate
companies, mergers and acquisitions, and all phases of real estate development
and financing. Mr. Nance is a Director and the Treasurer of InterGroup and has
held such positions since 1984. Mr. Nance also serves as a Director of HPP,
having first been elected on August 5, 1998.
Michael G. Zybala - Mr. Zybala was appointed as Vice President and Secretary
of the Company on February 20, 1998 and was appointed Treasurer on May 16,
2000. He is also Vice President, Secretary, Treasurer and General Counsel of
Santa Fe. Mr. Zybala has served as the Company's General Counsel since 1995
and has represented the Company as its corporate counsel since 1978. Mr.
Zybala is a Director of HPP and serves as the company's Secretary. He was
appointed as a Director of HPP on June 17, 1998 and elected as Secretary on
August 5, 1998. Mr. Zybala also serves as Vice President Operations of
InterGroup, having been appointed to that position in January 1999.
Family Relationships: There are no family relationships among directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers.
Involvement in Certain Legal Proceedings: No director or executive officer, or
person nominated or chosen to become a director or executive officer, was
involved in any legal proceeding requiring disclosure.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and each beneficial owner of more than ten percent of
the Common Stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten-percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during fiscal 2000 all
filing requirements applicable to its officers, directors, and greater than
ten-percent beneficial owners were complied with.
<PAGE> 23 of 37
Item 10. Executive Compensation
The following table provides certain summary information concerning
compensation awarded to, earned by, or paid to the Chief Executive Officer
and any other qualifying Executive Officers and employees who earned more than
$100,000 for all services rendered to the Company for fiscal years ended
June 30, 2000, 1999 and 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
---------------------------------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation (1)
--------------------------- ---- ------ ----- ----------------
<S> <C> <C> <C> <C>
John V. Winfield 2000 $90,000 $ 0 $6,000
Chairman, President and 1999 $63,907 $ 0 $6,000
Chief Executive Officer 1998 $35,115 $ 0 $6,000
-----------------------
</TABLE>
(1) Amounts shown reflect regular Directors fees. During fiscal 2000 and 1999,
the Company also paid annual premiums of $16,000 for a split dollar whole life
insurance policy, owned by, and the beneficiary of which is, a trust for the
benefit of Mr. Winfield's family. The Company has a secured right to receive,
from any proceeds of the policy, reimbursement of all premiums paid prior to
any payments to the beneficiary.
As a small business issuer, Portsmouth has no compensation committee. Executive
Officer compensation is set by disinterested members of the Board of Directors.
Portsmouth has no stock option plan or stock appreciation rights for its
executive officers. The Company has no pension or long-term incentive plans.
There are no employment contracts between Portsmouth and any executive officer,
nor are there any termination-of-employment or change-in-control arrangements.
DIRECTOR COMPENSATION
The bylaws of Portsmouth permit directors to be paid a fixed sum for attendance
at each meeting of the Board or a stated salary as director. Each director is
paid a fee of $1,500 per quarter for a total annual compensation of $6,000.
This policy has been in effect since July 1, 1985.
<PAGE> 24 of 37
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of September 15, 2000, certain information
with respect to the beneficial ownership of Common Stock owned by (i) those
persons or groups known by the Company to own more than five percent of the
outstanding shares of Common Stock, (ii) each Director and Executive Officer,
and (iii) all Directors and Executive Officers as a group.
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Owner(1) Class (2)
------------------- ------------------- ----------
John V. Winfield 0 *
820 Moraga Drive
Los Angeles, CA 90049
Jerold R. Babin 48,345(3) 6.58%
4 Embarcadero Center
Suite 2400
San Francisco, CA 94111
Josef A. Grunwald 0 *
820 Moraga Drive
Los Angeles, CA 90049
John C. Love 0 *
820 Moraga Drive
Los Angeles, CA 90049
William J. Nance 0 *
820 Moraga Drive
Los Angeles, CA 90049
Michael G. Zybala 0 *
820 Moraga Drive
Los Angeles, CA 90049
Santa Fe Financial Corporation 505,042(4) 68.88%
11315 Rancho Bernardo Road,
Suite 129
San Diego, CA 92117-1463
All of the above as a group 553,387 75.37%
---------------------------
* Ownership does not exceed 1%
(1) Unless otherwise indicated, and subject to applicable community property
laws, each person has sole voting and investment power with respect to the
shares beneficially owned.
(2) Percentages are calculated based of 734,183 shares of Common Stock issued
and outstanding as of September 15, 2000.
(3) Jerold R. Babin claims sole voting power over the 48,345 shares identified
herein, of which he has sole dispositive power over 9,667 held in his
retirement account. He claims shared dispositive power with his wife over
the 38,478 shares which they hold as trustees of a family trust.
(4) Santa Fe Financial Corporation is the record and beneficial owner of
505,042 shares of the Common Shares of Portsmouth. As directors of Santa
Fe, Messrs. Winfield, Nance and Love have the power to direct the vote of
the shares of Portsmouth owned by Santa Fe.
<PAGE> 25 of 37
Security Ownership of Management in Parent Corporation
John V. Winfield is the beneficial owner of 49,400 shares of the common stock
of Portsmouth's parent corporation, Santa Fe. The InterGroup Corporation is
the beneficial owner of 568,996 shares of common stock and 63,600 shares of
convertible, voting preferred stock of Santa Fe. Pursuant to a Voting Trust
Agreement dated June 30, 1998, InterGroup also has the power to vote the 49,400
shares of common stock owned by Mr. Winfield giving it a total of 681,996
voting shares, which represents 54.3% of the voting power of Santa Fe. As
President, Chairman of the Board and a 49.4% shareholder of InterGroup, Mr.
Winfield has voting and dispositive power over the shares owned of record and
beneficially by InterGroup. No other director or executive officer of
Portsmouth has a beneficial interest in Santa Fe's shares.
Item 12. Certain Relationships and Related Transactions
As of September 15, 2000, Santa Fe owned 68.8% of the common stock of
Portsmouth, and InterGroup and John V. Winfield, in the aggregate, owned
approximately 54.3% of the voting stock of Santa Fe. Certain costs and
expenses, primarily salaries, rent and insurance, are allocated between the
Company, Santa Fe, and InterGroup based on management's estimate of the
utilization of resources. Effective June 30, 1998, certain accounting and
administrative functions of the Company and its subsidiaries, were transferred
to the Los Angeles, California offices of InterGroup. During the fiscal years
ended June 30, 2000 and 1999, the Company made payments to InterGroup in the
total amount of approximately $99,000 and $83,300, respectively, for
administrative costs and reimbursement of direct and indirect costs associated
with the management of the Company and its investments, including the
partnership asset. During fiscal 2000 and 1999, the Company also paid annual
consulting fees to an officer of InterGroup in the amount of $88,200.
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. An employee of InterGroup helps manage the
portfolios of the Company in consultation with Mr. Winfield. The Company
reimburses 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.
In December 1998, Board of Directors authorized the Company to obtain whole
life insurance and split dollar insurance policies covering the Company's
President and Chief Executive Officer, Mr. Winfield. During fiscal 2000 and
1999, the Company paid annual premiums of $16,600 for the split dollar whole
life insurance policy, owned by, and the beneficiary of which is, a trust for
the benefit of Mr. Winfield's family. The Company has a secured right to
receive, from any proceeds of the policy, reimbursement of all premiums paid
prior to any payments to the beneficiary.
There are no other relationships or related transactions between the Company
and any of its officers, directors, five-percent security holders or their
families that require disclosure.
<PAGE> 26 of 37
Item 13. Exhibits and Reports on Form 8-K
(a) Listing of Exhibits by Table Number
-----------------------------------
Set forth below is an index of applicable exhibits filed with this report
according to exhibit table number.
Exhibit Page
------- ----
3.(i) Articles of Incorporation *
(ii) Bylaws (amended February 16, 2000) **
4. Instruments defining the rights of Security *
Holders, including indentures (see Articles
of Incorporation and Bylaws)
27. Financial Data Schedule 37
* All exhibits marked by an asterisk have been previously filed with other
documents, including Registrant's Form 10 filed on October 27, 1967, and
subsequent filings on Forms 8-K, 10-K, 10-KSB, 10-Q and 10-QSB, which are
incorporated herein by reference.
** Amendment to Bylaws are incorporated herein by reference to the Company's
Form 10-KSB filed with the Commission March 29, 2000.
(b) Reports on Form 8-K
-------------------
The following report on Form 8-K was filed during the last quarter of the
period covered by this report:
Date of Report Description of Items Reported
-------------- -----------------------------
May 16, 2000 Election of Directors and ratification
of independent accountants; change in
fiscal year end.
(c) Financial Statements and Schedules Required by Regulation S-X
The following financial statements of Justice Investors are included in
Item 13:
PAGE
----
Independent Auditor's Report 28
Balance Sheets - December 31, 1999 and 1998 29
Statements of Income and Partners' Capital - Years 30
Ended December 31, 1999 and 1998
Statements of Cash Flows - Years Ended 31
December 31, 1999 and 1998
Notes to Financial Statements - December 31, 1999 and 1998 32
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
<PAGE> 27 of 37
COLLIER & MARKOWITZ
CERTIFIED PUBLIC ACCOUNTANTS
(SUCCESSORS TO AARON, BLUM & COLLIER)
235 MONTGOMERY STREET, SUITE 1049
SAN FRANCISCO, CALIFORNIA 94104
TEL (415) 982-7852
FAX (415) 982-1429
January 28, 2000
To the Partners
Justice Investors
(A Limited Partnership)
San Francisco, California
Independent Auditor's Report
----------------------------
We have audited the accompanying balance sheets of Justice Investors (A Limited
Partnership) as of December 31, 1999, and 1998, and the related statements of
income and partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Justice Investors (A Limited
Partnership) as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/s/ COLLIER AND MARKOWITZ
Certified Public Accounts
<PAGE> 28 of 37
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
December 31, 1999 and 1998
--------------------------
1999 1998
---- ----
ASSETS
------
Current assets
Cash $ 15,453 $ 3,265
Rents receivable 2,198,898 1,688,253
Prepaid expenses 5,221 4,886
--------- ---------
Total current assets 2,219,572 1,696,404
--------- ---------
Fixed assets
Office equipment (net of accumulated
depreciation of $4,757 in 1999 and
$3,846 in 1998) 796 1,707
Building and improvements (net of accumulated
depreciation of $11,369,228 in 1999 and
$10,995,627 in 1998) 4,076,774 4,450,375
Land 1,124,128 1,124,128
--------- ---------
Total fixed assets 5,201,698 5,576,210
--------- ---------
Other assets
Loan fees (net of accumulated amortization
of $140,440 in 1999 and $110,875 in 1998) 147,817 177,382
Deferred lease costs (net of accumulated
amortization of $7,016 in 1999 and
$5,908 in 1998) 15,140 16,247
--------- ---------
Total other assets 162,957 193,629
--------- ---------
Total assets $7,584,227 $7,466,243
========= =========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Current liabilities
Trade accounts payable and accrued expenses $ 45,520 $ 50,539
Rents received in advance 206,250 200
Accrued interest 9,292 6,553
--------- ---------
Total current liabilities 261,062 57,292
Long-term liabilities
Notes payable 1,591,547 2,604,686
--------- ---------
Total liabilities 1,852,609 2,661,978
Commitment - Lease commission --------- ---------
Partners' capital 5,731,618 4,804,265
--------- ---------
Total liabilities and partners' capital $7,584,227 $7,466,243
========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE> 29 of 37
<TABLE>
<CAPTION>
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND PARTNERS' CAPITAL
Years Ended December 31, 1999 and 1998
--------------------------------------
1999 1998
---- ----
<S> <C> <C>
Revenues
Rental income
Hotel $6,368,921 $5,677,119
Garage 1,379,523 1,337,833
Other 2,400 2,400
--------- ---------
Total rental income 7,750,844 7,017,352
Interest income 4,893 -
Miscellaneous income 35,665 19,392
--------- ---------
Total revenues 7,791,402 7,036,744
--------- ---------
Expenses
Interest 52,187 175,468
Depreciation and amortization 405,184 423,320
Lease commission 63,690 56,771
Property taxes 41,627 41,928
General and administrative
Administrative expenses 150,000 150,000
Accounting fees 8,348 9,999
Audit and tax preparation 43,435 25,527
Business taxes 23,223 20,554
Bank charges 8,634 6,935
Consultants 1,050 5,005
Franchise taxes 800 800
Insurance expense 40,374 45,518
Legal fees 4,758 6,178
Office expense and miscellaneous 729 713
--------- ---------
Total expenses 844,039 968,716
--------- ---------
Net income 6,947,363 6,068,028
Partners' capital at beginning of
year 4,804,265 3,776,240
Less distributions to partners (6,020,010) (5,040,003)
--------- ---------
Partners' capital at end of year $5,731,618 $4,804,265
========= =========
</TABLE>
The accompanying notes are in integral part of these financial statements.
<PAGE> 30 of 37
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
Years Ended December 31, 1999 and 1998
--------------------------------------
Increase (Decrease) in Cash and Cash Equivalents
1999 1998
---- ----
Cash flows from operating activities
Cash received from tenants $ 7,446,249 $5,588,801
Interest received 4,893 -
Miscellaneous income received 35,665 -
Interest paid (49,448) (168,915)
Cash paid for other operating
activities (392,022) (357,178)
Net cash provided by operating -------- --------
activities 7,045,337 5,062,708
--------- ---------
Cash flows from financing activities
Distributions to partners (6,020,010) (5,040,003)
Proceeds from borrowing of long-
term debt 3,043,509 3,992,727
Principal payments of long-term
debt (4,056,648) (4,012,167)
Net cash used in financing --------- ---------
activities (7,033,149) (5,059,443)
--------- ---------
Net increase in cash and
cash equivalents 12,188 3,265
Cash and cash equivalents at
beginning of year 3,265 -
--------- ---------
Cash and cash equivalents at end
of year $ 15,453 $ 3,265
========= =========
Reconciliation of net income to net
cash provided by operating
activities
Net income $6,947,363 $6,068,028
--------- ---------
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities
Depreciation and amortization 405,184 423,320
Rents receivable (510,645) (1,222,502)
Prepaid expenses (335) 29,737
Accounts payable (5,019) (36,378)
Rents received in advance 206,050 (206,050)
Interest payable 2,739 6,553
--------- ---------
97,974 (1,005,320)
--------- ---------
Net cash provided by operating
activities $7,045,337 $5,062,708
========= =========
Supplemental disclosures of cash
flows information:
Cash paid during the year for:
Interest $ 49,448 $ 168,915
The accompanying notes are an integral part of these financial statements.
<PAGE> 31 of 37
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------
SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
Organization
------------
Justice Investors, a Limited Partnership (the "Partnership"), was formed in
1967 to acquire real property in San Francisco, California, for the development
and lease of hotel and related facilities. The leases became effective during
1970 upon completion of the hotel and parking garage. The lease of the hotel
provides for the Partnership to receive certain percentages of hotel revenue,
as defined, to December 31, 2004, with a five-year renewal option. The parking
garage lease provides for payments of certain percentages of parking receipts
to November 30, 2010.
Rents Receivable
----------------
Management believes that all rents receivable as of December 31, 1999 and 1998,
were fully collectible. Therefore, no allowance for doubtful accounts was
recorded.
Depreciation
------------
Depreciation on the hotel facilities is computed using the straight-line method
over a useful life of 40 years. Building improvements are being depreciated on
a straight-line basis over their useful lives ranging from 5 to 39 years.
Office equipment is being depreciated using the 150% declining balance method
with a useful life of 5 years.
Amortization
------------
Loan fees are amortized using the straight-line method over 10 years. Deferred
lease costs are amortized using the straight-line method over 15 years.
Income Tax
----------
No income taxes have been provided in the accompanying financial statements
since the Partnership profits and losses are reportable by the partners on
their individual income tax returns.
Statement of Cash Flows
-----------------------
For purposes of the statement of cash flows, cash equivalents include time
deposits, certificates of deposit, and all highly liquid debt instruments with
original maturities of three months or less.
<PAGE> 32 of 37
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------
SIGNIFICANT ACCOUNTING POLICIES (continued)
-------------------------------
Use of Estimates
----------------
The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.
LONG-TERM DEBT
--------------
At December 31, 1999 and 1998, long-term debt consisted of the following:
<TABLE>
1999 1998
---- ----
<S> <C> <C>
Note payable to Wells Fargo Bank collateralized
by first deed of trust on land, hotel property
and the Partnership's interest in hotel and
garage leases. The note provides for interest
at LIBOR plus 2% per annum to a total capped
rate of 11.5% up to $4,000,000 due December
31, 2004 $ - $2,590,000
Note payable to Wells Fargo Bank collateralized
by first deed of trust on land, hotel property
and the Partnership's interest in hotel and
garage leases. The note provides for interest
at prime rate per annum due December 31, 2004 1,591,547 14,686
--------- ---------
$1,591,547 $2,604,686
========= =========
</TABLE>
Under the terms of the revolving reducing line of credit with Wells Fargo Bank,
the above notes are subject to a maximum credit limit as follows:
December 31, 1998 $6,796,678
December 31, 1999 6,506,363
December 31, 2000 6,182,662
December 31, 2001 5,821,736
December 31, 2002 5,419,302
December 31, 2003 4,970,590
December 31, 2004 4,470,275
<PAGE> 33 of 37
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------
LONG-TERM DEBT (continued)
--------------
Maturities of long-term debt for each of the next five years are as follows:
2000 $ -
2001 -
2002 -
2003 -
2004 1,591,547
MINIMUM FUTURE RENTALS
----------------------
Minimum future rentals to be received on non-cancelable leases as of December
31, 1999 for each of the next five years and in the aggregate are:
2000 $ 2,761,000
2001 2,761,000
2002 2,761,000
2003 2,761,000
2004 2,761,000
Subsequent to 2004 1,544,250
----------
$15,349,250
==========
COMMITMENT - LEASE COMMISSION
-----------------------------
The Partnership was obligated to pay a lease commission of 2% of the rentals
received under the primary lease of the hotel property for the initial 25-year
term of the lease which expired on October 31, 1995. In addition, the
Partnership is obligated to pay a lease commission of 1% of rentals received to
December 31, 2004 plus Holiday Inn lease extension, if any, to December 31,
2010.
RELATED PARTY TRANSACTIONS
--------------------------
Expenses were incurred for services rendered by related parties as follows:
1999 1998
---- ----
General partners $150,000 $150,000
Legal services 4,758 6,178
------- -------
$154,758 $156,178
======= =======
<PAGE> 34 of 37
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------
RELATED PARTY TRANSACTIONS (continued)
--------------------------
The garage lessee, the managing general partner, paid the Partnership
$1,379,523 and $1,337,833 during 1999 and 1998, respectively, under the terms
of the rental agreement. Rents receivable from the garage lessee at December
31, 1999 and 1998 were $108,478 and $115,794, respectively. Accounts payable to
general partners at December 31, 1999 and 1998 were $30,000 and $30,000,
respectively.
LITIGATION
----------
The Partnership was a co-defendant in a lawsuit filed by a former employee of
the general contractor who constructed the hotel and garage facilities, for
alleged personal injuries resulting from exposure to asbestos-containing
materials. The case was dismissed in 1998 without liability to the
Partnership.
<PAGE 35 of 37
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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: September 25, 2000 by /s/ John V. Winfield
------------------ ---------------------------
John V. Winfield, President,
Chairman of the Board and
Chief Executive Officer
Date: September 25, 2000 by /s/ Michael G. Zybala
------------------ ---------------------------
Michael G. Zybala,
Vice President, Secretary
and Treasurer
Date: September 25, 2000 by /s/ David Nguyen
------------------ --------------------------
David Nguyen
Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: September 25, 2000 /s/ John V. Winfield
------------------ ---------------------------------------
John V. Winfield, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Date: September 25, 2000 /s/ Jerold R. Babin
------------------ ---------------------------------------
Jerold R. Babin,
Director
Date: September 25, 2000 /s/ Josef A. Grunwald
------------------ ---------------------------------------
Josef A. Grunwald,
Director
Date: September 25, 2000 /s/ John C. Love
------------------ ---------------------------------------
John C. Love
Director
Date: September 25, 2000 /s/ William J. Nance
------------------ ---------------------------------------
William J. Nance,
Director
<PAGE> 36 of 37
