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Client: v419740_INTERGROUP CORP_10-K
Vintage
Project: v419740 Form Type: 10-K
Submission Data File
Form Type*
Contact Name
Contact Phone
Filer Accelerated Status*
Filer File Number
Filer CIK*
Filer CCC*
Filer is Shell Company*
Filer is Smaller Reporting Company
Filer is Voluntary Filer*
Filer is Well Known Seasoned Issuer*
Confirming Copy
Notify via Website only
Return Copy
SROS*
Depositor CIK
Period*
ABS Asset Class Type
ABS Sub Asset Class Type
Sponsor CIK
File Count*
Document Name 1*
Document Type 1*
Document Description 1
Document Name 2*
Document Type 2*
Document Description 2
Document Name 3*
Document Type 3*
Document Description 3
Document Name 4*
Document Type 4*
Document Description 4
Document Name 5*
Document Type 5*
Document Description 5
Document Name 6*
Document Type 6*
Document Description 6
Document Name 7*
Document Type 7*
Document Description 7
Document Name 8*
Document Type 8*
Document Description 8
Notify via Website only
E-mail 1
General Information
10-K
Chico Kim
866-683-5252
Not Applicable
0000069422 [INTERGROUP CORP] (INTERGROUP CORP)
**********
N
Yes
N
N
No
No
No
NASD
06-30-2015
(End General Information)
Document Information
8
v419740_10k.htm
10-K
Form 10-K
v419740_ex14.htm
EX-14
Exhibit 14
v419740_ex21.htm
EX-21
Exhibit 21
v419740_ex23-1.htm
EX-23.1
Exhibit 23.1
v419740_ex31-1.htm
EX-31.1
Exhibit 31.1
v419740_ex31-2.htm
EX-31.2
Exhibit 31.2
v419740_ex32-1.htm
EX-32.1
Exhibit 32.1
v419740_ex32-2.htm
EX-32.2
Exhibit 32.2
(End Document Information)
Notifications
No
chico.kim@thevintagegroup.com
(End Notifications)
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Client: v419740_INTERGROUP CORP_10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(cid:95)
(cid:133)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2015
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to_________
Commission File Number 1-10324
THE INTERGROUP CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
Incorporation or organization)
13-3293645
(I.R.S. Employer
Identification No.)
10940 Wilshire Blvd., Suite 2150, Los Angeles, California 90024
(Address of principal executive offices)(Zip Code)
(310) 889-2500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock $.01 par value
Name of each exchange on which registered
The NASDAQ Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
(cid:133) Yes (cid:95) No
(cid:133) Yes (cid:95) No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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.
(cid:95) Yes (cid:133) No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
(cid:95) Yes (cid:133) No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, 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-K
or any amendments to this Form 10-K.
(cid:95)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer (cid:133)
Non-accelerated filer (cid:133)
Accelerated filer (cid:133)
Smaller reporting company (cid:95)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):
The aggregate market value of the Common Stock, no par value, held by non-affiliates computed by reference to the closing price on December 31, 2014 (the
last business day of registrant’s most recently completed second fiscal quarter ended December 31, 2014) was $14,457,000.
(cid:133) Yes (cid:95) No
The number of shares outstanding of registrant’s Common Stock, as of August 20, 2015, was 2,390,549.
DOCUMENTS INCORPORATED BY REFERENCE: None
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TABLE OF CONTENTS
PART I
Item 1.
Business.
Item 1A.
Risk Factors.
Item 1B.
Unresolved Staff Comments.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Properties.
Legal Proceedings.
Mine Safety Disclosures.
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
Item 8.
Item 9.
Financial Statements and Supplementary Data.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A.
Controls and Procedures.
Item 10.
Directors, Executive Officers and Corporate Governance.
Item 11.
Executive Compensation.
PART III
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Item 14.
Principal Accounting Fees and Services
Item 15.
Exhibits, Financial Statement Schedules
Signatures
PART IV
2
Page
4
12
12
12
18
19
19
20
20
27
28
59
59
60
63
69
72
73
74
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation reform Act of 1995.
Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate
strictly to historical or current facts. They contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” “may,” “could,”
“might” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. From time to time we
also provide forward-looking statements in our Forms 10-Q and 8-K, Annual Reports to Shareholders, press releases and other materials we may release to the
public. Forward looking statements reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in
circumstances that may cause actual results or outcomes to differ materially from those expressed in any forward looking statement. Consequently, no forward
looking statement can be guaranteed and our actual future results may differ materially.
Factors that may cause actual results to differ materially from current expectations include, but are not limited to:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
risks associated with the lodging industry, including competition, increases in wages, labor relations, energy and fuel costs, actual and threatened
pandemics, actual and threatened terrorist attacks, and downturns in domestic and international economic and market conditions, particularly in the San
Francisco Bay area;
risks associated with the real estate industry, including changes in real estate and zoning laws or regulations, increases in real property taxes, rising
insurance premiums, costs of compliance with environmental laws and other governmental regulations;
the availability and terms of financing and capital and the general volatility of securities markets;
changes in the competitive environment in the hotel industry;
risks related to natural disasters;
litigation; and
other risk factors discussed below in this Report.
We caution you not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. We undertake no obligation to publicly
update any forward looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further
disclosures we make on related subjects on our Forms 10-K, 10-Q, and 8-K reports to the Securities and Exchange Commission.
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Item 1. Business.
GENERAL
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PART I
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The InterGroup Corporation (“InterGroup” or the “Company” and may also be referred to as “we” “us” or “our” in this report) is a Delaware corporation formed
in 1985, as the successor to Mutual Real Estate Investment Trust ("M-REIT"), a New York real estate investment trust created in 1965. The Company has been
a publicly-held company since M-REIT's first public offering of shares in 1966.
The Company was organized to buy, develop, operate, rehabilitate and dispose of real property of various types and descriptions, and to engage in such other
business and investment activities as would benefit the Company and its shareholders. The Company was founded upon, and remains committed to, social
responsibility. Such social responsibility was originally defined as providing decent and affordable housing to people without regard to race. In 1985, after
examining the impact of federal, state and local equal housing laws, the Company determined to broaden its definition of social responsibility. The Company
changed its form from a REIT to a corporation so that it could pursue a variety of investments beyond real estate and broaden its social impact to engage in any
opportunity which would offer the potential to increase shareholder value within the Company's underlying commitment to social responsibility.
As of June 30, 2015, the Company owned approximately 81.3% of the common shares of Santa Fe Financial Corporation (“Santa Fe”), a public company
(OTCBB: SFEF). Santa Fe’s revenue is primarily generated through its 68.8% owned subsidiary, Portsmouth Square, Inc. (“Portsmouth”), a public company
(OTCBB: PRSI). InterGroup also directly owns approximately 13.1% of Portsmouth. Portsmouth’s primary business is conducted through its general and
limited partnership interest in Justice Investors, a California limited partnership (“Justice” or the “Partnership”). Portsmouth has a 93% limited partnership
interest in Justice and is the sole general partner. The financial statements of Justice are consolidated with those of the Company. See Note 2 to the consolidated
financial statements.
Justice, through its subsidiaries Justice Holdings Company, LLC (“Holdings”), a Delaware limited liability Company, Justice Operating Company, LLC
(“Operating”) , a Delaware limited liability Company, and Justice Mezzanine Company, LLC (“Mezzanine”) , a Delaware limited liability Company, owns a
543-room hotel property located at 750 Kearny Street, San Francisco California, known as the Hilton San Francisco Financial District (the “Hotel”) and related
facilities including a five level underground parking garage. Holdings and Mezzanine are both wholly-owned subsidiaries of the Partnership; Operating is a
wholly-owned subsidiary of Mezzanine. Mezzanine is the mezzanine borrower under certain indebtedness of Justice, and in December 2013, the Partnership
conveyed ownership of the Hotel to Operating. See Recent Business Developments – Limited Partnership Redemption and Restructuring. The Hotel is operated
by the Partnership as a full service Hilton brand hotel pursuant to a Franchise License Agreement with HLT Franchise Holding LLC (Hilton) . Justice also has
entered into a Management Agreement with Prism Hospitality L.P. (“Prism”) to perform management functions for the Hotel. The management agreement with
Prism had an original term of ten years and can be terminated at any time with or without cause by the Partnership owner. Effective January 2014, the
management agreement with Prism was amended by the Partnership. The Owner and Manager desire to amend and restate the Existing Management Agreement
to change the nature of the services provided by Manager and its compensation, among other things. Effective December 1, 2013, GMP Management, Inc., a
company owned by a Justice limited partner and related party, also provides management services for the Partnership pursuant to a Management Services
Agreement, which is for a term of 3 years, but which can be terminated earlier by the Partnership for cause.
The parking garage that is part of the Hotel property is managed by Ace Parking Management, Inc. pursuant to a contract with the Partnership. Portsmouth also
receives management fees as a general partner of Justice for its services in overseeing and managing the Partnership’s assets. Those fees are eliminated in
consolidation.
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In addition to the operations of the Hotel, the Company also generates income from the ownership, management and, when appropriate, sale of real estate.
Properties include sixteen apartment complexes, one commercial real estate property and two single-family houses. The properties are located throughout the
United States, but are concentrated in Texas and Southern California. The Company also an investment in unimproved real property. All of the Company’s
operating real estate properties were managed by professional third party property management companies through July 2014. Beginning August 2014, the
Company began managing its properties located outside of California in-house, while the properties located in California with exception to the two commercial
properties, were being managed by a third party property management company. In August 2015, the Company terminated its third party property management
agreement for the management of the Company’s properties located in California and will manage the properties in-house going forward. The two commercial
properties are managed in-house.
The Company acquires its investments in real estate and other investments utilizing cash, securities or debt, subject to approval or guidelines of the Board of
Directors and its Real Estate Investment Committee. The Company may also look for new real estate investment opportunities in hotels, apartments, office
buildings and development properties. 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 may borrow funds to
leverage its investment capital. The amount of any such debt will depend on a number of factors including, but not limited to, the availability of financing and
the sufficiency of the acquisition property’s projected cash flows to support the operations and debt service.
The Company also derives income from the investment of its cash and investment securities assets. The Company has invested in income-producing
instruments, equity and debt securities and will consider other investments if such investments offer growth or profit potential. See Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the Company’s marketable securities and other investments.
RECENT BUSINESS DEVELOPMENTS
Limited Partnership Redemption and Restructuring
In December 2013, the Partnership determined to restructure its ownership to facilitate a refinancing of the Hotel and redeem the interests of certain Partners,
including Evon. In the course of this refinancing, restructuring and redemption, the Partnership created three subsidiaries: Justice Holdings Company, LLC
(“Holdings”), a Delaware Limited Liability Company, Justice Operating Company, LLC (“Operating”) and Justice Mezzanine Company, LLC (“Mezzanine”).
Holdings and Mezzanine are each wholly-owned subsidiaries of the Partnership; Operating is a wholly-owned subsidiary of Mezzanine. Mezzanine is the
Mezzanine borrower and in December 2013, the Partnership conveyed ownership of the Hotel to Operating.
On December 18, 2013, the Partnership completed an Offer to Redeem any and all limited partnership interests not held by Portsmouth. In addition, the
Partnership approved amendments to the Amended and Restated Agreement of Limited Partnership, which amendments became effective upon the completion
of the Offer to Redeem and the consummation of the Loan Agreements. Such amendments are described below. As a result, Portsmouth, which prior to the
Offer to Redeem owned 50% of the then outstanding limited partnership interests, now controls approximately a 93% interest in Justice and is now the
Partnership’s sole General Partner.
Pursuant to the Offer to Redeem, the Partnership accepted tenders, for cash, from Evon, and seventy-three of the Partnership’s limited partners representing
approximately 29.173% of partnership interests outstanding prior to the Offer to Redeem for $1,385,000 for each 1% tendered. On December 19, 2013, Justice
distributed the amounts due each of these former partners pursuant to the terms of the Offer to Redeem.
In addition, the Partnership accepted the election of holders of approximately 17.146% of the limited partnership interests outstanding prior to the Offer to
Redeem to participate in an alternate redemption structure. Under that alternative redemption structure, the Partnership paid to Holdings $1,385,000 for each 1%
tendered. Those partners who elected the alternative redemption structure were given an option to designate property for Holdings to purchase within 12 months
of December 18, 2013, and then require Holdings to transfer that property to the partner in redemption of that partner’s interest in the Partnership. The
governing agreement also provided for other possible methods of redeeming the interests of the partners who elected the alternate redemption structure,
respectively. During the years ended June 30, 2015 and 2014, a total of $16,163,000 and $2,928,000 was redeemed under the alternative redemption structure,
respectively. As of June 30, 2015, all limited partner interests outstanding under the Offer had been redeemed.
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The Partnership incurred approximately $6,681,000 in restructuring costs relating to the Offer to Redeem and related financing transactions, including a one-
time management fee of $1,550,000, approximately $431,000 in legal, accounting and other professional expenses, and payment of a Real Property Transfer
Tax of approximately $4.7 million to the City and County of San Francisco (“CCSF”).
In connection with the Offer to Redeem, the Partnership retired existing debt and replaced it with lower-yielding loans, the proceeds of which were used to fund
the Offer to Redeem and to provide for additional working capital for the Hotel. The Partnership incurred a loss on the extinguishment of debt of $3,910,000
which included a yield maintenance (prepayment penalty) expense of $3,808,000 and a write-off of capitalized loan costs on the refinanced debt of
approximately $102,000.
As a result of the ownership structure implemented in December 2013, the Partnership is the indirect sole owner of a 543-room hotel property located at 750
Kearny Street, San Francisco, California, now known as the Hilton San Francisco Financial District (the “Hotel”) and related facilities including a five level
underground parking garage. The Hotel is operated by Operating as a full service Hilton brand hotel pursuant to a Franchise License Agreement with HLT
Existing Franchise Holding LLC (the “Hilton”). Operating also has a Management Agreement with Prism Hospitality L.P. (“Prism”) to perform management
functions for the Hotel. The management agreement with Prism had an original term of ten years and can be terminated at any time with or without cause by the
Partnership owner. Effective January 2014, the management agreement with Prism was amended by the Partnership. Effective December 1, 2013, GMP
Management, Inc., a company owned by a Justice limited partner and related party, also provides management services for the Partnership pursuant to a
Management Services Agreement, which is for a term of 3 years, but which can be terminated earlier by the Partnership for cause.
HILTON HOTELS FRANCHISE LICENSE AGREEMENT
The Partnership entered into a Franchise License Agreement (the “License Agreement”) with the HLT Existing Franchise Holding LLC (Hilton) on November
24, 2004. The term of the License Agreement was for an initial period of 15 years commencing on the date the Hotel began operating as a Hilton hotel, with an
option to extend the License Agreement for another five years, subject to certain conditions. On June 26, 2015, the Partnership and Hilton entered into an
amended franchise agreement which extended the License Agreement through 2030, modified the monthly royalty rate, extended geographic protection to the
Partnership and also provided the Partnership certain key money cash incentives to be earned through 2030.
Since the opening of the Hotel in January 2006, the Partnership has paid monthly royalties, program fees and information technology recapture charges equal to
a percent of the Hotel’s gross room revenue for the preceding calendar month. Total fees paid to Hilton for such services during fiscal 2015 and 2014 totaled
$3.6 million and $4.1 million, respectively.
HOTEL MANAGEMENT COMPANY AGREEMENT
On February 2, 2007, the Partnership entered into a management agreement with Prism to manage and operate the Hotel as its agent. The original agreement
was effective for a term of ten years, but was amended in January 2014 as described below. Under the original management agreement, the Partnership was
required to pay Prism base management fees of up to 2.5% of gross operating revenues of the Hotel (i.e., room, food and beverage, and other operating
departments) for the fiscal year. Of that amount, 1.75% of the gross operating revenues was paid monthly. The balance or 0.75% was paid only to the extent that
the partially adjusted net operating income (net operating income less capital expenditures) for the applicable fiscal year exceeded the amount of the Hotel’s
return for the fiscal year. The base management fee was limited to 1.75% for the period ended January 31, 2014. Under the new management agreement,
effective January 2014, the required base management fees were amended by the Partnership to a fixed rate of $20,000 per month. Under the amended
management agreement, Prism can also earn an incentive fee of $11,000 for each month that the revenues per room of the Hotel exceed the average revenues
per room of a defined set of competing hotels. Base management fees and incentives paid to Prism during the years ended June 30, 2015 and 2014 were
$293,000 and $579,000, respectively.
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Effective December 1, 2013, GMP Management, Inc. (“GMP”), a company owned by a Justice limited partner and related party, also provides management
services for the Partnership pursuant to a Management Services Agreement. The management agreement with GMP has a term of 3 years, but may be
terminated earlier by the Partnership for cause. Under the agreement, GMP is required to advise the Partnership on the management and operation of the hotel;
administer the Partnership’s contracts, leases, agreements with hotel managers and franchisors and other contracts and agreements; provide administrative and
asset management services, oversee financial reporting, and maintain offices at the Hotel in order to facilitate provision of services. GMP is paid an annual base
management fee of $325,000 per year, increasing by 5% per year, payable in monthly installments, and to reimbursement for reasonable and necessary costs and
expenses incurred by GMP in performing its obligations under the agreement. During the years ended June 30, 2015 and 2014, GMP was reimbursed $736,000
and $330,000, respectively, for the salaries, benefits, and local payroll taxes for four key employees. Base management fees and payroll related reimbursements
paid to GMP during the years ended June 30, 2015 and 2014 were $1,078,000 and $519,000, respectively.
The management fees expensed for Prism and GMP during the years ended June 30, 2015 and 2014 were $1,370,000 and $1,098,000, respectively.
GARAGE OPERATIONS
On October 31, 2010, the Partnership and Ace Parking entered into an amendment of the original Parking Agreement to extend the term for a period of sixty
two (62) months, commencing on November 1, 2010 and terminating December 31, 2015, subject to either party’s right to terminate the agreement without
cause on ninety (90) days written notice. The monthly management fee of $2,000 and the accounting fee of $250 remain the same, but the amendment modified
how the Excess Profit Fee to be paid to Ace Parking would be calculated.
The amendment provides that, if net operating income (“NOI”) from the garage operations exceeds $1,800,000 but is less than $2,000,000, then Ace Parking
will be entitled to an Excess Profit Fee of one percent (1%) of the total annual NOI. If the annual NOI is $2,000,000 or higher, Ace Parking will be entitled to an
Excess Profit Fee equal to two percent (2%) of the total annual NOI. The garage’s NOI exceeded the annual NOI of $2,000,000 for the years ended June 30,
2015 and 2014. Base Management and incentive fees to Ace Parking amounted to $44,000 for each of the years ended June 30, 2015 and 2014.
CHINESE CULTURE FOUNDATION LEASE
On March 15, 2005, the Partnership entered into an amended lease with the Chinese Culture Foundation of San Francisco (the “Foundation”) for the third floor
space of the Hotel commonly known as the Chinese Cultural Center, which the Foundation had right to occupy pursuant to a 50-year nominal rent lease.
The Partnership and the Foundation entered into an amended lease that, among other things, requires the Partnership to pay to the Foundation a monthly event
space fee in the amount of $5,000, adjusted annually based on the local Consumer Price Index. The term of the amended lease expires on October 17, 2023,
with an automatic extension for another 10 year term if the property continues to be operated as a hotel. This amendment allowed Justice to incorporate the third
floor into the renovation of the Hotel resulting in a new ballroom for the joint use of the Hotel and new offices and a gallery for the Chinese Culture Center.
SALES AND REFINANCINGS OF REAL ESTATE PROPERTIES
In February 2014, the Company entered into a contract to sell its 249 unit apartment complex located in Austin, Texas and the adjacent unimproved land for
$15,800,000. The purchase/sale agreement provides that purchaser can terminate the agreement with or without cause, however, the potential purchaser would
forfeit the earnest money ($208,000) and additional consideration ($250,000) totaling $458,000. The purchaser also had the option to extend the agreement.
During the quarter ended September 30, 2014, the Company received the $458,000 and recognized it as income as the result of the potential buyer not extending
the purchase agreement. In December 2014, the Company entered into a new contract with a different buyer to sell the same property for $16,300,000. In March
2015, the Company sold this property for $16,300,000 and realized a gain on the sale of real estate of $9,358,000. The Company received net proceeds of
$7,890,000 after selling costs and the repayment of the mortgage of $6,356,000 and the early prepayment of debt penalty of $1,634,000.
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In November 2014, the Company sold its 5,900 square foot commercial property for $3,450,000 located in Los Angeles, California and realized a gain on the
sale of real estate of $1,742,000. The Company received net proceeds of $2,163,000 after selling costs and the repayment of the related mortgage of $1,100,000.
Prior to its sale, this property was being leased by the buyer.
REAL ESTATE PROPERTY MANAGEMENT
In July 2014, the Company terminated its property management agreement with the professional third party property and asset management company that
managed its properties located outside of California. Beginning August 2014, the Company began managing its five properties located outside of California in-
house, while the properties located in California are still being managed by a third party property management company, with exception to the two commercial
buildings which are also managed in-house.
In August 2015, the Company terminated its third party property management agreement for the management of the Company’s properties located in California
and will manage the properties in-house going forward.
MARKETABLE SECURITIES INVESTMENT POLICIES
In addition to its Hotel and real estate operations, the Company also invests from time to time in income producing instruments, corporate debt and equity
securities, publically traded investment funds, mortgage backed securities, securities issued by REIT’s and other companies which invest primarily in real estate.
The Company’s securities investments are made under the supervision of a Securities Investment Committee of the Board of Directors. The Committee
currently has three members and is chaired by the Company’s Chairman of the Board and President, John V. Winfield. The Committee has delegated authority
to manage the portfolio to the Company’s Chairman and President together with such assistants and management committees he may engage. The Committee
has established investment guidelines for the Company’s investments. These guidelines presently include: (i) corporate equity securities should be listed on the
New York Stock Exchange (NYSE), NYSE MKT, NYSE Arca or the Nasdaq Stock Market (NASDAQ); (ii) the issuer of the listed securities should be in
compliance with the listing standards of the respective National Securities Exchanges; and (iii) investment in a particular issuer should not exceed 10% of the
market value of the total portfolio. The investment policies do not require the Company to divest itself of investments, which initially meet these guidelines but
subsequently fail to meet one or more of the investment criteria. Non-conforming investments require the approval of the Securities Investment Committee. The
Committee has in the past approved non-conforming investments and may in the future approve non-conforming investments. The Securities Investment
Committee may modify these guidelines from time to time.
The Company may also invest, with the approval of the Securities Investment Committee, in unlisted securities, such as convertible notes, through private
placements including private equity investment funds. Those investments in non-marketable securities are carried at cost on the Company’s balance sheet as part
of other investments and reviewed for impairment on a periodic basis. As of June 30, 2015, the Company had other investments of $15,082,000.
As part of its investment strategies, the Company may 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. As of June 30, 2015, the Company had
obligations for securities sold (equities short) of $22,000.
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 and is subject to any internal investment guidelines, which may be
imposed by the Securities Investment Committee. The margin used by the Company may fluctuate depending on market conditions. The use of leverage could
be viewed as risky and the market values of the portfolio may be subject to large fluctuations. As of June 30, 2015, the Company had a margin balance of
$345,000 and incurred $600,000 and $618,000 in margin interest expense during the years ended June 30, 2015 and 2014, respectively.
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As Chairman of the Securities Investment Committee, 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 and
Chairman of Santa Fe and Portsmouth and oversees the investment activity of those companies. Depending on certain market conditions and various risk
factors, the Chief Executive Officer, his family, Santa Fe and Portsmouth 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 Portsmouth, at risk in connection with investment decisions made on behalf of the Company.
Further information with respect to investment in marketable securities and other investments of the Company is set forth in Management Discussion and
Analysis of Financial Condition and Results of Operations section and Notes 5 and 6 of the Notes to Consolidated Financial Statements.
Seasonality
Hotel’s operations historically have been seasonal. Like most hotels in the San Francisco area, the Hotel generally maintains higher occupancy and room rates
during the first and second quarters of its fiscal year (July 1 through December 31) than it does in the third and fourth quarters (January 1 through June 30).
These seasonal patterns can be expected to cause fluctuations in the quarterly revenues from the Hotel.
Competition
The hotel industry is highly competitive. Competition is based on a number of factors, most notably convenience of location, brand affiliation, price, range of
services and guest amenities or accommodations offered and quality of customer service. Competition is often specific to the individual market in which
properties are located.
San Francisco market is a very competitive market with high demand for guest rooms and meeting space. In the earlier part of fiscal 2015, the Hotel expanded
its meeting space to approximately 22,000 square feet by converting the spa on the lobby level to three additional meeting rooms. This has given the Hotel
additional flexibility to host bigger groups with break out needs. In addition to the brand new meeting rooms on the lobby level, the renovation of the 2nd floor
and brand new carpet on the 3rd floor has enabled the Hotel to attract smaller high end corporate clients. The renovation and increase in meeting space has
elevated the perception of clients in the market even though total space available is less than the comp set.
Our highest priority is guest satisfaction. We believe that enhancing the guest experience differentiates the Hotel from our competition by building the most
sustainable guest loyalty. In addition to the recent completion of “The Cloud” (technology lounge), three new premium executive meeting rooms and the
Karaoke lounge, the Hotel has enhanced the arrival experience of the guests by renovating and upgrading the entrance and the lobby. The lobby, the porte
cochere and the second floor furniture have been modernized. The carpet flooring in the lobby has been replaced by oak wood creating an open and welcoming
environment. The Wellness Center on the fifth floor features a new spa with two treatment rooms and a room for manicure and pedicure treatments. The fitness
center has also been expanded with state of the art equipment.
In order to further the client experience, the Hotel plans to renovate the fourth floor meeting space which will help modernize and attract key clientele.
Guestrooms are also being remodeled with modern shower amenities and granite countertops that will span over the next three years. And finally, the Hotel in
conjunction with the Chinese Cultural Center is developing a landscape area on the Pedestrian Bridge that connects the Hotel to Portsmouth Square. As we
continue to take steps that further develop our ties with the local Chinese community and the city of San Francisco, we are also able to promote important new
business ideas that represent good corporate citizenship.
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With the high demand in guest rooms and the ADR (average daily rate) increasing, the Hotel’s strategies of obtaining group clients have been streamlined in
order to ensure that length and pattern of stay benefits the Hotel overall. The Hotel is also focusing on high end clients with more banquet and meeting room
requirements. Moving forward, we will continue to focus on cultivating international business, especially from China, and capturing a greater percentage of the
higher rated business, leisure and group travel. We will also continue in our efforts to upgrade our guest rooms and facilities and explore new and innovative
ways to differentiate the Hotel from its competition, as well as focusing on returning our food and beverage operations to profitability. During the last twelve
months, we have seen steady improvement in business and leisure travel. If that trend in the San Francisco market and the hotel industry continues, it should
translate into an increase in room revenues and profitability. However, like all hotels, it will remain subject to the uncertain domestic and global economic
environment and other risk factors beyond our control, such as the effect of natural disasters.
The Hotel is also subject to certain operating risks common to all of the hotel industry, which could adversely impact performance. These risks include:
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Competition for guests and meetings from other hotels including competition and pricing pressure from internet wholesalers and distributors;
increases in operating costs, including wages, benefits, insurance, property taxes and energy, due to inflation and other factors, which may not be offset
in the future by increased room rates;
labor strikes, disruptions or lock outs;
dependence on demand from business and leisure travelers, which may fluctuate and is seasonal;
increases in energy costs, cost of fuel, airline fares and other expenses related to travel, which may negatively affect traveling;
terrorism, terrorism alerts and warnings, wars and other military actions, pandemics or other medical events or warnings which may result in decreases
in business and leisure travel;
natural disasters; and
adverse effects of downturns and recessionary conditions in international, national and/or local economies and market conditions.
Competition – Rental Properties
The ownership, operation and leasing of multifamily rental properties are highly competitive. The Company competes with domestic and foreign financial
institutions, other REITs, life insurance companies, pension trusts, trust funds, partnerships and individual investors. In addition, The Company competes for
tenants in markets primarily on the basis of property location, rent charged, services provided and the design and condition of improvements. The Company also
competes with other quality apartment owned by public and private companies. The number of competitive multifamily properties in a particular market could
adversely affect the Company’s ability to lease its multifamily properties, as well as the rents it is able to charge. In addition, other forms of residential
properties, including single family housing and town homes, provide housing alternatives to potential residents of quality apartment communities or potential
purchasers of for-sale condominium units. The Company competes for residents in its apartment communities based on resident service and amenity offerings
and the desirability of the Company’s locations. Resident leases at the Company’s apartment communities are priced competitively based on market conditions,
supply and demand characteristics, and the quality and resident service offerings of its communities.
Environmental Matters
In connection with the ownership of the Hotel, the Company is subject to various federal, state and local laws, ordinances and regulations relating to
environmental protection. Under these laws, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of
certain hazardous or toxic substances on, under or in such property. Such laws often impose liability without regard to whether the owner or operator knew of,
or was responsible for, the presence of hazardous or toxic substances.
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Environmental consultants retained by the Partnership or its lenders conducted updated Phase I environmental site assessments in fiscal year ended June 30,
2014 on the Hotel property. These Phase I assessments relied, in part, on Phase I environmental assessments prepared in connection with the Partnership’s first
mortgage loan obtained in December 2013. Phase I assessments are designed to evaluate the potential for environmental contamination on properties based
generally upon site inspections, facility personnel interviews, historical information and certain publicly-available databases; however, Phase I assessments will
not necessarily reveal the existence or extent of all environmental conditions, liabilities or compliance concerns at the properties.
Although the Phase I assessments and other environmental reports we have reviewed disclose certain conditions on our properties and the use of hazardous
substances in operation and maintenance activities that could pose a risk of environmental contamination or liability, we are not aware of any environmental
liability that we believe would have a material adverse effect on our business, financial position, results of operations or cash flows.
The Company believes that the Hotel and its rental properties are in compliance, in all material respects, with all federal, state and local environmental
ordinances and regulations regarding hazardous or toxic substances and other environmental matters, the violation of which could have a material adverse effect
on the Company. The Company has not received written notice from any governmental authority of any material noncompliance, liability or claim relating to
hazardous or toxic substances or other environmental matters in connection with any of its present properties.
EMPLOYEES
As of June 30, 2015, the Company had a total of 7 full-time employees in its corporate office. Effective July 2002, the Company entered into a client service
agreement with Insperity, a professional employer organization serving as an off-site, full service human resource department for its corporate office. Insperity
personnel management services are delivered by entering into a co-employment relationship with the Company’s employees. In July 2014, the Company
terminated its relationship with Insperity and entered into a client service agreement with ADP, another professional employer organization that provides similar
services. The agreement with ADP began in August 2014. The employees and the Company are not party to any collective bargaining agreement, and the
Company believes that its employee relations are satisfactory.
Employees of Justice and management of the Hotel are not unionized and the Company believes that their relationships with the Hotel are satisfactory and
consistent with the market in San Francisco.
As of June 30, 2015, the Partnership, through Operating, had approximately 312 employees. Approximately 79% of those employees were represented by one of
three labor unions, and their terms of employment were determined under a collective bargaining agreement (“CBA”) to which the Partnership was a party.
During the year ended June 30, 2014, the Partnership renewed the CBAs for the Local 2 (Hotel and Restaurant Employees), Local 856 (International
Brotherhood of Teamsters), and Local 39 (stationary engineers).
Negotiation of collective bargaining agreements, which includes not just terms and conditions of employment, but scope and coverage of employees, is a regular
and expected course of business operations for the Partnership. The Partnership expects and anticipates that the terms of conditions of CBAs will have an impact
on wage and benefit costs, operating expenses, and certain hotel operations during the life of the each CBA, and incorporates these principles into its operating
and budgetary practices.
ADDITIONAL INFORMATION
The Company files annual and quarterly reports on Forms 10-K and 10-Q, current reports on Form 8-K and other information with the Securities and Exchange
Commission (“SEC” or the “Commission”). The public may read and copy any materials that we file with the Commission at the SEC’s Public Reference Room
at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10:00 a.m. to 3:00 p.m. You may obtain information on the operation
of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission also maintains an Internet site at http://www.sec.gov that
contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission.
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Other information about the Company can be found on its website www.intgla.com. Reference in this document to that website address does not constitute
incorporation by reference of the information contained on the website.
Item 1A. Risk Factors.
Not required for smaller reporting companies.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
SAN FRANCISCO HOTEL PROPERTY
The Hotel is owned directly by the Partnership. The Hotel is centrally located near the Financial District in San Francisco, one block from the Transamerica
Pyramid. The Embarcadero Center is within walking distance and North Beach is two blocks away. Chinatown is directly across the bridge that runs from the
Hotel to Portsmouth Square Park. The Hotel is a 31-story (including parking garage), steel and concrete, A-frame building, built in 1970. The Hotel has 543
well-appointed guest rooms and luxury suites situated on 22 floors. The third floor houses the Chinese Culture Center and grand ballroom. The Hotel has
approximately 22,000 square feet of meeting room space, including the grand ballroom. Other features of the Hotel include a 5-level underground parking
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.
The Hotel is currently undergoing major guestroom renovations that will span over the next three years. The Partnership expects to expend at least 4% of gross
annual Hotel revenues each year for capital improvements and requirements. In the opinion of management, the Hotel is adequately covered by insurance.
HOTEL FINANCINGS
On December 18, 2013: (i) Justice Operating Company, LLC, a Delaware limited liability company (“Operating”), entered into a loan agreement (“Mortgage
Loan Agreement”) with Bank of America (“Mortgage Lender”); and (ii) Justice Mezzanine Company, a Delaware limited liability company (“Mezzanine”),
entered into a mezzanine loan agreement (“Mezzanine Loan Agreement” and, together with the Mortgage Loan Agreement, the “Loan Agreements”) with ISBI
San Francisco Mezz Lender LLC (“Mezzanine Lender” and, together with Mortgage Lender, the “Lenders”). The Partnership is the sole member of Mezzanine,
and Mezzanine is the sole member of Operating.
The Loan Agreements provide for a $97,000,000 Mortgage Loan and a $20,000,000 Mezzanine Loan. The proceeds of the Loan Agreements were used to fund
the redemption of limited partnership interests described above and the pay-off of the prior mortgage.
The Mortgage Loan is secured by the Partnership’s principal asset, the Hilton San Francisco-Financial District (the “Property”). The Mortgage Loan bears an
interest rate of 5.28% per annum and matures in January 2024. The term of the loan is 10 years with interest only due in the first three years and principle and
interest on the remaining seven years of the loan based on a thirty year amortization schedule. The Mortgage Loan also requires payments for impounds related
to property tax, insurance and capital improvement reserves. As additional security for the Mortgage Loan, there is a limited guaranty (“Mortgage Guaranty”)
executed by the Company in favor of Mortgage Lender.
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The Mezzanine Loan is a secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. The Mezzanine Loan
bears interest at 9.75% per annum and matures on January 1, 2024. Interest only, payments are due monthly. As additional security for the Mezzanine Loan,
there is a limited guaranty executed by the Company in favor of Mezzanine Lender (the “Mezzanine Guaranty” and, together with the Mortgage Guaranty, the
“Guaranties”).
The Guaranties are limited to what are commonly referred to as “bad boy” acts, including: (i) fraud or intentional misrepresentations; (ii) gross negligence or
willful misconduct; (iii) misapplication or misappropriation of rents, security deposits, insurance or condemnation proceeds; and (iv) failure to pay taxes or
insurance. The Guaranties will be full recourse guaranties under identified circumstances, including failure to maintain “single purpose” status which is a factor
in a consolidation of Operating or Mezzanine in a bankruptcy of another person, transfer or encumbrance of the Property in violation of the applicable loan
documents, Operating or Mezzanine incurring debts that are not permitted, and the Property becoming subject to a bankruptcy proceeding. Pursuant to the
Guaranties, the Partnership is required to maintain a certain minimum net worth and liquidity. As of June 30, 2015 and 2014, the Partnership is in compliance
with both requirements.
Each of the Loan Agreements contains customary representations and warranties, events of default, reporting requirements, affirmative covenants and negative
covenants, which impose restrictions on, among other things, organizational changes of the respective borrower, operations of the Property, agreements with
affiliates and third parties. Each of the Loan Agreements also provides for mandatory prepayments under certain circumstances (including casualty or
condemnation events) and voluntary prepayments, subject to satisfaction of prescribed conditions set forth in the Loan Agreements.
On July 2, 2014, the Partnership obtained from the Intergroup Corporation (related party) an unsecured loan in the principal amount of $4,250,000 at 12% per
year fixed interest, with a term of 2 years, payable interest only each month. Intergroup received a 3% loan fee. The loan may be prepaid at any time without
penalty. The proceeds of the loan were applied to the July 2014 payments to Holdings described in Note 2. The note and related interest income were eliminated
in consolidation.
RENTAL PROPERTIES
As June 30, 2015, the Company's investment in real estate consisted of twenty properties located throughout the United States, with a concentration in Texas
and Southern California. These properties include sixteen apartment complexes, two single-family houses as strategic investments and one commercial real
estate property. All properties are operating properties. In addition to the properties, the Company owns approximately 2 acres of unimproved land in Maui,
Hawaii.
MANAGEMENT OF RENTAL PROPERTIES
The Company may engage third party management companies as agents to manage certain of Company’s residential rental properties.
Effective June 17, 2013, InterGroup entered into an unrelated third party Property Management Agreement with R & K Interests, Inc., doing business as
Investors' Property Services (“IPS”) to provide property management services for all of the Company's rental properties located outside the state of California .
The properties subject to the agreement are the Company's apartment complexes located in Las Colinas TX, Austin TX, St. Louis MO, Parsippany NJ and
Florence KY. Subject to its other terms and conditions, the agreement is for consecutive one (1) year renewable terms but may be terminated by the parties upon
thirty (30) days advance written notice. The agreement provides for compensation to IPS of 2.8% of the gross income from operations of the properties (as
defined) as a property management fee and certain other fees as set forth in the agreement for any additional services.
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Effective July 1, 2013, InterGroup also entered into an Asset Management Agreement with Delta Alliance Capital Management, LLC, to provide asset
management services covering all of the Company's rental properties and its two commercial buildings. Delta Alliance is a related firm to IPS. Delta Alliance
was formed to acquire commercial real estate holdings and assist and advise clients in monitoring the operations of similar real estate holdings. Subject to its
other terms and conditions, the agreement is for consecutive one (1) year renewable terms but may be terminated by the parties upon thirty (30) days advance
written notice. The agreement provides for compensation to Delta Alliance of 0.5% of the gross income from operations of all the properties as an asset
management fee.
In July 2014, both agreements with IPS and Delta Alliance were terminated and the Company brought the management of the properties located outside of
California back in-house. During the year ended June 30, 2015 and 2014, total management fees paid to these two firms totaled $381,000 and $33,000,
respectively.
Effective August 1, 2005, the Company entered into a Management Agreement with Century West Properties, Inc. (“Century West”) to act as an agent of the
Company to rent and manage all of the Company’s residential rental properties in the Los Angeles, California area. The Management Agreement with Century
West was for an original term of twelve months ending on July 31, 2006 and continues on a month-to-month basis, until terminated upon 30 days prior written
notice. The Management Agreement provides for a monthly fee equal to 4% of the monthly gross receipts from the properties with resident managers and a fee
of 4 1/2% of monthly gross receipts for properties without resident managers. During the years ended June 30, 2015 and 2014, the management fees were
$200,000 and $159,000, respectively. In August 2015, the Company terminated its third party property management agreement with Century West and will
manage the properties in-house going forward.
In the opinion of management, each of the properties is adequately covered by insurance. None of the properties are subject to foreclosure proceedings or
litigation, other than such litigation incurred in the normal course of business. The Company's residential rental property leases are short-term leases, with no
lease extending beyond one year.
Description of Properties
Las Colinas, Texas. The Las Colinas property is a water front apartment community along Beaver Creek that was developed in 1993 with 358 units on
approximately 15.6 acres of land. The Company acquired the complex on April 30, 2004 for approximately $27,145,000. Depreciation is recorded on the
straight-line method, based upon an estimated useful life of 27.5 years. Real estate property taxes for the year ended June 30, 2015 were approximately
$694,000. The outstanding mortgage balance was approximately $18,600,000 at June 30, 2015 and the maturity date of the mortgage is December 1, 2022.
Morris County, New Jersey. The Morris County property is a two-story garden apartment complex that was completed in June 1964 with 151 units on
approximately 8 acres of land. The Company acquired the complex on September 15, 1967 at an initial cost of approximately $1,600,000. Real estate property
taxes for the year ended June 30, 2015 were approximately $222,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life
of 40 years. The outstanding mortgage balance was approximately $9,992,000 at June 30, 2015 and the maturity date of the mortgage is July 31, 2022. In June
2014, the Company obtained a second mortgage on this property in the amount of $2,701,000. The term of the loan is approximately 8 years with the interest
rate fixed at 4.51%. The loan matures in August 2022.
St. Louis, Missouri. The St. Louis property is a two-story project with 264 units on approximately 17.5 acres. The Company acquired the complex on
November 1, 1968 at an initial cost of $2,328,000. For the year ended June 30, 2015, real estate property taxes were approximately $165,000. Depreciation is
recorded on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $5,837,000 at June
30, 2015 and the maturity date of the mortgage is May 31, 2023.
Florence, Kentucky. The Florence property is a three-story apartment complex with 157 units on approximately 6.0 acres. The Company acquired the property
on December 20, 1972 at an initial cost of approximately $1,995,000. For the year ended June 30, 2015, real estate property taxes were approximately $45,000.
Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years. In March 2015, the Company refinanced the $3,636,000
mortgage note payable for a new mortgage in the amount of $3,492,000. The Company paid down approximately $210,000 of the old mortgage as part of the
refinancing. The new mortgage has a fixed interest rate of 3.87% for ten years and matures in April 2025. The outstanding mortgage balance was approximately
$3,482,000 at June 30, 2015.
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Austin, Texas. The Austin property is a two-story project with 249 units on approximately 7.8 acres. The Company acquired the complex with 190 units on
November 18, 1999 for $4,150,000. The Company also acquired an adjacent complex with 59 units on January 8, 2002 for $1,681,000. For the year ended June
30, 2015, real estate taxes were approximately $203,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40 years.
The Company also owns approximately 4.1 acres of unimproved land and a single family house adjacent to this property. In March 2015, the Company sold this
property and the unimproved land for $16,300,000 and realized a gain on the sale of real estate of $9,358,000. The Company received net proceeds of
$7,890,000 after selling costs and the repayment of the mortgage of $6,356,000 and the early prepayment of debt penalty of $1,634,000.
Los Angeles, California. The Company owns two commercial properties, twelve apartment complexes, and two single-family houses in the general area of
West Los Angeles.
The first Los Angeles commercial property is a 5,500 square foot, two story building that served as the Company's corporate offices until it was leased out,
effective October 1, 2009 and the Company leased a new space for its corporate office. The Company acquired the building on March 4, 1999 for $1,876,000.
The property taxes for the year ended June 30, 2015 were approximately $32,000. Depreciation is recorded on the straight-line method, based upon an estimated
useful life of 40 years. The outstanding mortgage balance was approximately $950,000 at June 30, 2015 and the note matures in January 2016.
The second Los Angeles commercial property is a 5,900 square foot commercial building. The Company acquired the building on September 15, 2000 for
$1,758,000. The property taxes for the year ended June 30, 2015 were approximately $14,000. Depreciation is recorded on the straight-line method, based upon
an estimated useful life of 40 years. In November 2014, the Company sold this property for $3,450,000 and realized a gain on the sale of real estate of
$1,742,000. The Company received net proceeds of $2,163,000 after selling costs and the repayment of the related mortgage of $1,100,000. Prior to its sale, this
property was being leased by the buyer.
The first Los Angeles apartment complex is a 10,600 square foot two-story apartment with 12 units. The Company acquired the property on July 30, 1999 at an
initial cost of approximately $1,305,000. For the year ended June 30,
2013, real estate property taxes were approximately $21,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 40
years. The outstanding mortgage balance was approximately $1,969,000 at June 30, 2015 and the maturity date of the mortgage is January 1, 2022.
The second Los Angeles apartment complex is a 29,000 square foot three-story apartment with 27 units. This complex is held by Intergroup Woodland Village,
Inc. ("Woodland Village"), which is 55.4% and 44.6% owned by Santa Fe and the Company, respectively. The property was acquired on September 29, 1999 at
an initial cost of approximately $4,075,000. For the year ended June 30, 2015, real estate property taxes were approximately $62,000. Depreciation is recorded
on the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $3,029,000 at June 30, 2015
and the maturity date of the mortgage is December 1, 2020.
The third Los Angeles apartment complex is a 12,700 square foot apartment with 14 units. The Company acquired the property on October 20, 1999 at an initial
cost of approximately $2,150,000. For the year ended June 30, 2015, real estate property taxes were approximately $35,000. Depreciation is recorded on the
straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $1,754,000 at June 30, 2015 and the
maturity date of the mortgage is March 1, 2021.
The fourth Los Angeles apartment complex is a 10,500 square foot apartment with 9 units. The Company acquired the property on November 10, 1999 at an
initial cost of approximately $1,675,000. For the year ended June 30, 2015, real estate property taxes were approximately $27,000. Depreciation is recorded on
the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $1,195,000 at June 30, 2015 and
the maturity date of the mortgage is March 1, 2021.
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The fifth Los Angeles apartment complex is a 26,100 square foot two-story apartment with 31 units. The Company acquired the property on May 26, 2000 at an
initial cost of approximately $7,500,000. For the year ended June 30, 2015, real estate property taxes were approximately $108,000. Depreciation is recorded on
the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $5,376,000 at June 30, 2015 and
the maturity date of the mortgage is December 1, 2020.
The sixth Los Angeles apartment complex is a 27,600 square foot two-story apartment with 30 units. The Company acquired the property on July 7, 2000 at an
initial cost of approximately $4,411,000. For the year ended June 30, 2015, real estate property taxes were approximately $69,000. Depreciation is recorded on
the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $6,287,000 at June 30, 2015 and
the maturity date of the mortgage is September 1, 2022.
The seventh Los Angeles apartment complex is a 3,000 square foot apartment with 4 units. The Company acquired the property on July 19, 2000 at an initial
cost of approximately $1,070,000. For the year ended June 30, 2015, real estate property taxes were approximately $16,000. Depreciation is recorded on the
straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $377,000 at June 30, 2015 and the
maturity date of the mortgage is September 1, 2042.
The eighth Los Angeles apartment complex is a 4,500 square foot two-story apartment with 4 units. The Company acquired the property on July 28, 2000 at an
initial cost of approximately $1,005,000. For the year ended June 30, 2015, real estate property taxes were approximately $15,000. Depreciation is recorded on
the straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $638,000 at June 30, 2015 and
the maturity date of the mortgage is September 1, 2042.
The ninth Los Angeles apartment complex is a 7,500 square foot apartment with 7 units. The Company acquired the property on August 9, 2000 at an initial
cost of approximately $1,308,000. For the year ended June 30, 2015, real estate property taxes were approximately $21,000. Depreciation is recorded on the
straight-line method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $931,000 at June 30, 2015 and the
maturity date of the mortgage is September 1, 2042.
The tenth Los Angeles apartment complex is a 13,000 square foot two-story apartment with 8 units. The Company acquired the property on May 1, 2001 at an
initial cost of approximately $1,206,000. For the year ended June 30, 2015, real estate property taxes were approximately $19,000. Depreciation is recorded on
the straight-line method, based upon an estimated useful life of 40 years. In July 2013, the Company refinanced its $466,000 adjustable rate mortgage note
payable on this property for a new 30-year mortgage in the amount of $500,000. The interest rate on the new loan is fixed at 3.75% per annum for the first five
years and variable for the remaining of the term. The note matures in July 2043. The outstanding mortgage balance was approximately $482,000 at June 30,
2015.
The eleventh Los Angeles apartment complex, which is owned 100% by the Company’s subsidiary Santa Fe, is a 4,200 square foot two-story apartment with 2
units. Santa Fe acquired the property on February 1, 2002 at an initial cost of approximately $785,000. For the year ended June 30, 2015, real estate property
taxes were approximately $12,000. Depreciation is recorded on the straight-line method based upon an estimated useful Life of 40 years. The outstanding
mortgage balance was approximately $381,000 at June 30, 2015 and the maturity date of the mortgage is September 1, 2042.
The twelfth apartment which is located in Marina del Rey, California, is a 6,316 square foot two-story apartment with 9 units. The Company acquired the
property on April 29, 2011 at an initial cost of approximately $4,000,000. For the year ended June 30, 2015, real estate property taxes were approximately
$52,000. Depreciation is recorded on the straight-line method, based upon an estimated useful life of 27.5 years. The outstanding mortgage balance was
approximately $1,404,000 at June 30, 2015 and the maturity date of the mortgage is May 1, 2021.
The first Los Angeles single-family house is a 2,771 square foot home. The Company acquired the property on November 9, 2000 at an initial cost of
approximately $660,000. For the year ended June 30, 2015, real estate property taxes were approximately $10,000. Depreciation is recorded on the straight-line
method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $410,000 at June 30, 2015 and the maturity date
of the mortgage is September 1, 2042.
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The second Los Angeles single-family house is a 2,201 square foot home. The Company acquired the property on August 22, 2003 at an initial cost of
approximately $700,000. For the year ended June 30, 2015, real estate property taxes were approximately $12,000. Depreciation is recorded on the straight-line
method, based upon an estimated useful life of 40 years. The outstanding mortgage balance was approximately $438,000 at June 30, 2015 and the maturity date
of the mortgage is September 1, 2042.
In August 2004, the Company purchased an approximately two acre parcel of unimproved land in Kihei, Maui, Hawaii for $1,467,000. The Company intends to
obtain the entitlements and permits necessary for the joint development of the parcel with an adjoining landowner into residential units. After the completion of
this predevelopment phase, the Company will determine whether it more advantageous to sell the entitled property or to commence with construction. Due to
current economic conditions, the project is on hold.
MORTGAGES
Further information with respect to mortgage notes payable of the Company is set forth in Note 10 of the Notes to Consolidated Financial Statements.
ECONOMIC AND PHYSICAL OCCUPANCY RATES
The Company leases units in its residential rental properties on a short-term basis, with no lease extending beyond one year. The economic occupancy (gross
potential less rent below market, vacancy loss, bad debt, discounts and concessions divided by gross potential rent) and the physical occupancy (gross potential
rent less vacancy loss divided by gross potential rent) for each of the Company's operating properties for fiscal year ended June 30, 2015 are provided below.
Property
1. Las Colinas,TX
2. Morris County, NJ
3. St. Louis, MO
4. Florence, KY
5. Los Angeles, CA (1)
6. Los Angeles, CA (2)
7. Los Angeles, CA (3)
8. Los Angeles, CA (4)
9. Los Angeles, CA (5)
10. Los Angeles, CA (6)
11. Los Angeles, CA (7)
12. Los Angeles, CA (8)
13. Los Angeles, CA (9)
14. Los Angeles, CA (10)
15. Los Angeles, CA (11)
16. Marina del Rey, CA (12)
Economic
Occupancy
Physical
Occupancy
83%
93%
90%
86%
86%
73%
99%
94%
75%
88%
92%
85%
96%
95%
94%
89%
95%
99%
95%
93%
99%
94%
99%
96%
94%
88%
94%
85%
100%
95%
94%
99%
The Company’s Los Angeles, California properties are subject to various rent control laws, ordinances and regulations which impact the Company’s ability to
adjust and achieve higher rental rates.
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Item 3. Legal Proceedings.
In 2013, the City of San Francisco’s Tax Collector’s office claimed that Justice owed the City of San Francisco $2.1 million based on the Tax Collector’s
interpretation of the San Francisco Business and Tax Regulations Code relating to Transient Occupancy Tax and Tourist Improvement District Assessment.
This amount exceeds Justice’s estimate of the taxes owed, and Justice has disputed the claim and is seeking to discharge all penalties and interest charges
imposed by the Tax Collector attributed to its over payment. The Company paid the full amount in March 2014 as part of the appeals process but is reflecting an
amount on the balance sheet in “Other assets, net” as it is currently under protest.
Several legal matters are pending relating to the redemption transaction described in Note 2. On December 18, 2013, a Real Property Transfer Tax of
approximately $4.7 million was paid to the City and County of San Francisco (“CCSF”). CCSF required payment of the Transfer Tax as a condition to record
the transfer of the Hotel land parcel from Investors to Operating, which was necessary to effect the Loan Agreements. While the Partnership contends the
Transfer Tax that was assessed by CCSF was illegal and erroneous, the tax was paid, under protest, to facilitate the consummation of the redemption
transaction, the Loan Agreements and the recording of related documents. The Partnership has challenged CCSF’s imposition of the tax and filed a refund
lawsuit against CCSF in San Francisco County Superior Court. No prediction can be made as to whether any portion of the tax will be refunded.
On February 13, 2014, Evon filed a complaint in San Francisco Superior Court against the Partnership, Portsmouth, and a limited partner and related party
asserting contract and tort claims based on Justice’s withholding of $4.7 million from a payment due to Holdings to pay the transfer tax described above. On
April 1, 2014, the defendants in the action removed the action to the United States District Court for the Northern District of California. Evon dismissed its
complaint on April 8, 2014 and, that same day, filed a second complaint in San Francisco Superior Court substantially similar to the dismissed complaint,
except for the omission of a federal cause of action. Evon’s current complaint in the action asserts causes of action for breach of contract and breach of the
implied covenant of good faith and fair dealing against Justice only; breach of fiduciary duty against Portsmouth only; conversion against Justice and
Portsmouth; and fraud/ and concealment against Justice, Portsmouth and a Justice limited partner and related party. In July 2014, Justice paid to Holdings a total
of $4.7 million, the amount Evon claims was incorrectly withheld from Holdings to pay the transfer tax described above. Defendants moved to compel
arbitration on August 5, 2014, and the Superior Court denied that motion on September 23, 2014. Defendants have appealed the order denying the motion to
compel arbitration. The parties have been engaged in settlement discussions, and have agreed to postpone activity in both the Superior Court and the Court of
Appeal while they attempt settlement. To date, the courts have been amenable to continuing all pending dates. The parties have not yet reached a final
settlement. No prediction can be given as to the ultimate outcome of this matter.
On April 21, 2014, the Partnership commenced an arbitration action against Glaser Weil Fink Howard Avchen & Shapiro, LLP (formerly known as Glaser Weil
Fink Jacobs Howard Avchen & Shapiro, LLP), Brett J. Cohen, Gary N. Jacobs, Janet S. McCloud, Paul B. Salvaty, and Joseph K. Fletcher III (collectively, the
“Respondents”) in connection with the redemption transaction. The arbitration alleges legal malpractice against the Respondents and also seeks declaratory
relief regarding provisions of the option agreement in the redemption transaction and regarding the engagement letter with Respondents. The arbitration is
pending before JAMS, Inc. in Los Angeles, but has been stayed pending conclusion of the action filed by Evon described above. No prediction can be given as
to the outcome of this matter.
On June 27, 2014, the Partnership commenced an action in San Francisco Superior Court against Evon, Holdings, and those partners who elected the alternative
redemption structure. The action seeks a declaration of the correct interpretation of (i) the special allocations sections of the Amended and Restated Agreement
of Limited Partnership of Justice, with an effective date of January 1, 2013; and (ii) whether certain partners who elected the alternative redemption structure
breached the governing Limited Partnership Interest Redemption Option Agreement. The complaint states that these declarations are relevant to preparation of
the Partnership’s 2013 and 2014 state and federal tax returns and the associated Forms K-1 to be issued to affected current and former partners. The Partnership
filed a First Amended Complaint on October 31, 2014. Evon filed a cross-complaint on December 9, 2014, alleging fraudulent concealment and promissory
fraud against the Partnership in connection with the redemption transaction. The Partnership demurred to the cross-complaint, and that demurrer is still pending
in the Superior Court. The parties have been engaged in settlement discussions, and have agreed to postpone activity in this case while they attempt settlement.
To date, the court has been amenable to continuing all pending dates. The parties have not yet reached a final settlement. No prediction can be given as to the
outcome of this matter.
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On March 20, 2015, the Partnership and Operating filed a case in the Supreme Court of the State of New York entitled Justice Investors and Justice Operating
Company, LLC v. Hilton Franchise LLC (the “Action”). On June 26, 2015, Operating and Hilton entered into a Settlement Agreement and Release (the
“Agreement”) to settle and release all claims arising out of or in connection with the Action. Under the terms of the Agreement, Hilton and Operating agreed to
amend the existing License Agreement (described above) between the Partnership and Hilton by extending it for 15 years, and for Hilton to pay to Operating
key money. Operating executed a self-exhausting, interest-free promissory note in favor of HLT Existing Franchise Holding LLC in the amount of the key
money, which provides that the key money is to be amortized, on a straight-line basis, over the 15 year term of the amended, extended Franchise Agreement.
Upon the Effective Date of the Agreement, Justice dismissed the Action.
The Partnership has not yet filed its 2014 federal and state partnership income tax returns. The outcome of the Declaratory Relief action pending in San
Francisco Superior Court will likely impact the filing of the 2014 tax returns, and the Partnership is working to resolve these issues.
The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against
any such claims. Management does not believe that the impact of such matters will have a material effect on the financial conditions or result of operations
when resolved.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Market for Common Equity and Related Stockholder Matters.
MARKET INFORMATION
PART II
The Company's Common Stock is listed and trades on the NASDAQ Capital Market tier of the NASDAQ Stock Market, LLC under the symbol: “INTG”. The
following table sets forth the high and low sales prices for the Company’s common stock for each quarter of the last two fiscal years ended June 30, 2015 and
2014 as reported by NASDAQ.
Fiscal 2015
High
Low
First Quarter (7/ 1 to 9/30)
Second Quarter (10/1 to 12/31)
Third Quarter (1/1 to 3/31)
Fourth Quarter (4/1 to 6/30)
First Quarter (7/ 1 to 9/30)
Second Quarter (10/1 to 12/31)
Third Quarter (1/1 to 3/31)
Fourth Quarter (4/1 to 6/30)
Fiscal 2014
$
$
$
$
$
$
$
$
High
20.50
19.41
21.25
21.86
21.01
20.04
19.43
19.49
$
$
$
$
$
$
$
$
Low
19.01
17.45
17.50
18.68
18.02
18.30
18.31
17.18
As of August 20, 2015, the approximate number of holders of record of the Company’s Common Stock was 280. Such number of 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 names of various
brokers, clearing agencies or other nominees.
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DIVIDENDS
The Company has not declared any cash dividends on its common stock and does not foresee issuing cash dividends in the near future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
This information appears in Part III, Item 12 of this report.
ISSUER PURCHASES OF EQUITY SECURITIES
The Company did not have any purchases of its common stock for its own account, during the fourth quarter of its fiscal year ending June 30, 2015:
The Company has only one stock repurchase program. The program was initially announced on January 13, 1998 and was amended on February 10, 2003,
October 12, 2004 and June 3, 2009. The total number of shares authorized to be repurchased pursuant to those prior authorizations was 995,000, adjusted for
stock splits. On November 15, 2012, the Board of Directors authorized the Company to purchase up to an additional 100,000 shares of Company’s common
stock. As of June, 30, 2015, that total amount of shares authorized for repurchase is approximately 95,000. The purchases will be made, in the discretion of
management, from time to time, in the open market or through privately negotiated third party transactions depending on market conditions and other factors.
The Company’s repurchase program has no expiration date and can be amended and increased, from time to time, in the discretion of the Board of Directors. No
plan or program expired during the period covered by the table.
Item 6. Selected Financial Data.
Not required for smaller reporting companies.
Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations.
RESULTS OF OPERATIONS
As of June 30, 2015, the Company owned approximately 81.3% of the common shares of its subsidiary, Santa Fe and Santa Fe owned approximately 68.8% of
the common shares of Portsmouth Square, Inc. InterGroup also directly owns approximately 13.1% of the common shares of Portsmouth. The Company's
principal sources of revenue continue to be derived from the general and limited partnership interests of its subsidiary, Portsmouth, in the Justice Investors
limited partnership (“Justice” or the “Partnership”), rental income from its investments in multi-family real estate properties and income received from
investment of its cash and securities assets. Justice owns a 543 room hotel property located at 750 Kearny Street, San Francisco, California 94108, known as the
“Hilton San Francisco Financial District” (the “Hotel”) and related facilities, including a five-level underground parking garage. The financial statements of
Justice have been consolidated with those of the Company.
The Hotel is operated by the Partnership as a full service Hilton brand hotel pursuant to a Franchise License Agreement with HLT Franchise Holding LLC
(Hilton). The Partnership entered into a Franchise License agreement with the HLT Franchise Holding LLC (Hilton) on December 10, 2004. The term of the
License agreement was for an initial period of 15 years commencing on the opening date, with an option to extend the license agreement for another five years,
subject to certain conditions. On June 26, 2015, the Partnership and Hilton entered into an amended franchise agreement which extended the franchise
agreement through 2030, modified the monthly royalty rate, extended geographic protection to the Partnership and also provided the Partnership certain key
money cash incentives to be earned through 2030. The key money cash incentives were received on July 1, 2015 and are included in accounts receivable at June
30, 2015.
Justice also has a Management Agreement with Prism Hospitality L.P. (“Prism”) to perform management functions for the Hotel. The management agreement
with Prism had an original term of ten years and can be terminated at any time with or without cause by the Partnership owner. Effective January 2014, the
management agreement with Prism was amended by the Partnership. Effective December 1, 2013, GMP Management, Inc., a company owned by a Justice
limited partner and related party, also provides management services for the Partnership pursuant to a Management Services Agreement, which is for a term of 3
years, but which can be terminated earlier by the Partnership for cause.
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The parking garage that is part of the Hotel property is managed by Ace Parking pursuant to a contract with the Partnership. Portsmouth also receives
management fees as a general partner of Justice for its services in overseeing and managing the Partnership’s assets. Those fees are eliminated in consolidation.
In addition to the operations of the Hotel, the Company also generates income from the ownership and management of real estate. Properties include sixteen
apartment complexes, one commercial real estate property, and two single-family houses as strategic investments. The properties are located throughout the
United States, but are concentrated in Texas and Southern California. The Company also has an investment in unimproved real property.
All of the Company’s operating real estate properties with exception of the two commercial properties were managed by professional third party property
management companies. In July 2014, the Company terminated its property and asset management agreements with the professional third party property
management company that managed its properties located outside of California. Beginning August 2014, the Company began managing its five properties
located outside of California in-house, while the properties located in California are still being managed by a third party property management company, with
exception to the two commercial buildings which are also managed in-house. In August 2015, the Company terminated its third party property management
agreement with Century West and will manage the properties in-house going forward.
The Company acquires its investments in real estate and other investments utilizing cash, securities or debt, subject to approval or guidelines of the Board of
Directors. The Company also invests in income-producing instruments, equity and debt securities and will consider other investments if such investments offer
growth or profit potential.
Fiscal Year Ended June 30, 2015 Compared to Fiscal Year Ended June 30, 2014
The Company had net income of $2,057,000 for the year ended June 30, 2015 compared to a net loss of $6,748,000 for the year ended June 30, 2014. The net
income is primarily the result of the significant gain on the sale of real estate during the current year and to all of the costs associated with the redemption of the
limited partners of Justice that occurred in the year ended June 30, 2014, partially offset by higher mortgage interest expense and losses from the Company’s
investment activities during the current year.
The Company had net loss from Hotel operations of $388,000 for the year ended June 30, 2015 compared to net loss of $10,664,000 for the year ended June 30,
2014. The decrease in the net loss as noted above was primarily attributable to all of the costs associated with the redemption of the limited partners of Justice
that occurred in the year ended June 30, 2014. Although revenues from the Hotel increased during the current period, the increase was offset by higher operating
expenses, mortgage interest expense and legal expense related to the current litigation.
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The following table sets forth a more detailed presentation of Hotel operations for the years ended June 30, 2015 and 2014.
For the year ended June 30,
Hotel revenues:
Hotel rooms
Food and beverage
Garage
Other operating departments
Total hotel revenues
Operating expenses, excluding non-recurring charges, depreciation and amortization
Operating income before non-recurring charges, interest and depreciation and amortization
Hotel restructuring costs
Hotel occupancy tax - penalty fees
Income before loss on extinguishment of debt, loss on disposal of assets , interest, depreciation and amortization
Loss on extinguishment of debt
Loss on disposal of assets
Interest expense - mortgage
Interest expense - occupancy tax
Depreciation and amortization expense
$
2015
2014
$
45,351,000
7,577,000
2,802,000
1,081,000
56,811,000
(47,016,000)
9,795,000
-
-
9,795,000
-
(47,000)
(7,234,000)
-
(2,902,000)
41,502,000
5,862,000
2,893,000
706,000
50,963,000
(40,805,000)
10,158,000
(6,681,000)
(1,278,000)
2,199,000
(3,910,000)
(1,092,000)
(4,960,000)
(328,000)
(2,573,000)
Net loss from Hotel operations
$
(388,000) $
(10,664,000)
For the year ended June 30, 2015, the Hotel generated operating income of $9,795,000 before non-recurring charges and interest and depreciation and
amortization on total operating revenues of $56,811,000 compared to operating income of $10,158,000 before non-recurring charges and interest and
depreciation and amortization on total operating revenues of $50,963,000 for the year ended June 30, 2014. Room revenues increased by $3,849,000 for the year
ended June 30, 2015 compared to the year ended June 30, 2014 primarily as the result of higher room rates and increased occupancy from business groups. Food
and beverage revenue increased by $1,715,000 as result of increase in group stays during the current year.
Operating expenses increased by $6,211,000 compared to the prior year primarily due to higher legal fees and higher operating expenses which include
employee related expenses, room occupancy related expenses and food and beverage related expenses, franchise and credit card fees as the result in the increase
in revenues and higher property taxes as the result of the redemption the limited partners and the refinancing of the Hotel. Legal expenses increased as the result
of the current litigation.
Mortgage interest increased as the result of having one full year of interest expense on the new mortgage loans versus only six months in the prior year.
The following table sets forth the average daily room rate, average occupancy percentage and room revenue per available room (“RevPAR”) of the Hotel for the
year ended June 30, 2015 and 2014.
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For the Year
Ended June 30,
2015
2014
Average
Daily Rate
Average
Occupancy %
RevPAR
$
$
246
229
93% $
92% $
229
209
Room revenues remained strong as the San Francisco market continued to have good demand for higher rated business. The Hotel’s average daily rate increased
by $17 for the year ended June 30, 2015 compared to the year ended June 30, 2014, while occupancy percentages increased to 93% from 92%. As a result, the
Hotel was able to achieve a RevPAR number that was $20 higher than the prior year.
Our highest priority is guest satisfaction. We believe that enhancing the guest experience differentiates the Hotel from our competition by building the most
sustainable guest loyalty. In addition to the recent completion of “The Cloud” (technology lounge), three new premium executive meeting rooms and the
Karaoke lounge, the Hotel has enhanced the arrival experience of the guests by renovating and upgrading the entrance and the lobby. The lobby, the porte
cochere and the second floor furniture have been modernized. The carpet flooring in the lobby has been replaced by oak wood creating an open and welcoming
environment. The Wellness Center on the fifth floor features a new spa with two treatment rooms and a room for manicure and pedicure treatments. The fitness
center has also been expanded with state of the art equipment.
In order to further the client experience, the Hotel plans to renovate the fourth floor meeting space which will help modernize and attract key clientele.
Additionally, we have installed new carpet on the third floor including the ballroom. Guestrooms are also being remodeled with modern shower amenities and
granite countertops that will span over the next three years. And finally, the Hotel in conjunction with the Chinese Cultural Center is developing a landscape
area on the Pedestrian Bridge that connects the Hotel to Portsmouth Square. As we continue to take steps that further develop our ties with the local Chinese
community and the city of San Francisco, we are also able to promote important new business ideas that represent good corporate citizenship.
With the high demand in guest rooms and the ADR increasing, the Hotel’s strategies of obtaining group clients have been streamlined in order to ensure that
length and pattern of stay benefits the Hotel overall. The Hotel is also focusing on high end clients with more banquet and meeting room requirements. Moving
forward, we will continue to focus on cultivating international business, especially from China, and capturing a greater percentage of the higher rated business,
leisure and group travel. We will also continue in our efforts to upgrade our guest rooms and facilities and explore new and innovative ways to differentiate the
Hotel from its competition, as well as focusing on returning our food and beverage operations to profitability. During the last twelve months, we have seen
steady improvement in business and leisure travel. If that trend in the San Francisco market and the hotel industry continues, it should translate into an increase
in room revenues and profitability. However, like all hotels, it will remain subject to the uncertain domestic and global economic environment and other risk
factors beyond our control, such as the effect of natural disasters.
Revenue from real estate operations decreased to $15,926,000 for the year ended June 30, 2015 from $16,332,000 for the year ended June 30, 2014. The
decrease in real estate revenues is primarily due to the sale of its 249 unit apartment complex located in Austin, Texas (see below for further discussion on sale),
partially offset by increased rents at our remaining properties. Real estate operating expenses decreased to $8,237,000 for the year ended June 30, 2015 from
$8,982,000 for the year ended June 30, 2014 primarily as the result of eliminating the third party property management expense related to the management of
our properties located outside of California, the sale of the Austin, Texas property and to a lesser extent the decrease in repairs and maintenance expense. In
August 2015, the Company terminated its third party property management agreement for the management of the Company’s properties located in California
and will manage the properties in-house going forward. As of September 2015, all of the Company’s properties are being managed in house.
In February 2014, the Company entered into a contract to sell its 249 unit apartment complex located in Austin, Texas and the adjacent unimproved land for
$15,800,000. The purchase/sale agreement provides that purchaser can terminate the agreement with or without cause, however, the potential purchaser would
forfeit the earnest money ($208,000) and additional consideration ($250,000) totaling $458,000. The purchaser also had the option to extend the agreement.
During the quarter ended September 30, 2014, the Company received the $458,000 and recognized it as income as the result of the potential buyer not extending
the purchase agreement. In December 2014, the Company entered into a new contract with a different buyer to sell the same property for $16,300,000. In March
2015, the Company sold this property for $16,300,000 and realized a gain on the sale of real estate of $9,358,000. The Company received net proceeds of
$7,890,000 after selling costs and the repayment of the mortgage of $6,356,000 and the early prepayment of debt penalty of $1,634,000.
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In November 2014, the Company sold its 5,900 square foot commercial property for $3,450,000 and realized a gain on the sale of real estate of $1,742,000. The
Company received net proceeds of $2,163,000 after selling costs and the repayment of the related mortgage of $1,100,000. Prior to its sale, this property was
being leased by the buyer.
Management continues to review and analyze the Company’s real estate operations to improve occupancy and rental rates and to reduce expenses and improve
efficiencies.
The Company had a net loss on marketable securities of $4,652,000 for the year ended June 30, 2015 compared to a net gain on marketable securities of
$998,000 for the year ended June 30, 2014. Approximately $2,242,000 of the $4,652,000 net loss is related to the Company’s investment in the common stock
of Comstock Mining Inc. Such investments represent approximately 46% of the Company’s portfolio. For the year ended June 30, 2015, the Company had a net
realized loss of $1,590,000 and a net unrealized loss of $3,062,000. For the year ended June 30, 2014, the Company had a net realized gain of $870,000 and a
net unrealized gain of $128,000. 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 results of operations. 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. For a more detailed description of the composition of the
Company’s marketable securities see the Marketable Securities section below.
During the years ended June 30, 2015 and 2014, the Company performed an impairment analysis of its other investments and determined that its investments
had an other than temporary impairment and recorded impairment losses of $701,000 and $101,000, respectively
The Company and its subsidiaries, Portsmouth and Santa Fe, compute and file income tax returns and prepare discrete income tax provisions for financial
reporting. The income tax benefit (expense) during the year ended June 30, 2015 and 2014 represents primarily the combined income tax effect of Portsmouth’s
pretax loss which includes its share in net loss of the Hotel and pre-tax income from Intergroup (standalone) primarily as the result of the significant gains
related to the sales of the two real estate properties.
MARKETABLE SECURITIES AND OTHER INVESTMENTS
As of June 30, 2015 and 2014, the Company had investments in marketable equity securities of $5,827,000 and $11,420,000, respectively. The following table
shows the composition of the Company’s marketable securities portfolio by selected industry groups as:
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As of June 30, 2015
Industry Group
Fair Value
% of Total
Investment
Securities
Basic materials
Technology
Industrial goods
REITs and real estate companies
Financial services
Other
As of June 30, 2014
Industry Group
Basic materials
Technology
REITs and real estate companies
Financial services
Other
$
$
$
$
2,761,000
1,115,000
612,000
517,000
325,000
497,000
5,827,000
Fair Value
5,081,000
1,395,000
1,001,000
820,000
3,123,000
11,420,000
47.4%
19.1%
10.5%
8.9%
5.6%
8.5%
100.0%
% of Total
Investment
Securities
44.5%
12.2%
8.8%
7.2%
27.3%
100.0%
The Company’s investment portfolio is diversified with 15 different equity positions. The Company holds one equity security that is more than 10% of the
equity value of the portfolio. The largest security represents 46% of the portfolio at June 30, 2015 and consists of the common stock of Comstock Mining, Inc.
(“Comstock” - NYSE MKT: LODE) which is included in the basic materials industry group. The amount of the Company’s investment in any particular issuer
may increase or decrease, and additions or deletions to its securities portfolio may occur, at any time. While it is the internal policy of the Company to limit its
initial investment in any single equity to less than 10% of its total portfolio value, that investment could eventually exceed 10% as a result of equity appreciation
or reduction of other positions. A significant percentage of the portfolio consists of common stock in Comstock that was obtained through dividend payments by
Comstock on its 7.5% Series A-1 Convertible Preferred Stock.
The Company also holds a $13,231,000 investment in Comstock Series A-1 Convertible Preferred Stock which is carried at cost and included in Other
investments, net. On August 27, 2015, all of such preferred stock was converted into common stock of Comstock. Please see Note 6 – Other Investments, Net
of the consolidated financial statements.
The following table shows the net gain or loss on the Company’s marketable securities and the associated margin interest and trading expenses for the respective
years.
For the years ended June 30,
Net (loss) gain on marketable securities
Net unrealized (loss) gain on other investments
Impairment loss on other investments
Dividend and interest income
Margin interest expense
Trading expenses
25
2015
(4,652,000) $
(204,000)
(701,000)
1,062,000
(600,000)
(1,141,000)
(6,236,000) $
2014
998,000
181,000
(101,000)
1,064,000
(618,000)
(1,181,000)
343,000
$
$
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FINANCIAL CONDITION AND LIQUIDITY
The Company’s cash flows are primarily generated from its Hotel operations, and general partner management fees and limited partnership distributions from
Justice Investors, its real estate operations and from the investment of its cash in marketable securities and other investments.
On December 18, 2013, the Partnership completed an Offer to Redeem any and all limited partnership interests not held by Portsmouth. As a result, Portsmouth,
which prior to the Offer to Redeem owned 50% of the then outstanding limited partnership interests now controls approximately 93% of the voting interest in
Justice and is now its sole General Partner.
To fund redemption of limited partnership interests and to repay the prior mortgage, Justice obtained a $97,000,000 mortgage loan and a $20,000,000
mezzanine loan. The mortgage loan is secured by the Partnership’s principal asset, the Hilton San Francisco-Financial District. The mortgage loan initially bears
an interest rate of 5.28% per annum and matures in January 2024. As additional security for the mortgage loan, there is a limited guaranty executed by the
Company in favor of mortgage lender. The mezzanine loan is a secured by the Operating membership interest held by Mezzanine and is subordinated to the
Mortgage Loan. The mezzanine loan initially bears interest at 9.75% per annum and matures in January 2024. As additional security for the mezzanine loan,
there is a limited guaranty executed by the Company in favor of mezzanine lender.
On July 2, 2014, the Partnership obtained from the Intergroup Corporation (parent company of Portsmouth) an unsecured loan in the principal amount of
$4,250,000 at 12% per year fixed interest, with a term of 2 years, payable interest only each month. Intergroup received a 3% loan fee. The loan may be prepaid
at any time without penalty. The proceeds of the loan were applied to the July 2014 payments to Holdings described in Note 2 of the Company’s consolidated
financial statements.
Despite an uncertain economy, the Hotel has continued to generate strong revenue growth. While the debt service requirements related the new loans and the
ongoing legal dispute with some of the former Justice partners, may create some additional risk for the Company and its ability to generate cash flows in the
future, management believes that cash flows from the operations of the Hotel and the garage will continue to be sufficient to meet all of the Partnership’s current
and future obligations and financial requirements. Management also believes that there is sufficient equity in the Hotel assets to support future borrowings, if
necessary, to fund any new capital improvements and other requirements.
In March 2015, the Company refinanced the $3,636,000 mortgage note payable on its 157-unit property located in Florence, Kentucky for a new mortgage in
the amount of $3,492,000. The Company paid down approximately $210,000 of the old mortgage as part of the refinancing. The new mortgage has a fixed
interest rate of 3.87% for ten years and matures in April 2025.
In June 2014, the Company obtained a second mortgage on its 151-unit apartment located in Morris County, New Jersey in the amount of $2,740,000. The term
of the loan is approximately 8 years with the interest rate fixed at 4.51%. The loan matures in August 2022.
In June 2014, the Company obtained a seven month extension of its $992,000 mortgage note payable on the first commercial building located in Los Angeles,
California that matured in June 2014. The loan was extended to January 2016. Interest rate on the note remains the same.
In April 2014, the Company refinanced its $526,000 mortgage note payable on the second commercial building located in Los Angeles, California for a new 3-
year interest only mortgage in the amount of $1,100,000. The Company received net proceeds of $556,000. The interest rate on the new loan is fixed at 3.25%
per annum and the note matures in May 2017.
Management believes that its cash, securities assets, real estate and the cash flows generated from those assets and from partnership distributions and
management fees, will be adequate to meet the Company’s current and future obligations. Additionally, management believes there is significant appreciated
value in the Hotel and other real estate properties to support additional borrowings if necessary.
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MATERIAL CONTRACTUAL OBLIGATIONS
The following table provides a summary of the Company’s material financial obligations which also includes interest.
Mortgage notes payable
Other notes payable
Interest
Total
Total
183,233,000
4,905,000
68,048,000
256,186,000
$
$
$
$
Year 1
Year 2
Year 3
Year 4
Year 5
Thereafter
2,348,000
518,000
10,267,000
13,133,000
$
$
2,130,000
473,000
9,870,000
12,473,000
$
$
2,918,000
408,000
9,085,000
12,411,000
$
$
3,059,000
362,000
8,441,000
11,862,000
$
$
3,208,000
361,000
7,848,000
11,417,000
$
$
169,570,000
2,783,000
22,537,000
194,890,000
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no material off balance sheet arrangements.
IMPACT OF INFLATION
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. Since Prism has the power and ability under the terms of its management
agreement to adjust hotel room rates on an ongoing basis, 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.
The Company's residential rental properties provide income from short-term operating leases and no lease extends beyond one year. Rental increases are
expected to offset anticipated increased property operating expenses.
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those that are most significant to the portrayal of our financial position and results of operations and require judgments by
management in order to make estimates about the effect of matters that are inherently uncertain. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts in our consolidated financial statements. We evaluate our estimates on an on-going basis,
including those related to the consolidation of our subsidiaries, to our revenues, allowances for bad debts, accruals, asset impairments, other investments,
income taxes and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The actual
results may differ from these estimates or our estimates may be affected by different assumptions or conditions.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not required for smaller reporting companies.
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Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets - June 30, 2015 and 2014
Consolidated Statements of Operations - For years ended June 30, 2015 and 2014
Consolidated Statements of Shareholders’ (Deficit) Equity - For years ended June 30, 2015 and 2014
Consolidated Statements of Cash Flows - For years ended June 30, 2015 and 2014
Notes to the Consolidated Financial Statements
28
PAGE
29
30
31
32
33
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To the Board of Directors and Shareholders of
The Intergroup Corporation:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying consolidated balance sheets of The InterGroup Corporation and its subsidiaries (the Company) as of June 30, 2015 and
2014, and the related consolidated statements of operations, shareholders’ (deficit) equity and cash flows for each of the years in the two-year period ended June
30, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of The
InterGroup Corporation and its subsidiaries as of June 30, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the
years in the two-year period ended June 30, 2015 in conformity with accounting principles generally accepted in the United States of America.
/s/ Burr Pilger Mayer, Inc.
San Francisco, California
September 4, 2015
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THE INTERGROUP CORPORATION
CONSOLIDATED BALANCE SHEETS
As of June 30,
ASSETS
Investment in Hotel, net
Investment in real estate, net
Investment in marketable securities
Other investments, net
Cash and cash equivalents
Restricted cash - redemption
Restricted cash
Other assets, net
Total assets
LIABILITIES AND SHAREHOLDERS' DEFICIT
Liabilities:
Accounts payable and other liabilities
Accounts payable and other liabilities - Hotel
Redemption payable
Due to securities broker
Obligations for securities sold
Other notes payable
Mortgage notes payable - Hotel
Mortgage notes payable - real estate
Deferred income taxes
Total liabilities
Commitments and contingencies
Shareholders' deficit:
$
$
$
2015
2014
$
43,840,000
55,768,000
5,827,000
15,082,000
8,529,000
-
2,868,000
11,505,000
41,897,000
63,697,000
11,420,000
15,837,000
4,705,000
16,163,000
3,982,000
7,759,000
143,419,000
$
165,460,000
$
5,268,000
13,615,000
-
345,000
22,000
4,905,000
117,000,000
66,233,000
3,000
207,391,000
4,083,000
15,161,000
16,163,000
2,925,000
175,000
282,000
117,000,000
75,360,000
943,000
232,092,000
Preferred stock, $.01 par value, 100,000 shares authorized; none issued
Common stock, $.01 par value, 4,000,000 shares authorized; 3,391,096 and 3,383,364 issued; 2,386,029 and
-
-
2,381,638 outstanding, respectively
Additional paid-in capital
Accumulated deficit
Treasury stock, at cost, 1,005,067 and 1,001,726 shares
Total InterGroup shareholders' deficit
Noncontrolling interest
Total shareholders' deficit
Total liabilities and shareholders' deficit
The accompanying notes are an integral part of these consolidated financial statements.
30
33,000
10,494,000
(36,459,000)
(11,878,000)
(37,810,000)
(26,162,000)
(63,972,000)
33,000
10,092,000
(39,401,000)
(11,818,000)
(41,094,000)
(25,538,000)
(66,632,000)
$
143,419,000
$
165,460,000
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THE INTERGROUP CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended June 30,
Revenues:
Hotel
Real estate
Total revenues
Costs and operating expenses:
Hotel operating expenses
Hotel restructuring costs
Hotel occupancy tax - penalty fees
Real estate operating expenses
Depreciation and amortization expense
General and administrative expense
Total costs and operating expenses
Income from operations
Other income (expense):
Interest expense - mortgage
Interest expense - occupancy tax
Loss on extinguishment of debt
Loss on disposal of assets
Gain on sale of real estate
Other real estate income
Net (loss) gain on marketable securities
Net unrealized (loss) gain on other investments and derivatives
Impairment loss on other investments
Dividend and interest income
Trading and margin interest expense
Net other expense
Income (loss) before income taxes
Income tax (expense) benefit
Net income (loss)
Less: Net loss attributable to the noncontrolling interest
Net income (loss) attributable to InterGroup
Net income (loss) per share
Basic
Diluted
Net income (loss) per share attributable to InterGroup
Basic
Diluted
2015
2014
$
$
56,811,000
15,926,000
72,737,000
(47,016,000)
-
-
(8,237,000)
(4,943,000)
(2,859,000)
50,963,000
16,332,000
67,295,000
(40,805,000)
(6,681,000)
(1,278,000)
(8,982,000)
(4,723,000)
(2,168,000)
(63,055,000)
(64,637,000)
9,682,000
2,658,000
(10,153,000)
-
-
(47,000)
11,100,000
458,000
(4,652,000)
(204,000)
(701,000)
1,062,000
(1,741,000)
(4,878,000)
4,804,000
(2,747,000)
2,057,000
885,000
2,942,000
0.86
0.85
1.23
1.21
$
$
$
$
$
(7,986,000)
(328,000)
(3,910,000)
(1,092,000)
-
-
998,000
181,000
(101,000)
1,064,000
(1,799,000)
(12,973,000)
(10,315,000)
3,567,000
(6,748,000)
2,056,000
(4,692,000)
(2.85)
(2.85)
(1.98)
(1.98)
$
$
$
$
$
Weighted average number of common shares outstanding
Weighted average number of diluted common shares outstanding
2,384,521
2,432,741
2,368,861
2,368,861
The accompanying notes are an integral part of these consolidated financial statements.
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THE INTERGROUP CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Retained Earnings
(Accumulated Deficit)
Treasury
Stock
InterGroup
Shareholders' Noncontrolling
Equity (Deficit)
Interest
Total
Shareholders'
Equity (Deficit)
Balance at July 1, 2013
3,363,361
$
33,000
$ 9,714,000
$
9,899,000
$(11,813,000) $
7,833,000
$
(4,081,000) $
3,752,000
Net loss
Redemption of limited partnership interest
Allocation of accumulated deficit of Justice to
noncontrolling interest relating ot the redemption of
limited parthership interests
Stock options expense
Issuance of stock for compensation
Issuance of stock related to stock options exercised
Conversion of RSU to stock
Investment in Santa Fe
Investment in Portsmouth
Purchase of treasury stock
Balance at June 30, 2014
Net income
Stock options expense
Issuance of stock for compensation
Issuance of stock related to stock options exercised
Investment in Santa Fe
Investment in Portsmouth
Purchase of treasury stock
Balance at June 30, 2015
-
-
4,192
7,616
8,195
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
476,000
88,000
35,000
-
(213,000)
(8,000)
-
(4,692,000)
(65,298,000)
20,690,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(5,000)
(4,692,000)
(2,056,000)
(6,748,000)
(65,298,000)
1,146,000
(64,152,000)
20,690,000
(20,690,000)
476,000
88,000
35,000
-
-
-
-
-
-
476,000
88,000
35,000
-
(213,000)
137,000
(76,000)
(8,000)
(5,000)
6,000
-
(2,000)
(5,000)
3,383,364
33,000
10,092,000
(39,401,000)
(11,818,000)
(41,094,000)
(25,538,000)
(66,632,000)
-
-
4,608
3,124
-
-
-
-
-
-
-
-
-
-
-
2,942,000
664,000
88,000
44,000
(275,000)
(119,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
2,942,000
(885,000)
2,057,000
664,000
88,000
44,000
-
-
-
664,000
88,000
44,000
(275,000)
174,000
(101,000)
(119,000)
87,000
(60,000)
(60,000)
-
(32,000)
(60,000)
3,391,096
$
33,000
$10,494,000
$
(36,459,000) $(11,878,000) $
(37,810,000) $
(26,162,000) $
(63,972,000)
The accompanying notes are an integral part of these consolidated financial statements.
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THE INTERGROUP CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30,
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
2015
2014
$
2,057,000
$
(6,748,000)
Net unrealized loss on marketable securities
Unrealized loss (gain) on other investments and derivative instruments
Impairment loss on other investments
Gain on sale of real estate
Gain on insurance recovery
Loss on extinguishment of debt
Loss on disposal of assets
Depreciation and amortization
Stock compensation expense
Changes in assets and liabilities:
Investment in marketable securities
Other assets, net
Accounts payable and other liabilities
Due to securities broker
Obligations for securities sold
Deferred taxes
Net cash (used in) provided by operating activities
Cash flows from investing activities:
Net proceeds from the sale of real estate
Investment in hotel, net
Investment in real estate, net
Payments for other investments
Investment in Santa Fe
Investment in Portsmouth
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from mortgage notes payable
Net payments of mortgage and other notes payable
Restricted cash for redemption and mortgage impounds
Distributions and redemption to noncontrolling interest
Purchase of treasury stock
Proceeds from exercise of options
Net cash (used in) provided by financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Supplemental information:
Income tax paid
Interest paid
The accompanying notes are an integral part of these consolidated financial statements.
33
3,062,000
204,000
701,000
(11,100,000)
-
-
47,000
4,943,000
752,000
2,531,000
675,000
(361,000)
(2,580,000)
(153,000)
(940,000)
(162,000)
17,592,000
(5,083,000)
(604,000)
(150,000)
(101,000)
(32,000)
11,622,000
-
(8,734,000)
17,277,000
(16,163,000)
(60,000)
44,000
(7,636,000)
3,824,000
4,705,000
8,529,000
1,190,000
10,753,000
$
$
$
128,000
(181,000)
101,000
-
(249,000)
3,910,000
1,092,000
4,723,000
564,000
1,076,000
(2,005,000)
6,774,000
163,000
(2,390,000)
(3,674,000)
3,284,000
-
(3,696,000)
(337,000)
(477,000)
(76,000)
(2,000)
(4,588,000)
156,660,000
(86,448,000)
(17,697,000)
(47,989,000)
(5,000)
35,000
4,556,000
3,252,000
1,453,000
4,705,000
180,000
8,932,000
$
$
$
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THE INTERGROUP CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES:
Description of the Business
The InterGroup Corporation, a Delaware corporation, (“InterGroup” or the “Company”) was formed to buy, develop, operate and dispose of real property and to
engage in various investment activities to benefit the Company and its shareholders.
As of June 30, 2015, the Company had the power to vote 85.3% of the voting shares of Santa Fe Financial Corporation (“Santa Fe”), a public company
(OTCBB: SFEF). This percentage includes the power to vote an approximately 4% interest in the common stock in Santa Fe owned by the Company’s
Chairman and President pursuant to a voting trust agreement entered into on June 30, 1998.
Santa Fe’s primary business is conducted through the management of its 68.8% owned subsidiary, Portsmouth Square, Inc. (“Portsmouth”), a public company
(OTCBB: PRSI). Portsmouth has a 93% limited partnership interest in Justice and is the sole general partner. InterGroup also directly owns approximately
13.1% of the common stock of Portsmouth. The financial statements of Justice are consolidated with those of the Company.
Justice, through its subsidiaries Justice Holdings Company, LLC (“Holdings”), a Delaware Limited Liability Company, Justice Operating Company, LLC
(“Operating”) and Justice Mezzanine Company, LLC (“Mezzanine”), owns a 543-room Hotel property located at 750 Kearny Street, San Francisco California,
known as the Hilton San Francisco Financial District (the Hotel) and related facilities including a five level underground parking garage. Holdings and
Mezzanine are both a wholly-owned subsidiaries of the Partnership; Operating is a wholly-owned subsidiary of Mezzanine. Mezzanine is the Mezzanine
borrower under certain indebtedness of Justice, and in December 2013, the Partnership conveyed ownership of the Hotel to Operating. The Hotel is operated by
the partnership as a full service Hilton brand hotel pursuant to a Franchise License Agreement with HLT Franchise Holding LLC (Hilton) . Justice also has a
Management Agreement with Prism Hospitality L.P. (“Prism”) to perform management functions for the Hotel. The management agreement with Prism had an
original term of ten years and can be terminated at any time with or without cause by the Partnership owner. Effective January 2014, the management agreement
with Prism was amended by the Partnership. Effective December 1, 2013, GMP Management, Inc., a company owned by a Justice limited partner and related
party, also provides management services for the Partnership pursuant to a Management Services Agreement, which is for a term of 3 years, but which can be
terminated earlier by the Partnership for cause.
In addition to the operations of the Hotel, the Company also generates income from the ownership of real estate. Properties include apartment complexes,
commercial real estate, and two single-family houses as strategic investments. The properties are located throughout the United States, but are concentrated in
Texas and Southern California. The Company also has investments in unimproved real property. The Company’s residential rental properties located in
California are managed by a professional third party property management company. Effective September 1, 2015, all of the Company’s real estate properties
will be managed in-house.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and Santa Fe. All significant inter-company transactions and balances have been
eliminated.
Investment in Hotel, Net
Property and equipment are stated at cost. Building improvements are being depreciated on a straight-line basis over their useful lives ranging from 3 to 39
years. Furniture, fixtures, and equipment are being depreciated on a straight-line basis over their useful lives ranging from 3 to 7 years.
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Repairs and maintenance are charged to expense as incurred. Costs of significant renewals and improvements are capitalized and depreciated over the shorter of
its remaining estimated useful life or life of the asset. The cost of assets sold or retired and the related accumulated depreciation are removed from the accounts;
any resulting gain or loss is included in other income (expenses).
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable in accordance with generally accepted accounting principles (“GAAP”). If the carrying amount of the asset, including any intangible assets
associated with that asset, exceeds its estimated undiscounted net cash flow, before interest, the Partnership will recognize an impairment loss equal to the
difference between its carrying amount and its estimated fair value. If impairment is recognized, the reduced carrying amount of the asset will be accounted for
as its new cost. For a depreciable asset, the new cost will be depreciated over the asset’s remaining useful life. Generally, fair values are estimated using
discounted cash flow, replacement cost or market comparison analyses. The process of evaluating for impairment requires estimates as to future events and
conditions, which are subject to varying market and economic factors. Therefore, it is reasonably possible that a change in estimate resulting from judgments as
to future events could occur which would affect the recorded amounts of the property. No impairment losses were recorded for the years ended June 30, 2015
and 2014.
Investment in Real Estate, Net
Rental properties are stated at cost less accumulated depreciation. Depreciation of rental property is provided on the straight-line method based upon estimated
useful lives of 5 to 40 years for buildings and improvements and 5 to 10 years for equipment. Expenditures for repairs and maintenance are charged to expense
as incurred and major improvements are capitalized.
The Company also reviews its rental property assets for impairment. No impairment losses on the investment in real estate have been recorded for the years
ended June 30, 2015 and 2014.
The fair value of the tangible assets of an acquired property, which includes land, building and improvements, is determined by valuing the property as if they
were vacant, and incorporates costs during the lease-up periods considering current market conditions and costs to execute similar leases such lost rental
revenue and tenant improvements. The value of tangible assets are depreciated using straight-line method based upon the assets estimated useful lives.
Investment in Marketable Securities
Marketable securities are stated at fair value as determined by the most recently traded price of each security at the balance sheet date. Marketable securities are
classified as trading securities with all unrealized gains and losses on the Company's investment portfolio recorded through the consolidated statements of
operations.
Other Investments, Net
Other investments include non-marketable securities (carried at cost, net of any impairments loss), non –marketable warrants (carried at fair value) and certain
convertible preferred securities, received in exchange for debt instruments, carried at a book basis, initially determined using the estimated fair value on the
exchange date. The Company has no significant influence or control over the entities that issue these investments. These investments are reviewed on a periodic
basis for other-than-temporary impairment. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include but
are not limited to: (i) the length of time an investment is in an unrealized loss position, (ii) the extent to which fair value is less than cost, (iii) the financial
condition and near term prospects of the issuer and (iv) our ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in
fair value. For the years ended June 30, 2015 and 2014, the Company recorded impairment losses related to other investments of $701,000 and $101,000,
respectively. As of June 30, 2015 and 2014, the allowance for impairment losses was $5,428,000 and $4,727,000, respectively.
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Derivative Financial Instruments
The Company has investments in stock warrants which are considered derivative instruments.
Derivative financial instruments consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate,
security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded
in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value on the Company’s consolidated
balance sheets.
For the investment in stock warrants, the Company used the Black-Scholes option valuation model to estimate the fair value these instruments which requires
management to make significant assumptions including trading volatility, estimated terms, and risk free rates. Estimating fair values of derivative financial
instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related
changes in internal and external market factors. In addition, option-based models are highly volatile and sensitive to changes in the trading market price of the
underlying common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the
Company’s consolidated statement of operations will reflect the volatility in these estimate and assumption changes.
Cash and Cash Equivalents
Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased and are carried at cost, which
approximates fair value.
Restricted Cash
Restricted cash is comprised of amounts held by lenders for payment of real estate taxes, insurance, replacement reserves for the operating properties. capital
addition reserves for the Hotel, tenant security deposits that are invested in certificates of deposit and the funds held by Holdings to implement the alternate
redemption structure for those partners who elected that structure.
Other Assets, Net
Other assets include accounts receivable, prepaid insurance, loan fees, franchise fees, license fees, inventory, occupancy tax deposits and other miscellaneous
assets. Loan fees are stated at cost and amortized over the term of the loan using the effective interest method. Franchise fees are stated at cost and amortized
over the life of the agreement (15 years). License fees are stated at cost and amortized over 10 years.
Accounts receivable from the Hotel and rental property customers are carried at cost less an allowance for doubtful accounts that is based on management’s
assessment of the collectability of accounts receivable. The Company extends unsecured credit to its customers but mitigates the associated credit risk by
performing ongoing credit evaluations of its customers.
Due to Securities Broker
The Company may utilize margin for its marketable securities purchases through the use of standard margin agreements with national brokerage firms. Various
securities brokers have advanced funds to the Company for the purchase of marketable securities under standard margin agreements. These advanced funds are
recorded as a liability.
Obligation for Securities Sold
Obligation 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 statement of operations.
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Accounts Payable and Other Liabilities
Accounts payable and other liabilities include trade payables, customer advance deposits and other liabilities.
Treasury Stock
The Company records the acquisition of treasury stock under the cost method.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between
market participants at the measurement date. Accounting standards for fair value measurement establishes a hierarchy for inputs used in measuring fair value
that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources
independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in
pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the
observability of inputs as follows:
Level 1–inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2–inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets
or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3–inputs to the valuation methodology are unobservable and significant to the fair value.
Revenue Recognition
Room revenue is recognized on the date upon which a guest occupies a room and/or utilizes the Hotel’s services. Food and beverage revenues are recognized
upon delivery. Garage revenue is recognized when a guest uses the garage space. The Company records a liability for payments collected in advance of revenue
recognition. This liability is included in Accounts payable and other liabilities.
Revenue recognition from apartment rentals commences when an apartment unit is placed in service and occupied by a rent-paying tenant. Apartment units are
leased on a short-term basis, with no lease extending beyond one year.
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs were $459,000 and $434,000 for the years ended June 30, 2015 and 2014, respectively.
Income Taxes
Deferred income taxes are calculated under the liability method. Deferred income tax assets and liabilities are based on differences between the financial
statement and tax basis of assets and liabilities at the current enacted tax rates. Changes in deferred income tax assets and liabilities are included as a component
of income tax expense. Changes in deferred income tax assets and liabilities attributable to changes in enacted tax rates are charged or credited to income tax
expense in the period of enactment. Valuation allowances are established for certain deferred tax assets where realization is not likely.
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Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to
not meet the “more-likely-than-not” threshold based on the technical merits of the positions.
Earnings (Loss) Per Share
Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares
outstanding. The computation of diluted income (loss) per share is similar to the computation of basic earnings per share except that the weighted-average
number of common shares is increased to include the number of additional common shares that would have been outstanding if potential dilutive common
shares had been issued. The Company's only potentially dilutive common shares are stock options. As of June 30, 2015 and 2014, the Company had 48,220 and
37,738 stock options, respectively, that were considered potentially dilutive common shares. The basic and diluted earnings per share were the same for the year
ended June 30, 2014 because the Company had a net loss.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) 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.
Reclassifications
Certain prior year balances have been reclassified to conform with the current year presentation.
Recent Accounting Pronouncements
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a
recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 is effective for
annual and interim periods beginning after December 15, 2015 and early application is permitted. We are in the process of evaluating this guidance.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the consolidation
analysis for both the variable interest model and for the voting model for limited partnerships and similar entities. ASU 2015-02 is effective for annual and
interim periods beginning after December 15, 2015 and early application is permitted. ASU 2015-02 provides for one of two methods of transition: retrospective
application to each prior period presented; or recognition of the cumulative effect of retrospective application of the new standard in the period of initial
application. We are in the process of evaluating this guidance and our method of adoption.
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360)(“ASU 2014-
08”). The amendments in ASU 2014-08 provide guidance for the recognition of discontinued operations, change the requirements for reporting discontinued
operations in ASC 205-20, “Discontinued Operations” (“ASC 205-20”) and require additional disclosures about discontinued operations. ASU 2014-08 is
effective for the Company for periods beginning after December 15, 2014. Early application is permitted, but only for disposals that have not been reported in
financial statements previously issued or available for issuance. The Company is currently evaluating the impact ASU 2014-08 but believes that this ASU will
not have a significant impact on its Consolidated Financial Statements as it relates primarily as to how items are presented in the financial statements. We are in
the process of evaluating this guidance and we have no plan to discontinue use of any significant assets.
In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standard Update No. 2014-09, Revenue from Contracts with
Customers (“ASU 2014-09”) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to
understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance is effective for annual
and interim reporting periods beginning after December 15, 2017, with early adoption permitted for annual and interim reporting periods beginning after
December 15, 2016. The Company does not plan to early adopt. We are currently evaluating the impact ASU 2014-09 will have on the Company's consolidated
financial statements.
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In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements — Going Concern ("ASU 2014-15"). The
new guidance explicitly requires that management assess an entity's ability to continue as a going concern and may require additional detailed disclosures. ASU
2014-15 is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Though permitted, the Company
does not plan to early adopt. The Company does not believe that this standard will have a significant impact on its consolidated financial statements.
In July 2015, the FASB issued Accounting Standard Update No. 2015-11, Simplifying the Measurement of Inventory ("ASU 2015-11") which requires entities to
measure most inventory at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of
business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for annual and interim periods beginning after
December 15, 2016. Though permitted, the Company does not plan to early adopt. We are currently evaluating the impact ASU 2015-11 will have on the
Company's consolidated financial statements.
NOTE 2 - JUSTICE INVESTORS
Justice Investors, a California limited partnership (“Justice” or the “Partnership”), was formed in 1967 to acquire real property in San Francisco, California, for
the development and lease of the Hotel (described below) and related facilities. The Partnership has one general partner, Portsmouth Square, Inc., a California
corporation (“Portsmouth”) and approximately 24 voting limited partners, including Portsmouth.
Effective December 1, 2008, Portsmouth and Evon Corporation, a California corporation (“Evon”), as the two general partners of Justice, entered into a 2008
Amendment to the Limited Partnership agreement (the “Amendment”) that provided for a change in the respective roles of the general partners. Pursuant to the
Amendment, Portsmouth assumed the role of managing general partner and Evon continued on as the co-general partner of Justice. The Amendment was
ratified by approximately 98% of the limited partnership interests. The Amendment also amended and restated the Limited Partnership agreement of the
Company in its entirety to comply with the new provisions of the California Corporations Code known as the “Uniform Limited Partnership Act of 2008.” The
Amendment did not result in any material modifications of the rights or obligations of the general and limited partners. The Amendment also provides that
future amendments to the limited partnership agreement would be made only upon the consent of the general partners and at least seventy five percent (75%) of
the interests of the limited partners. Consent of at least 75% of the interests of the limited partners is required to remove a general partner pursuant to the
Amendment.
Concurrent with the Amendment, a new General Partner Compensation Agreement (the “Compensation Agreement”) was entered into on December 1, 2008,
among Justice, Portsmouth and Evon to terminate and supersede all prior compensation agreements for the general partners. Pursuant to the Compensation
Agreement, the general partners of Justice were entitled to receive an amount equal to 1.5% of the gross annual revenues of the partnership (as defined in the
Amendment), less $75,000 to be used as a contribution toward the cost of Justice engaging an asset manager. The Compensation Agreement set the minimum
annual compensation of the general partners at a of approximately $285,000, with eighty percent (80%) of that amount being allocated to Portsmouth for its
services as managing general partner and twenty percent (20%) allocated to Evon as the co-general partner. Compensation earned by the general partners in
each calendar year in excess of the minimum base was be payable in equal fifty percent (50%) shares to Portsmouth and Evon. As described below, the
Compensation Agreement was amended upon the completion of the Offer to Redeem on December 18, 2013.
In December 2013, the Partnership determined to restructure its ownership to facilitate a refinancing of the Hotel and redeem the interests of certain Partners,
including Evon. In the course of this refinancing, restructuring and redemption, the Partnership created three subsidiaries: Justice Holdings Company, LLC
(“Holdings”), a Delaware Limited Liability Company, Justice Operating Company, LLC (“Operating”) and Justice Mezzanine Company, LLC (“Mezzanine”).
Holdings and Mezzanine are each wholly-owned subsidiaries of the Partnership; Operating is a wholly-owned subsidiary of Mezzanine. Mezzanine is the
Mezzanine borrower and in December 2013, the Partnership conveyed ownership of the Hotel to Operating.
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On December 18, 2013, the Partnership completed an Offer to Redeem any and all limited partnership interests not held by Portsmouth. In addition, the
Partnership approved amendments to the Amended and Restated Agreement of Limited Partnership, which amendments became effective upon the completion
of the Offer to Redeem and the consummation of the Loan Agreements. Such amendments are described below. As a result, Portsmouth, which prior to the
Offer to Redeem owned 50% of the then outstanding limited partnership interests, now controls approximately a 93% interest in Justice and is now the
Partnership’s sole General Partner.
Pursuant to the Offer to Redeem, the Partnership accepted tenders, for cash, from Evon, and seventy-three of the Partnership’s limited partners representing
approximately 29.173% of partnership interests outstanding prior to the Offer to Redeem for $1,385,000 for each 1% tendered. On December 19, 2013, Justice
distributed the amounts due each of these former partners pursuant to the terms of the Offer to Redeem.
In addition, the Partnership accepted the election of holders of approximately 17.146% of the limited partnership interests outstanding prior to the Offer to
Redeem to participate in an alternate redemption structure. Under that alternative redemption structure, the Partnership paid to Holdings $1,385,000 for each 1%
tendered. Those partners who elected the alternative redemption structure were given an option to designate property for Holdings to purchase within 12 months
of December 18, 2013, and then require Holdings to transfer that property to the partner in redemption of that partner’s interest in the Partnership. The
governing agreement also provided for other possible methods of redeeming the interests of the partners who elected the alternate redemption structure,
respectively. During the years ended June 30, 2015 and 2014, a total of $16,163,000 and $2,928,000 was redeemed under the alternative redemption structure,
respectively. As of June 30, 2015, all limited partner interests outstanding under the Offer had been redeemed.
The Partnership incurred approximately $6,681,000 in restructuring costs relating to the Offer to Redeem and related financing transactions, including a one-
time management fee of $1,550,000, approximately $431,000 in legal, accounting and other professional expenses, and payment of a Real Property Transfer
Tax of approximately $4.7 million to the City and County of San Francisco (“CCSF”).
In connection with the Offer to Redeem, the Partnership retired existing debt and replaced it with lower-yielding loans, the proceeds of which were used to fund
the Offer to Redeem and to provide for additional working capital for the Hotel. The Partnership incurred a loss on the extinguishment of debt of $3,910,000
which included a yield maintenance (prepayment penalty) expense of $3,808,000 and a write-off of capitalized loan costs on the refinanced debt of
approximately $102,000.
As a result of the ownership structure implemented in December 2013, the Partnership is the indirect sole owner of a 543-room hotel property located at 750
Kearny Street, San Francisco, California, now known as the Hilton San Francisco Financial District (the “Hotel”) and related facilities including a five level
underground parking garage. The Hotel is operated by Operating as a full service Hilton brand hotel pursuant to a Franchise License Agreement with HLT
Existing Franchise Holding LLC (the “Hilton”). Operating also has a Management Agreement with Prism Hospitality L.P. (“Prism”) to perform management
functions for the Hotel. The management agreement with Prism had an original term of ten years and can be terminated at any time with or without cause by the
Partnership owner. Effective January 2014, the management agreement with Prism was amended by the Partnership. Effective December 1, 2013, GMP
Management, Inc., a company owned by a Justice limited partner and related party, also provides management services for the Partnership pursuant to a
Management Services Agreement, which is for a term of 3 years, but which can be terminated earlier by the Partnership for cause.
As of June 30, 2015 and 2014, the Partnership had an accumulated deficit. That accumulated deficit is primarily attributable to the redemption of certain limited
partners, effective December 18, 2013. The Partnership utilized the book value method to record the redemption of the limited partners. Under book value
(bonus) method the remaining partners continue the existing partnership, recording no changes to the book values of the partnership’s assets and liabilities. As a
result, any revaluation of the existing partnership’s assets or liabilities that might be undertaken is solely to determine the settlement price to the outgoing
partner. The partner’s withdrawal from the partnership is recorded by adjusting the remaining partners’ capital accounts with the amount of the bonus, which is
allocated according to their income sharing ratio. The amount of adjustment is equal to the difference between the settlement price paid to the withdrawing
partner and the book value of his share of total partnership capital at the time he withdraws. Justice Partner’s capital was reduced by approximately $64.1
million for the redemption during the year ended June 30, 2014.
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Management believes that the revenues and cash flows expected to be generated from the operations of the Hotel, garage and leases will be sufficient to meet all
of the Partnership’s current and future obligations and financial requirements. Management also believes that there is significant appreciated value in the Hotel
property in excess of the net book value to support additional borrowings, if necessary.
NOTE 3 – INVESTMENT IN HOTEL, NET
Investment in Hotel consisted of the following as of:
June 30, 2015
Land
Furniture and equipment
Building and improvements
June 30, 2014
Land
Furniture and equipment
Building and improvements
Cost
2,738,000
25,958,000
62,031,000
90,727,000
Cost
2,738,000
23,306,000
59,828,000
85,872,000
$
$
$
$
Accumulated
Depreciation
Net Book
Value
$
-
(21,603,000)
(25,284,000)
(46,887,000) $
2,738,000
4,355,000
36,747,000
43,840,000
Accumulated
Depreciation
Net Book
Value
$
-
(20,072,000)
(23,903,000)
(43,975,000) $
2,738,000
3,234,000
35,925,000
41,897,000
$
$
$
$
In December 2013, Justice determined to substantially demolish the Hotel’s ground-level Spa (with the exception of the ceilings and certain mechanical
systems) to build out additional meeting rooms, a technology lounge and re-locate Hotel offices. In fiscal 2014, Justice recorded a loss of approximately
$738,000 as a disposal of assets on the closure of the Hotel’s Spa on the lobby level.
NOTE 4 - INVESTMENT IN REAL ESTATE, NET
At June 30, 2015, the Company's investment in real estate consisted of twenty properties located throughout the United States. These properties include sixteen
apartment complexes, two single-family houses as strategic investments, and one commercial real estate properties. The Company also owns unimproved land
located in Maui, Hawaii.
Investment in real estate included the following:
As of June 30,
Land
Buildings, improvements and equipment
Accumulated depreciation
2015
2014
$ 23,453,000 $ 25,781,000
74,039,000
(36,123,000)
$ 55,768,000 $ 63,697,000
64,828,000
(32,513,000)
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In February 2014, the Company entered into a contract to sell its 249 unit apartment complex located in Austin, Texas and the adjacent unimproved land for
$15,800,000. The purchase/sale agreement provides that purchaser can terminate the agreement with or without cause, however, the potential purchaser would
forfeit the earnest money ($208,000) and additional consideration ($250,000) totaling $458,000. The purchaser also had the option to extend the agreement.
During the quarter ended September 30, 2014, the Company received the $458,000 and recognized it as income as the result of the potential buyer not extending
the purchase agreement. In December 2014, the Company entered into a new contract with a different buyer to sell the same property for $16,300,000. In March
2015, the Company sold this property for $16,300,000 and realized a gain on the sale of real estate of $9,358,000. The Company received net proceeds of
$7,890,000 after selling costs and the repayment of the mortgage of $6,356,000 and the early prepayment of debt penalty of $1,634,000.
In November 2014, the Company sold its 5,900 square foot commercial property located in Los Angeles, California for $3,450,000 and realized a gain on the
sale of real estate of $1,742,000. The Company received net proceeds of $2,163,000 after selling costs and the repayment of the related mortgage of $1,100,000.
Prior to its sale, this property was being leased by the buyer.
NOTE 5 - INVESTMENT IN MARKETABLE SECURITIES
The Company’s investment in marketable securities consists primarily of corporate equities. The Company has also periodically invested in corporate bonds and
income producing securities, which may include interests in real estate based companies and REITs, where financial benefit could insure to its shareholders
through income and/or capital gain.
At June 30, 2015 and 2014, all of the Company’s marketable securities are classified as trading securities. The change in the unrealized gains and losses on
these investments are included in earnings. Trading securities are summarized as follows:
Investment
As of June 30, 2015
Corporate
Equities
As of June 30, 2014
Corporate
Equities
Gross
Gross
Net
Cost
Unrealized Gain Unrealized Loss Unrealized (Loss) Gain
Fair
Value
$ 7,845,000 $
1,136,000 $
(3,154,000) $
(2,018,000) $ 5,827,000
$ 10,369,000 $
2,717,000 $
(1,666,000) $
1,051,000 $ 11,420,000
As of June 30, 2015 and 2014, the Company had $3,062,000 and $1,615,000, respectively, of unrealized losses related to securities held for over one year.
Net loss on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of the two
components for the years ended June 30, 2015 and 2014, respectively.
For the year ended June 30,
Realized (loss) gain on marketable securities
Unrealized (loss) gain on marketable securities
Net (loss) gain on marketable securities
2015
(1,590,000) $
(3,062,000)
2014
870,000
128,000
(4,652,000) $
998,000
$
$
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NOTE 6 – OTHER INVESTMENTS, NET
The Company may also invest, with the approval of the Securities Investment Committee and other Company guidelines, in private investment equity funds and
other unlisted securities, such as convertible notes through private placements. Those investments in non-marketable securities are carried at cost on the
Company’s balance sheet as part of other investments, net of other than temporary impairment losses.
Other investments, net consist of the following:
Preferred stock - Comstock, at cost
Private equity hedge fund, at cost
Corporate debt and equity instruments, at cost
Other preferred stock
Warrants - at fair value
Type
June 30, 2015
June 30, 2014
$
$
13,231,000
1,250,000
-
497,000
104,000
15,082,000
$
$
13,231,000
1,650,000
269,000
480,000
207,000
15,837,000
As of June 30, 2015, the Company had $13,231,000 (13,231 preferred shares) held in Comstock Mining, Inc. (“Comstock” – OTCBB: LODE) 7 1/2% Series A-
1 Convertible Preferred Stock (the “A-1 Preferred”) of Comstock. On August 27, 2015, all of such preferred stock was converted into common stock of
Comstock.
As of June 30, 2014, the Company had investments in corporate debt and equity instruments which had attached warrants that were considered derivative
instruments. These warrants have an allocated cost basis of $420,000 as of June 30, 2015 and 2014 and a fair value of $104,000 and $207,000, respectively, as
of June 30, 2015 and 2014. During the year ended June 30, 2015 and 2014, the Company had an unrealized loss of $103,000 and an unrealized gain of
$181,000, respectively, related to these warrants.
NOTE 7 - FAIR VALUE MEASUREMENTS
The carrying values of the Company’s financial instruments not required to be carried at fair value on a recurring basis approximate fair value due to their short
maturities (i.e., accounts receivable, other assets, accounts payable and other liabilities, due to securities broker and obligations for securities sold) or the nature
and terms of the obligation (i.e., other notes payable and mortgage notes payable).
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File: v419740_10k.htm Type: 10-K Pg: 44 of 78
The assets measured at fair value on a recurring basis are as follows:
As of June 30, 2015
Assets:
Other investments - warrants
Investment in marketable securities:
Basic materials
Technology
Industrial goods
REITs and real estate companies
Financial services
Other
As of June 30, 2014
Assets:
Other investments - warrants
Investment in marketable securities:
Basic materials
Technology
REITs and real estate companies
Financial services
Other
Level 1
Level 2
Level 3
Total
$
$
$
$
-
$
2,761,000
1,115,000
612,000
517,000
325,000
497,000
5,827,000
5,827,000
$
Level 1
Level 2
-
$
5,081,000
1,395,000
1,001,000
820,000
3,123,000
11,420,000
11,420,000
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
104,000
$
104,000
-
-
-
-
-
-
104,000
$
2,761,000
1,115,000
612,000
517,000
497,000
5,502,000
5,606,000
Level 3
Total
207,000
$
207,000
-
-
-
-
-
-
207,000
$
5,081,000
1,395,000
1,001,000
820,000
3,123,000
11,420,000
11,627,000
$
$
$
The fair values of investments in marketable securities are determined by the most recently traded price of each security at the balance sheet date. The fair value
of the warrants was determined based upon a Black-Scholes option valuation model.
Financial assets that are measured at fair value on a non-recurring basis and are not included in the tables above include “Other investments in non-marketable
securities,” that were initially measured at cost and have been written down to fair value as a result of impairment or adjusted to record the fair value of new
instruments received (i.e., preferred shares) in exchange for old instruments (i.e., debt instruments). The following table shows the fair value hierarchy for these
assets measured at fair value on a non-recurring basis as follows:
Assets
Other non-marketable investments
Assets
Other non-marketable investments
Level 1
Level 2
Level 3
Net loss for the year
June 30, 2015 ended June 30, 2015
-
$
-
$ 14,978,000
$ 14,978,000 $
(701,000)
Level 1
Level 2
Level 3
Net loss for the year
June 30, 2014 ended June 30, 2014
-
$
-
$ 15,630,000
$ 15,630,000 $
(101,000)
$
$
Other investments in non-marketable securities are carried at cost net of any impairment loss. The Company has no significant influence or control over the
entities that issue these investments. These investments are reviewed on a periodic basis for other-than-temporary impairment. When determining the fair value
of these investments on a non-recurring basis, the Company uses valuation techniques such as the market approach and the unobservable inputs include factors
such as conversion ratios and the stock price of the underlying convertible instruments. The Company reviews several factors to determine whether a loss is
other-than-temporary. These factors include but are not limited to: (i) the length of time an investment is in an unrealized loss position, (ii) the extent to which
fair value is less than cost, (iii) the financial condition and near term prospects of the issuer and (iv) our ability to hold the investment for a period of time
sufficient to allow for any anticipated recovery in fair value.
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NOTE 8 – OTHER ASSETS, NET
Other assets consist of the following as of June 30:
Accounts receivable, net
Inventory - Hotel
Prepaid expenses
Occupancy tax deposit - Hotel
Miscellaneous assets, net
Total other assets
$
$
2015
6,791,000
256,000
781,000
1,061,000
2,616,000
2014
1,964,000
653,000
1,120,000
1,061,000
2,961,000
$
11,505,000
$
7,759,000
In 2013, the City of San Francisco’s Tax Collector’s office claimed that Justice owed the City of San Francisco $2.1 million based on the Tax Collector’s
interpretation of the San Francisco Business and Tax Regulations Code relating to Transient Occupancy Tax and Tourist Improvement District Assessment.
This amount exceeds Justice’s estimate of the taxes owed, and Justice has disputed the claim and is seeking to discharge all penalties and interest charges
imposed by the Tax Collector attributed to its over payment. The Company paid the full amount in March 2014 as part of the appeals process but is reflecting
the amount on the balance sheet in “Other assets, net” as it is currently under protest.
Amortization expense of loan fees and franchise costs for the years ended June 30, 2015 and 2014 was $131,000 and $88,000, respectively.
NOTE 9 – OTHER NOTES PAYABLE
The Company has various notes payable and financing obligations outstanding at June 30, 2015 and 2014 totaling $313,000 and $282,000, respectively. The
notes bear interest at market rates and require monthly principal payments through May 2017 when the obligations will be fully repaid.
The balance of other notes payable at June 30, 2015 relates to an obligation to Hilton(franchisor) in the form of a self-exhausting, interest free development
incentive note which will be reduced approximately $316,000 annually through 2030 by Hilton if the Partnership is still a Franchisee with Hilton. For the year
ended June 30, 2015, the note was reduced by approximately $158,000 and treated as a reduction of royalty expense.
NOTE 10 - MORTGAGE NOTES PAYABLE
On December 18, 2013: (i) Justice Operating Company, LLC, a Delaware limited liability company (“Operating”), entered into a loan agreement (“Mortgage
Loan Agreement”) with Bank of America (“Mortgage Lender”); and (ii) Justice Mezzanine Company, a Delaware limited liability company (“Mezzanine”),
entered into a mezzanine loan agreement (“Mezzanine Loan Agreement” and, together with the Mortgage Loan Agreement, the “Loan Agreements”) with ISBI
San Francisco Mezz Lender LLC (“Mezzanine Lender” and, together with Mortgage Lender, the “Lenders”). The Partnership is the sole member of Mezzanine,
and Mezzanine is the sole member of Operating.
The Loan Agreements provide for a $97,000,000 Mortgage Loan and a $20,000,000 Mezzanine Loan. The proceeds of the Loan Agreements were used to fund
the redemption of limited partnership interests described above and the pay-off of the prior mortgage.
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The Mortgage Loan is secured by the Partnership’s principal asset, the Hilton San Francisco-Financial District (the “Property”). The Mortgage Loan bears an
interest rate of 5.28% per annum and matures in January 2024. The term of the loan is 10 years with interest only due in the first three years and principle and
interest on the remaining seven years of the loan based on a thirty year amortization schedule. The Mortgage Loan also requires payments for impounds related
to property tax, insurance and capital improvement reserves. As additional security for the Mortgage Loan, there is a limited guaranty (“Mortgage Guaranty”)
executed by the Company in favor of Mortgage Lender.
The Mezzanine Loan is a secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. The Mezzanine Loan
bears interest at 9.75% per annum and matures on January 1, 2024. Interest only, payments are due monthly. As additional security for the Mezzanine Loan,
there is a limited guaranty executed by the Company in favor of Mezzanine Lender (the “Mezzanine Guaranty” and, together with the Mortgage Guaranty, the
“Guaranties”).
The Guaranties are limited to what are commonly referred to as “bad boy” acts, including: (i) fraud or intentional misrepresentations; (ii) gross negligence or
willful misconduct; (iii) misapplication or misappropriation of rents, security deposits, insurance or condemnation proceeds; and (iv) failure to pay taxes or
insurance. The Guaranties will be full recourse guaranties under identified circumstances, including failure to maintain “single purpose” status which is a factor
in a consolidation of Operating or Mezzanine in a bankruptcy of another person, transfer or encumbrance of the Property in violation of the applicable loan
documents, Operating or Mezzanine incurring debts that are not permitted, and the Property becoming subject to a bankruptcy proceeding. Pursuant to the
Guaranties, the Partnership is required to maintain a certain minimum net worth and liquidity. As of June 30, 2015 and 2014, the Partnership is in compliance
with both requirements.
Each of the Loan Agreements contains customary representations and warranties, events of default, reporting requirements, affirmative covenants and negative
covenants, which impose restrictions on, among other things, organizational changes of the respective borrower, operations of the Property, agreements with
affiliates and third parties. Each of the Loan Agreements also provides for mandatory prepayments under certain circumstances (including casualty or
condemnation events) and voluntary prepayments, subject to satisfaction of prescribed conditions set forth in the Loan Agreements.
In March 2015, the Company refinanced the $3,636,000 mortgage note payable on its 157-unit property located in Florence, Kentucky for a new mortgage in
the amount of $3,492,000. The Company paid down approximately $210,000 of the old mortgage as part of the refinancing. The new mortgage has a fixed
interest rate of 3.87% for ten years and matures in April 2025.
In June 2014, the Company obtained a second mortgage on its 151-unit apartment located in Morris County, New Jersey in the amount of $2,740,000. The term
of the loan is approximately 8 years with the interest rate fixed at 4.51%. The loan matures in August 2022.
In June 2014, the Company obtained a seven month extension of its $992,000 mortgage note payable on the first commercial building located in Los Angeles,
California that matured in June 2014. The loan was extended to January 2016. Interest rate on the note remains the same.
In April 2014, the Company refinanced its $526,000 mortgage note payable on the second commercial building located in Los Angeles, California for a new 3-
year interest only mortgage in the amount of $1,100,000. The Company received net proceeds of $556,000. The interest rate on the new loan is fixed at 3.25%
per annum and the note matures in May 2017.
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Vintage
Project: v419740 Form Type: 10-K
File: v419740_10k.htm Type: 10-K Pg: 47 of 78
Each mortgage notes payable is secured by real estate and Hotel. As of June 30, 2015 and 2014, the mortgage notes payable are summarized as follows:
Property
SF Hotel
SF Hotel
Florence
Las Colinas
Morris County
Morris County
St. Louis
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
As of June 30, 2015
Number
of Units
Note
Origination Date
Note
Maturity Date
Mortgage Balance
Interest Rate
543 rooms December
543 rooms December
2013 January
2013 January
Mortgage notes payable - Hotel
2024 $
2024
97,000,000
20,000,000
$
117,000,000
157 March
358 November
151 July
151 June
264 May
4 September
2 September
1 August
31 January
30 August
27 November
14 April
12 December
9 April
9 April
8 July
7 August
4 August
1 September
Office January
2015 April
2012 December
2012 July
2014 August
2013 May
2012 September
2012 September
2012 September
2010 December
2007 September
2010 December
2011 March
2011 January
2011 May
2011 March
2013 July
2012 September
2012 September
2012 September
2015 January
2025 $
2022
2022
2022
2023
2042
2042
2042
2020
2022
2020
2021
2022
2021
2021
2043
2042
2042
2042
2016
3,482,000
18,600,000
9,992,000
2,701,000
5,837,000
377,000
381,000
410,000
5,376,000
6,287,000
3,029,000
1,754,000
1,969,000
1,404,000
1,195,000
482,000
931,000
638,000
438,000
950,000
Mortgage notes payable - real estate
$
66,233,000
47
5.28%
9.75%
3.87%
3.73%
3.51%
4.51%
4.05%
3.75%
3.75%
4.25%
4.85%
5.97%
4.85%
5.89%
4.25%
5.60%
5.89%
3.75%
3.75%
3.75%
3.75%
3.68%
Date: 09/03/2015 05:52 PM
Client: v419740_INTERGROUP CORP_10-K
Vintage
Project: v419740 Form Type: 10-K
File: v419740_10k.htm Type: 10-K Pg: 48 of 78
Property
SF Hotel
SF Hotel
Austin
Florence
Las Colinas
Morris County
Morris County
St. Louis
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
Los Angeles
As of June 30, 2014
Number
of Units
Note
Origination Date
Note
Maturity Date
Mortgage Balance
Interest Rate
543 rooms December
543 rooms December
2013 January
2013 January
Mortgage notes payable - Hotel
2024 $
2024
97,000,000
20,000,000
$
117,000,000
249 June
157 June
358 November
151 July
151 June
264 May
4 September
2 September
1 August
31 January
30 August
27 November
14 April
12 December
9 April
9 April
8 July
7 August
4 August
1 September
Office March
Office April
2003 July
2005 July
2012 December
2012 July
2014 August
2013 May
2012 September
2012 September
2012 September
2010 December
2007 September
2010 December
2011 March
2011 January
2011 May
2011 March
2013 July
2012 September
2012 September
2012 September
2009 March
2014 May
2023 $
2015
2022
2022
2022
2023
2042
2042
2042
2020
2022
2020
2021
2022
2021
2021
2043
2042
2042
2042
2015
2017
6,505,000
3,722,000
18,970,000
10,279,000
2,740,000
5,943,000
383,000
388,000
417,000
5,475,000
6,399,000
3,085,000
1,780,000
2,008,000
1,427,000
1,213,000
491,000
949,000
649,000
445,000
992,000
1,100,000
5.28%
9.75%
5.46%
4.96%
3.73%
3.51%
4.51%
4.05%
4.25%
4.25%
4.25%
4.85%
5.97%
4.85%
5.89%
4.25%
5.60%
5.89%
3.50%
3.85%
3.85%
4.25%
5.02%
3.25%
Future minimum payments for all notes payable are as follows:
Mortgage notes payable - real estate
$
75,360,000
For the year ending June 30,
2016
2017
2018
2019
2020
Thereafter
$
2,548,000
2,247,000
2,918,000
3,059,000
3,208,000
169,566,000
$ 183,546,000
NOTE 11 – GARAGE OPERATIONS
On October 31, 2010, the Partnership and Ace Parking entered into an amendment of the original Parking Agreement to extend the term for a period of sixty
two (62) months, commencing on November 1, 2010 and terminating December 31, 2015, subject to either party’s right to terminate the agreement without
cause on ninety (90) days written notice. The monthly management fee of $2,000 and the accounting fee of $250 remain the same, but the amendment modified
how the Excess Profit Fee to be paid to Ace Parking would be calculated.
The amendment provides that, if net operating income (“NOI”) from the garage operations exceeds $1,800,000 but is less than $2,000,000, then Ace Parking
will be entitled to an Excess Profit Fee of one percent (1%) of the total annual NOI. If the annual NOI is $2,000,000 or higher, Ace Parking will be entitled to an
Excess Profit Fee equal to two percent (2%) of the total annual NOI. The garage’s NOI exceeded the annual NOI of $2,000,000 for the years ended June 30,
2015 and 2014. Base Management and incentive fees to Ace Parking amounted to $44,000 for each of the years ended June 30, 2015 and 2014.
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NOTE 12 – MANAGEMENT AGREEMENTS
On February 2, 2007, the Partnership entered into an agreement with Prism to manage and operate the Hotel as its agent. The original agreement was effective
for a term of ten years, but was amended in January 2014 as provided in the agreement. Under the original management agreement, the Partnership was required
to pay the base management fees of up to 2.5% of gross operating revenues of the Hotel (i.e., room, food and beverage, and other operating departments) for the
fiscal year. Of that amount, 1.75% of the gross operating revenues was paid monthly. The balance or 0.75% was paid only to the extent that the partially
adjusted net operating income (net operating income less capital expenditures) for the fiscal year exceeded the amount of the Hotel’s return for the fiscal year.
The base management fee was limited to 1.75% for the period ended January 31, 2014. Under the new management agreement, effective January 2014, the
required base management fees per the original agreement were amended by the Partnership to a fixed rate of $20,000 per month. Under the amended
management agreement, Prism can also earn an incentive fee of $11,000 for each month that the revenues per room of the Hotel exceed the average revenues
per room of a defined set of competing hotels. Base management fees and incentives paid to Prism during the years ended June 30, 2015 and 2014 were
$293,000 and $579,000, respectively.
Effective December 1, 2013, GMP Management, Inc. (“GMP”), a company owned by a Justice limited partner and related party, also provides management
services for the Partnership pursuant to a Management Services Agreement. The management agreement with GMP has a term of 3 years, but may be
terminated earlier by the Partnership for cause. Under the agreement, GMP is required to advise the Partnership on the management and operation of the hotel;
administer the Partnership’s contracts, leases, agreements with hotel managers and franchisors and other contracts and agreements; provide administrative and
asset management services, oversee financial reporting, and maintain offices at the Hotel in order to facilitate provision of services. GMP is paid an annual base
management fee of $325,000 per year, increasing by 5% per year, payable in monthly installments, and to reimbursement for reasonable and necessary costs and
expenses incurred by GMP in performing its obligations under the agreement. During the years ended June 30, 2015 and 2014, GMP was reimbursed $736,000
and $330,000, respectively, for the salaries, benefits, and local payroll taxes for four key employees. Base management fees and payroll related reimbursements
paid to GMP during the years ended June 30, 2015 and 2014 were $1,078,000 and $519,000, respectively.
The management fees expensed for Prism and GMP during the years ended June 30, 2015 and 2014 were $1,370,000 and $1,098,000, respectively.
NOTE 13 – CONCENTRATION OF CREDIT RISK
As of June 30, 2015, approximately 70% of accounts receivable is related to the amended franchise agreement. Travel agents and airlines made up 19%, or
$1,278,000, and 50%, or $915,000, of accounts receivable at June 30, 2015 and 2014, respectively. The Hotel had two customers that accounted for 17%, or
$1,182,000, of accounts receivable at June 30, 2015. The Hotel had two customers who accounted for 65%, or $1,203,000, of accounts receivable at June 30,
2014.
The Partnership maintains its cash and cash equivalents and restricted cash with various financial institutions that are monitored regularly for credit quality. At
times, such cash and cash equivalents holdings may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) or other federally insured limits.
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NOTE 14 – INCOME TAXES
The provision for the Company’s income tax (expense) benefit is comprised of the following:
For the years ended June 30,
2015
2014
Federal
Current tax expense
Deferred tax benefit
State
Current tax expense
Deferred tax benefit
$
(2,842,000) $
496,000
(2,346,000)
(51,000)
2,748,000
2,697,000
(844,000)
443,000
(401,000)
(56,000)
926,000
870,000
$
(2,747,000) $
3,567,000
The provision for income taxes differs from the amount of income tax computed by applying the federal statutory income tax rate to loss before taxes as a result
of the following differences:
For the years ended June 30,
Statutory federal tax rate
State income taxes, net of federal tax benefit
Dividend received deduction
Noncontrolling interest
Valuation allowance
Other
The components of the deferred tax asset and liabilities are as follows:
2015
2014
$
$
(1,706,000) $
(459,000)
263,000
(73,000)
(488,000)
(284,000)
(2,747,000) $
3,507,000
552,000
245,000
(351,000)
(153,000)
(233,000)
3,567,000
Deferred tax assets:
Net operating loss carryforwards
Capital loss carryforwards
Investment impairment reserve
Accruals and reserves
Depreciation and amortization
State taxes
Valuation allowance
Deferred tax assets (liabilities):
Deferred gains on real estate sale
Unrealized gains on marketable securities
Equity earnings
State taxes
Net deferred tax liability
$
June 30, 2015
12,112,000
624,000
1,747,000
1,005,000
650,000
-
(2,335,000)
13,803,000
$
June 30, 2014
10,110,000
940,000
1,565,000
968,000
571,000
707,000
(1,847,000)
13,014,000
(8,954,000)
(2,917,000)
(1,248,000)
(687,000)
(13,806,000)
$
(3,000) $
(9,633,000)
(3,789,000)
(535,000)
-
(13,957,000)
(943,000)
The deferred tax valuation allowance increased by $488,000 and $152,000, respectively, during the years ended June 30, 2015 and 2014.
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As of June 30, 2015, the Company had estimated net operating losses (NOLs) of $29,038,000 and $25,757,000 for federal and state purposes, respectively.
Below is the break-down of the NOLs for Intergroup, Santa Fe and Portsmouth. The carryforward expires in varying amounts through the year 2025.
InterGroup
Santa Fe
Portsmouth
Federal
- $
8,558,000
20,480,000
29,038,000 $
$
$
State
1,259,000
4,903,000
19,595,000
25,757,000
Utilization of the net operating loss carryover may be subject a substantial annual limitation if it should be determined that there has been a change in the
ownership of more than 50 percent of the value of the Company's stock, pursuant to Section 382 of the Internal Revenue Code of 1986 and similar state
provisions. The annual limitation may result in the expiration of net operating loss carryovers before utilization.
Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to
not meet the “more-likely-than-not” threshold based on the technical merits of the positions. The Partnership has disputed certain tax assessments arising out of
the restructuring of the Company in 2013. See Note 8, Other Assets, Net and Note 17, Commitments and Contingencies – Legal Matters. With the exception of
those matters, as of June 30, 2015, it has been determined there are no uncertain tax positions likely to impact the Company.
The Partnership files tax returns as prescribed by the tax laws of the jurisdictions in which it operates and is subject to examination by federal, state and local
jurisdictions, were applicable. As of June 30, 2015, tax years beginning in fiscal 2010 remain open to examination by the major tax jurisdictions, and are subject
to the statute of limitations.
NOTE 15 – SEGMENT INFORMATION
The Company operates in three reportable segments, the operation of the Hotel (“Hotel Operations”), the operation of its multi-family residential properties
(“Real Estate Operations”) and the investment of its cash in marketable securities and other investments (“Investment Transactions”). These three operating
segments, as presented in the financial statements, reflect how management internally reviews each segment’s performance. Management also makes
operational and strategic decisions based on this information.
Information below represents reported segments for the years ended June 30, 2015 and 2014. Segment loss from Hotel operations consists of the operation of
the Hotel and operation of the garage. Segment income from real estate operations consists of the operation of the rental properties. Income (loss) from
investments consists of net investment gain (loss), dividend and interest income and investment related expenses.
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As of and for the year
ended June 30, 2015
Revenues
Segment operating expenses
Segment income (loss) from operations
Interest expense - mortgage
Interest expense - occupancy tax
Loss on extinguishment of debt
Loss on disposal of assets
Other real estate income
Gain on sale of real estate
Depreciation and amortization expense
Loss from investments
Income tax expense
Net income (loss)
Total assets
As of and for the year
ended June 30, 2014
Revenues
Segment operating expenses
Segment income (loss) from operations
Interest expense - mortgage
Interest expense - occupancy tax
Loss on extinguishment of debt
Loss on disposal of assets
Depreciation and amortization expense
Gain from investments
Income tax benefit
Net income (loss)
Total assets
Hotel
Operations
$ 56,811,000
(47,016,000)
9,795,000
(7,234,000)
-
-
(47,000)
-
-
(2,902,000)
-
-
Real Estate
Operations
$ 15,926,000
(8,237,000)
7,689,000
(2,919,000)
-
-
-
458,000
11,100,000
(2,041,000)
-
-
(388,000) $ 14,287,000
$ 55,768,000
$
$ 54,537,000
Investment
Transactions
-
$
-
-
-
-
-
-
-
-
-
(6,236,000)
-
$
Other
-
(2,859,000)
(2,859,000)
-
-
-
-
-
-
-
-
(2,747,000)
$ (6,236,000) $ (5,606,000) $
$ 20,909,000
$ 12,205,000
Total
$ 72,737,000
(58,112,000)
14,625,000
(10,153,000)
-
-
(47,000)
458,000
11,100,000
(4,943,000)
(6,236,000)
(2,747,000)
2,057,000
$ 143,419,000
Hotel
Operations
$ 50,963,000
(48,764,000)
2,199,000
(4,960,000)
(328,000)
(3,910,000)
(1,092,000)
(2,573,000)
-
-
$ (10,664,000) $
$ 41,897,000
Real Estate
Operations
$ 16,332,000
(8,982,000)
7,350,000
(3,026,000)
-
-
-
(2,150,000)
-
-
2,174,000
$ 63,697,000
Investment
Transactions
-
$
-
-
-
-
-
-
-
343,000
-
343,000
$
$ 27,257,000
Other
$
-
(2,168,000)
(2,168,000)
-
-
-
-
-
-
3,567,000
1,399,000
$
$ 32,609,000
Total
$ 67,295,000
(59,914,000)
7,381,000
(7,986,000)
(328,000)
(3,910,000)
(1,092,000)
(4,723,000)
343,000
3,567,000
$ (6,748,000)
$ 165,460,000
NOTE 16 – STOCK-BASED COMPENSATION PLANS
The Company follows the Statement of Financial Accounting Standards 123 (Revised), "Share-Based Payments" ("SFAS No. 123R"), which was primarily
codified into ASC Topic 718 “Compensation – Stock Compensation”, which addresses accounting for equity-based compensation arrangements, including
employee stock options and restricted stock units.
The Company currently has three equity compensation plans, each of which has been approved by the Company’s stockholders. The InterGroup Corporation
2008 Restricted Stock Unit Plan (the “2008 RSU Plan”), the InterGroup Corporation 2007 Stock Compensation Plan for Non-Employee Directors (the “2007
Stock Plan”) and the Intergroup 2010 Omnibus Employee Incentive Plan are described below. Any outstanding options issued under the Key Employee Plan or
the Non-Employee Director Plan remain effective in accordance with their terms.
Intergroup Corporation 2010 Omnibus Employee Incentive Plan
On February 24, 2010, the shareholders of the Company approved The Intergroup Corporation 2010 Omnibus Employee Incentive Plan (the “2010 Incentive
Plan”), which was formally adopted by the Board of Directors following the annual meeting of shareholders. The Company believes that such awards better
align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the
Company’s stock at the date of grant; those option awards generally vest based on 5 years of continuous service. Certain option and share awards provide for
accelerated vesting if there is a change in control, as defined in the 2010 Incentive Plan. The 2010 Incentive plan as modified in December 2013, authorizes a
total of up to 400,000 shares of common stock to be issued as equity compensation to officers and employees of the Company in an amount and in a manner to
be determined by the Compensation Committee in accordance with the terms of the 2010 Incentive Plan. The 2010 Incentive Plan authorizes the awards of
several types of equity compensation including stock options, stock appreciation rights, performance awards and other stock based compensation. The 2010
Incentive Plan will expire on February 23, 2020, if not terminated sooner by the Board of Directors upon recommendation of the Compensation Committee.
Any awards issued under the 2010 Incentive Plan will expire under the terms of the grant agreement.
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On December 26, 2013, the Compensation Committee authorized, subject to shareholder approval, a grant of non-qualified and incentive stock options for an
aggregate of 160,000 shares (the “Option Grant”) to the Company’s President and Chief Executive Officer, John V. Winfield. The stock option grant was
approved by shareholders on February 19, 2014. The grant of stock options was made pursuant to, and consistent with, the 2010 Incentive Plan, as proposed to
be amended. The non-qualified stock options are for 133,195 shares and have a term of ten years, expiring on December 26, 2023, with an exercise price of
$18.65 per share. The incentive stock options are for 26,805 shares and have a term of five years, expiring on December 26, 2018, with an exercise price of
$20.52 per share. In accordance with the terms of the 2010 Incentive Plan, the exercise prices were based on 100% and 110%, respectively, of the fair market
value of the Company’s common stock as determined by reference to the closing price of the Company’s common stock as reported on the NASDAQ Capital
Market on the date of grant. The stock options are subject to time vesting requirements, with 20% of the options vesting annually commencing on the first
anniversary of the grant date.
In February 2012, the Compensation Committee awarded 90,000 stock options to the Company’s Chairman, President and Chief Executive, John V. Winfield to
purchase up to 90,000 shares of common stock. The exercise price of the options is $19.77 which is the fair value of the Company’s Common Stock as reported
on NASDAQ on February 28, 2012. The options expire ten years from the date of grant. The options are subject to both time and market based vesting
requirements, each of which must be satisfied before the options are fully vested and eligible to be exercised. Pursuant to the time vesting requirements, the
options vest over a period of five years, with 18,000 options vesting upon each one year anniversary of the date of grant. Pursuant to the market vesting
requirements, the options vest in increments of 18,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above
the exercise price ($19.77) of the options. To satisfy this requirement, the common stock must trade at that increased level for a period of at least ten trading
days during any one quarter. As of June 30, 2015, only 18,000 of these options have met the market vesting requirements.
On March 16, 2010, the Compensation Committee authorized the grant of 100,000 stock options to the Company’s Chairman, President and Chief Executive,
John V. Winfield to purchase up to 100,000 shares of the Company’s common stock pursuant to the 2010 Incentive Plan. The exercise price of the options is
$10.30, which is 100% of the fair market value of the Company’s Common Stock as determined by reference to the closing price of the Company’s Common
Stock as reported on the NASDAQ Capital Market on March 16, 2010, the date of grant. The options expire ten years from the date of grant, unless earlier
terminated in accordance with the terms of the 2010 Incentive Plan. The options shall be subject to both time and market based vesting requirements, each of
which must be satisfied before options are fully vested and eligible to be exercised. Pursuant to the time vesting requirements, the options vest over a period of
five years, with 20,000 options vesting upon each one year anniversary of the date of grant. Pursuant to the market vesting requirements, the options vest in
increments of 20,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above the exercise price ($10.30) of the
options. To satisfy this requirement, the common stock must trade at that increased level for a period of at least ten trading days during any one quarter. As of
June 30, 2015, all the market vesting requirements have been met.
In June 2015, a director of the Company exercised 2,400 stock options with an exercise price of $18. The company received cash proceeds of $43,000 related to
the stock option exercise. The intrinsic value of the stock options exercised was $47,000.
During the years ended June 30, 2015 and 2014, the Company recorded stock option compensation expense of $664,000 and $476,000, respectively, related to
stock options previously issued. As of June 30, 2015, there was a total of $750,000 of unamortized compensation related to stock options which is expected to
be recognized over the weighted-average of 3.5 years.
Option-pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock.
The expected stock price volatility is based on analysis of the Company’s stock price history. The Company has selected to use the simplified method for
estimating the expected term. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock
options. No dividend yield is included as the Company has not issued any dividends and does not anticipate issuing any dividends in the future.
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The following table summarizes the stock options activity from June 30, 2013 through June 30, 2015:
Oustanding at
Granted
Exercised
Forfeited
Exchanged
Oustanding at
Exercisable at
Vested and Expected to vest at
Oustanding at
Granted
Exercised
Forfeited
Exchanged
Oustanding at
Exercisable at
Vested and Expected to vest at
Number of
Shares
Weighted Average Weighted Average Aggregate
Exercise Price
Remaining Life
Intrinsic Value
July 1, 2013
June 30, 2014
June 30, 2014
June 30, 2014
July 1, 2014
June 30, 2015
June 30, 2015
June 30, 2015
222,000 $
160,000
(15,000)
-
-
367,000 $
92,000 $
367,000 $
367,000 $
-
(2,400)
(5,000)
(9,600)
350,000 $
126,639 $
350,000 $
14.98
18.96
11.75
-
-
16.85
11.30
16.85
16.85
18.96
18.00
24.92
18.00
16.70
12.06
16.70
6.89 years $
1,353,000
7.71 years $
5.10 years $
7.71 years $
953,000
717,000
953,000
7.71 years $
953,000
6.95 years $
6.46 years $
6.95 years $
939,000
939,000
939,000
The InterGroup Corporation 2007 Stock Compensation Plan for Non-Employee Directors
The InterGroup Corporation 2007 Stock Compensation Plan for Non-Employee Directors (the “2007 Stock Plan”) was approved by the shareholders of the
Company on February 21, 2007, and was thereafter adopted by the Board of Directors. The 2007 Stock Plan will terminate upon the earlier of the date all shares
reserved for issuance have been awarded or February 21, 2017, if not sooner terminated by the Board upon recommendation by the Compensation Committee.
The stock available for issuance under the 2007 Stock Plan shall be unrestricted shares of the Company's Common Stock, par value $.01 per share, which may
be unissued shares or treasury shares. Subject to certain adjustments upon changes in capitalization, a maximum of 60,000 shares of the Common Stock will be
available for issuance to participants under the 2007 Stock Plan.
All non-employee directors are eligible to participate in the 2007 Plan. Each non-employee director as of the adoption date of the 2007 Stock Plan was granted
an award of 600 unrestricted shares of the Company’s Common Stock. On each July 1 following the adoption date of the 2007 Stock Plan, each non-employee
director shall receive an automatic grant of a number of shares of Company’s Common Stock equal in value to $18,000 based on 100% of the fair market value
(as defined) of the Common Stock on the date of grant, provided he or she holds such position on that date and the number of shares of Common Stock
available for grant under the 2007 Stock Plan is sufficient to permit such automatic grant. Any fractional shares resulting from such grant will be rounded up to
next highest whole share. All stock awards to non-employee directors will be fully vested on the date of grant. The dollar amount of the annual grant is subject
to further adjustment by the Board of Directors upon recommendation by the Compensation Committee.
The stock awards granted under the 2007 Stock Plan are shares of unrestricted Common Stock and are fully vested on the date of grant. The right of the non-
employee director to receive his or her annual grant of Common Stock is personal to the director and is not transferable. Once received, shares of Common
Stock awarded to the non-employee director are freely transferable subject to any requirements of Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). On June 28, 2007, Company filed a registration statement on Form S-8 to register the shares subject to the 2007 Stock Plan and
the Company’s two prior stock option plans under the Securities Act of 1933, as amended (the “Securities Act”). Upon recommendation of the Compensation
Committee, the Board may, at any time and from time to time and in any respect, amend or modify the 2007 Stock Plan. The Board must obtain stockholder
approval of any material amendment to the 2007 Stock Plan if required by any applicable law, regulation or stock exchange rule. The Board of Directors may
amend the 2007 Stock Plan or any award agreement, which amendment may be retroactive, in order to conform it to any present or future law, regulation or
ruling relating to plans of this or similar nature. No amendment or modification of the 2007 Stock Plan or any award agreement may adversely affect any
outstanding award without the written consent of the participant holding the award.
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Upon recommendation of the Compensation Committee, the Board of Directors, on February 23, 2011, voted to increase the annual grant awarded to each of the
non-employee directors to a number of shares of Company’s common stock equal in value to $22,000, effective as of the July 1, 2011 grant, while decreasing
the annual cash compensation payable to non-employee directors from $16,000 to $12,000 per year.
For the years ended June 30, 2015 and 2014, the four non-employee directors of the Company received a total grant of 4,608 and 4,192 shares of Common
Stock pursuant to the 2007 Stock Plan, respectively.
NOTE 17 – RELATED PARTY TRANSACTIONS
As discussed in Note 9 – Other Notes Payable, on July 2, 2014, the Partnership obtained from the Intergroup Corporation (the parent company) an unsecured
loan in the principal amount of $4,250,000.
As discussed in Note 12 – Management Agreements, effective December 1, 2013, the Partnership has a management agreement with GMP Management, Inc., a
company owned by a Justice limited partner and a related party.
In connection with the redemption of limited partnership interests of Justice Investors, Limited Partnership described in Note 2 above, Justice Operating
Company, LLC agreed to pay a total of $1,550,000 in fees to certain officers and directors of the Company for services rendered in connection with the
redemption of partnership interests, refinancing of Justice’s properties and reorganization of Justice Investors. This agreement was superseded by a letter dated
December 11, 2013 from Justice Investors, Limited Partnership, in which Justice Investors Limited Partnership assumed the payment obligations of Justice
Operating Company, LLC. The first payment under this agreement was made concurrently with the closing of the loan agreements described in Note 2 above,
with the remaining payments due upon Justice Investor’s having adequate available cash as described in the letter. As of June 30, 2015, $1,200,000 of these fees
remain payable.
Two general partners provided services to the Partnership through December 17, 2013. On December 18, 2013, the Partnership redeemed Evon’s partnership
interest and Portsmouth Square became the sole general partner. During the year ended June 30, 2014, the general partners were paid a total of $591,000, which
is included in “General and administrative” expense in the statements of operations and partners’ accumulated deficit. The total amount paid represents the
minimum base compensation of $285,000 plus $306,000, calculated at one and one-half percent of Hotel revenue. The Partnership’s obligation to pay Evon,
Justice’s former general partner, terminated as of December 18, 2013. Under the terms of the Justice Partnership Agreement, its current general partner,
Portsmouth, receives annual base compensation of $285,000, plus one percent of Hotel Revenue. During each of the years ended June 30, 2015 and 2014, total
compensation paid to Portsmouth under the new and previous agreements was $565,000 and $473,000, respectively. Amounts paid to Portsmouth are eliminated
in consolidation.
As Chairman of the Securities Investment Committee, 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 and
Chairman of InterGroup and oversees the investment activity of the Company. Depending on certain market conditions and various risk factors, the Chief
Executive Officer, his family and the Company 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 InterGroup, at risk in connection
with investment decisions made on behalf of the Company.
In fiscal year ended June 30, 2004, the disinterested members of the respective Boards of Directors of the Company and its subsidiaries, Santa Fe and
Portsmouth, established a performance based compensation program for the Company’s CEO to keep and retain his services as a direct and active manager of
the Company’s securities portfolio. Pursuant to the current criteria established by the Board, Mr. Winfield is entitled to performance based compensation for his
management of the Company’s securities portfolio equal to 20% of all net investment gains generated in excess of an annual return equal to the Prime Rate of
Interest (as published in the Wall Street Journal) plus 2%. Compensation amounts are calculated and paid quarterly based on the results of the Company’s
investment portfolio for that quarter. Should the Company have a net investment loss during any quarter, Mr. Winfield would not be entitled to any further
performance-based compensation until any such investment losses are recouped by the Company. This performance based compensation program may be
further modified or terminated at the discretion of the respective Boards of Directors. The Company’s CEO did not earn any performance based compensation
for the years ended June 30, 2015 and 2014.
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NOTE 18 – COMMITMENTS AND CONTINGENCIES
Franchise Agreements
The Partnership entered into a Franchise License agreement (the License agreement) with the HLT Franchise Holding LLC (Hilton) on November 24, 2004. The
term of the License agreement was for an initial period of 15 years commencing on the opening date, with an option to extend the license agreement for another
five years, subject to certain conditions. On June 26, 2015, Operating and Hilton entered into an amended franchise agreement which amongst other things
extended the franchise agreement through 2030, and also provided the Partnership certain key money cash incentives to be earned through 2030. The key money
cash incentives were received on July 1, 2015 and are included in accounts receivable at June 30, 2015.
Since the opening of the Hotel in January 2006, the Partnership has paid monthly royalties, program fees and information technology recapture charges equal to
a percent of the Hotel’s gross room revenue for the preceding calendar month. Total fees paid to Hilton for such services during fiscal 2015 and 2014 totaled
$3.6 million and $4.1 million, respectively.
Employees
As of June 30, 2015, the Partnership, through Operating, had approximately 312 employees. Approximately 79% of those employees were represented by one of
three labor unions, and their terms of employment were determined under a collective bargaining agreement (“CBA”) to which the Partnership was a party.
During the year ended June 30, 2014, the Partnership renewed the CBAs for the Local 2 (Hotel and Restaurant Employees), Local 856 (International
Brotherhood of Teamsters), and Local 39 (stationary engineers).
Negotiation of collective bargaining agreements, which includes not just terms and conditions of employment, but scope and coverage of employees, is a regular
and expected course of business operations for the Partnership. The Partnership expects and anticipates that the terms of conditions of CBAs will have an impact
on wage and benefit costs, operating expenses, and certain Hotel operations during the life of the each CBA, and incorporates these principles into its operating
and budgetary practices.
Legal Matters
In 2013, the City of San Francisco’s Tax Collector’s office claimed that Justice owed the City of San Francisco $2.1 million based on the Tax Collector’s
interpretation of the San Francisco Business and Tax Regulations Code relating to Transient Occupancy Tax and Tourist Improvement District Assessment.
This amount exceeds Justice’s estimate of the taxes owed, and Justice has disputed the claim and is seeking to discharge all penalties and interest charges
imposed by the Tax Collector attributed to its over payment. The Company paid the full amount in March 2014 as part of the appeals process but is reflecting
the amount on the balance sheet in “Other assets, net” as it is currently under protest.
Several legal matters are pending relating to the redemption transaction described in Note 2. On December 18, 2013, a Real Property Transfer Tax of
approximately $4.7 million was paid to the City and County of San Francisco (“CCSF”). CCSF required payment of the Transfer Tax as a condition to record
the transfer of the Hotel land parcel from Investors to Operating, which was necessary to effect the Loan Agreements. While the Partnership contends the
Transfer Tax that was assessed by CCSF was illegal and erroneous, the tax was paid, under protest, to facilitate the consummation of the redemption
transaction, the Loan Agreements and the recording of related documents. The Partnership has challenged CCSF’s imposition of the tax and filed a refund
lawsuit against CCSF in San Francisco County Superior Court. No prediction can be made as to whether any portion of the tax will be refunded.
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On February 13, 2014, Evon filed a complaint in San Francisco Superior Court against the Partnership, Portsmouth, and a limited partner and related party
asserting contract and tort claims based on Justice’s withholding of $4.7 million from a payment due to Holdings to pay the transfer tax described above. On
April 1, 2014, the defendants in the action removed the action to the United States District Court for the Northern District of California. Evon dismissed its
complaint on April 8, 2014 and, that same day, filed a second complaint in San Francisco Superior Court substantially similar to the dismissed complaint,
except for the omission of a federal cause of action. Evon’s current complaint in the action asserts causes of action for breach of contract and breach of the
implied covenant of good faith and fair dealing against Justice only; breach of fiduciary duty against Portsmouth only; conversion against Justice and
Portsmouth; and fraud/ and concealment against Justice, Portsmouth and a Justice limited partner and related party. In July 2014, Justice paid to Holdings a total
of $4.7 million, the amount Evon claims was incorrectly withheld from Holdings to pay the transfer tax described above. Defendants moved to compel
arbitration on August 5, 2014, and the Superior Court denied that motion on September 23, 2014. Defendants have appealed the order denying the motion to
compel arbitration. The parties have been engaged in settlement discussions, and have agreed to postpone activity in both the Superior Court and the Court of
Appeal while they attempt settlement. To date, the courts have been amenable to continuing all pending dates. The parties have not yet reached a final
settlement. No prediction can be given as to the ultimate outcome of this matter.
On April 21, 2014, the Partnership commenced an arbitration action against Glaser Weil Fink Howard Avchen & Shapiro, LLP (formerly known as Glaser Weil
Fink Jacobs Howard Avchen & Shapiro, LLP), Brett J. Cohen, Gary N. Jacobs, Janet S. McCloud, Paul B. Salvaty, and Joseph K. Fletcher III (collectively, the
“Respondents”) in connection with the redemption transaction. The arbitration alleges legal malpractice against the Respondents and also seeks declaratory
relief regarding provisions of the option agreement in the redemption transaction and regarding the engagement letter with Respondents. The arbitration is
pending before JAMS, Inc. in Los Angeles, but has been stayed pending conclusion of the action filed by Evon described above. No prediction can be given as
to the outcome of this matter.
On June 27, 2014, the Partnership commenced an action in San Francisco Superior Court against Evon, Holdings, and those partners who elected the alternative
redemption structure. The action seeks a declaration of the correct interpretation of (i) the special allocations sections of the Amended and Restated Agreement
of Limited Partnership of Justice with an effective date of January 1, 2013; and (ii) whether certain partners who elected the alternative redemption structure
breached the governing Limited Partnership Interest Redemption Option Agreement. The complaint states that these declarations are relevant to preparation of
the Partnership’s 2013 and 2014 state and federal tax returns and the associated Forms K-1 to be issued to affected current and former partners. The Partnership
filed a First Amended Complaint on October 31, 2014. Evon filed a cross-complaint on December 9, 2014, alleging fraudulent concealment and promissory
fraud against the Partnership in connection with the redemption transaction. The Partnership demurred to the cross-complaint, and that demurrer is still pending
in the Superior Court. The parties have been engaged in settlement discussions, and have agreed to postpone activity in this case while they attempt settlement.
To date, the court has been amenable to continuing all pending dates. The parties have not yet reached a final settlement. No prediction can be given as to the
outcome of this matter.
On March 20, 2015, the Partnership and Operating filed a case in the Supreme Court of the State of New York entitled Justice Investors and Justice Operating
Company, LLC v. Hilton Franchise LLC (the “Action”). On June 26, 2015, Operating and Hilton entered into a Settlement Agreement and Release (the
“Agreement”) to settle and release all claims arising out of or in connection with the Action. Under the terms of the Agreement, Hilton and Operating agreed to
amend the existing License Agreement (described above) between the Partnership and Hilton by extending it for 15 years, and for Hilton to pay to Operating
key money. Operating executed a self-exhausting, interest-free promissory note in favor of HLT Existing Franchise Holding LLC in the amount of the key
money, which provides that the key money is to be amortized, on a straight-line basis, over the 15 year term of the amended, extended Franchise Agreement.
Upon the Effective Date of the Agreement, Justice dismissed the Action.
The Partnership has not yet filed its 2014 federal and state partnership income tax returns. The outcome of the Declaratory Relief action pending in San
Francisco Superior Court will likely impact the filing of the 2014 tax returns, and the Partnership is working to resolve these issues.
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The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against
any such claims. Management does not believe that the impact of such matters will have a material effect on the financial conditions or result of operations
when resolved.
NOTE 19 – EMPLOYEE BENEFIT PLAN
Justice has a 401(k) Profit Sharing Plan (the “Plan”) for non-union employees who have completed six months of service. Justice provides a matching
contribution up to 4% of the contribution to the Plan based upon a certain percentage on the employees’ elective deferrals. Justice may also make discretionary
contributions to the Plan each year. Contributions made to the Plan amounted to $61,000 and $53,000 during the years ended June 30, 2015 and 2014,
respectively.
Certain employees of Justice who are members of various unions are covered by union-sponsored, collectively bargained, multi-employer health and welfare
and benefit pension plans. Justice does not contribute separately to those multi-employer plans.
NOTE 20 – SUBSEQUENT EVENTS
As of June 30, 2015, the Company had $13,231,000 (13,231 preferred shares) held in Comstock Mining, Inc. (“Comstock” – OTCBB: LODE) 7 1/2% Series A-
1 Convertible Preferred Stock (the “A-1 Preferred”) of Comstock. On August 27, 2015, all of such preferred stock was converted into common stock of
Comstock.
In July 2015, the Company purchased a single family house located in Los Angeles, California for $1,975,000 as a strategic investment.
In August 2015, the Company terminated its third party property management agreement for the management of the Company’s properties located in California
and will manage the properties in-house going forward.
The Company has evaluated all events occurring subsequent to June 30, 2015 and concluded that no additional subsequent events has occurred outside the
normal course of business operations that require disclosure.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness
of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the fiscal period
covered by this Annual Report on Form 10-K. Based upon such evaluation, the Chief Executive Officer and Principal Financial Officer have concluded that, as
of the end of such period, the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed in this filing is
accumulated and communicated to management and is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under
the Securities Exchange Act of 1934, for the Company. In establishing adequate internal control over financial reporting, management has developed and
maintained a system of internal control, policies and procedures designed to provide reasonable assurance that information contained in the accompanying
consolidated financial statements and other information presented in this annual report is reliable, does not contain any untrue statement of a material fact or
omit to state a material fact, and fairly presents in all material respects the financial condition, results of operations and cash flows of the Company as of and for
the periods presented in this annual report.
Management conducted an evaluation of the effectiveness of Company’s internal control over financial reporting using the framework in Internal Control—
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework (COSO
2013 Framework). Based on its evaluation under that framework, management concluded that the Company’s internal control over financial reporting was
effective as of June 30, 2015.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this Annual Report on Form
10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth certain information with respect to the Directors and Executive Officers of the Company as of June 30, 2015:
Position with the Company
Age
Term to Expire
Chairman of the Board; President
and Chief Executive Officer
Name
Class A Directors:
John V. Winfield (1)(4)(6)(7)
Jerold R. Babin (2)(3)(7)
Director
Class B Directors:
Yvonne L. Murphy (1)(2)(5)(6)(7)
William J. Nance (1)(2)(3)(4)(6)(7)
Class C Director:
John C. Love (3)(4)(5)
Other Executive Officers:
Director
Director
Director
68
81
58
71
Fiscal 2015 Annual Meeting
Fiscal 2015 Annual Meeting
Fiscal 2016 Annual Meeting
Fiscal 2016 Annual Meeting
75
Fiscal 2017 Annual Meeting
David C. Gonzalez
Vice President Real Estate
David T. Nguyen
Clyde W. Tinnen
Treasurer and Controller
Secretary
48
41
42
N/A
N/A
N/A
(1) Member of the Executive Committee
(2) Member of the Administrative and Compensation Committee
(3) Member of the Audit Committee
(4) Member of the Real Estate Investment Committee
(5) Member of the Nominating Committee
(6) Member of the Securities Investment Committee
(7) Member of the Special Strategic Options 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 appointed to the Board in 1982. He currently serves as the Company's Chairman of the Board, President and Chief
Executive Officer, having first been appointed as such in 1987. Mr. Winfield also serves as President, Chairman and Chief Executive Officer of the Company’s
subsidiaries, Santa Fe Financial Corporation ("Santa Fe") and Portsmouth Square, Inc. ("Portsmouth"), both public companies. Mr. Winfield also serves as
Chairman of the Board of Comstock Mining, Inc. (NYSE MKT: LODE), a public company in which he was elected a director on June 23, 2011. Mr. Winfield’s
extensive experience as an entrepreneur and investor, as well as his managerial and leadership experience from serving as a chief executive officer and director
of public companies, led to the Board’s conclusion that he should serve as a director of the Company.
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Jerold R. Babin — Mr. Babin was first appointed as a Director of the Portsmouth, a subsidiary of the Company, on February 1996. Mr. Babin was elected to
the Board of InterGroup in February 2014. Mr. Babin is a retail securities broker. From 1974 to 1989, he worked at Drexel Burnham and from 1989 to June 30,
2010, he worked for Prudential Securities (later Wachovia Securities and now Wells Fargo Advisors) where he held the title of First Vice-President. Mr. Babin
retired from his position at Wells Fargo advisors in June 2010. For the past 20 years, until present, Mr. Babin has also served as an arbitrator for FINRA
(formerly NASD). Mr. Babin’s extensive experience in the securities and financial markets as well has his experience in the securities and public company
regulatory industry led to the Board’s conclusion that he should serve as a director of the Company.
Yvonne L. Murphy — Mrs. Murphy was elected to the Board of InterGroup in February 2014. Mrs. Murphy has had an impressive 30-year history in corporate
management, legal research and legislative lobbying. She was a member of Governor Kenny C. Guinn’s executive staff in Nevada, and was employed for years
by the prestigious Jones Vargas law firm in Reno, Nevada. She served in nine legislative sessions during the most challenging years in Nevada’s history. Prior
to starting her own lobbying firm, Ms. Murphy worked for RR Partners in its corporate office in Las Vegas, Nevada and in the Government Affairs Division in
Reno. She has a Doctorate and a Masters in Business Administration from the California Pacific University.
William J. Nance — Mr. Nance is a Certified Public Accountant and private consultant to the real estate and banking industries. He is also President of Century
Plaza Printers, Inc. Mr. Nance was first elected to the Board in 1984. He served as the Company’s Chief Financial Officer from 1987 to 1990 and as Treasurer
from 1987 to June 2002. Mr. Nance is also a Director of Santa Fe and Portsmouth. Mr. Nance also serves as a director of Comstock Mining, Inc. Mr. Nance’s
extensive experience as a CPA and in numerous phases of the real estate industry, his business and management experience gained in running his own
businesses, his service as a director and audit committee member for other public companies and his knowledge and understanding of finance and financial
reporting, led to the Board’s conclusion that he should serve as a director of the Company.
John C. Love — Mr. Love was appointed to the Board in 1998. Mr. Love is an international hospitality and tourism consultant. He is a retired partner in the
national CPA and consulting firm of Pannell Kerr Forster and, for the last 30 years, a lecturer in hospitality industry management control systems and
competition & strategy at Golden Gate University and San Francisco State University. He is Chairman Emeritus of the Board of Trustees of Golden Gate
University and the Executive Secretary of the Hotel and Restaurant Foundation. Mr. Love is also a Director of Santa Fe and Portsmouth. Mr. Love’s extensive
experience as a CPA and in the hospitality industry, including teaching at the university level for the last 30 years in management control systems, and his
knowledge and understanding of finance and financial reporting, led to the Board’s conclusion that he should serve as a director of the Company.
David C. Gonzalez — Mr. Gonzalez was appointed Vice President Real Estate of the Company on January 31, 2001. Over the past 26 years, Mr. Gonzalez has
served in numerous capacities with the Company, including Controller and Director of Real Estate.
David T. Nguyen — Mr. Nguyen was appointed as Treasurer of the Company on February 26, 2003 and serves as the Company’s Principal Financial Officer.
Mr. Nguyen also serves as Treasurer of Santa Fe and Portsmouth, having been appointed to those positions on February 27, 2003. Mr. Nguyen is a Certified
Public Accountant and, from 1995 to 1999, was employed by PricewaterhouseCoopers LLP where he was a Senior Accountant specializing in real estate. Mr.
Nguyen served as the Company's Controller from 1999 to 2001 and from 2002 to the present.
Clyde W. Tinnen – Mr. Tinnen was appointed as Secretary of the Company on December 14, 2014. Mr. Tinnen also serves as Secretary of InterGroup and
Santa Fe, having been appointed to those positions on December 14, 2014. Mr. Tinnen is a corporate partner at the law firm of Withers Bergman LLP. Prior to
joining Withers Bergman LLP in April 2015, Mr. Tinnen was a corporate partner at Kelley Drye & Warren LLP, where he was employed from January 2010 to
March 2015, after previously working as a corporate associate with the law firm of Cravath, Swaine & Moore LLP from September 2006 to December 2009.
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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 Forms 3 and 4 and amendments thereto furnished to the Company during its most recent fiscal year and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent fiscal year, or written representations from certain reporting persons that no Forms
5 were required for those persons, the Company believes that during fiscal 2015 all filing requirements applicable to its officers, directors, and greater than ten-
percent beneficial owners were complied with.
Code of Ethics.
The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions, including its Board of Directors. A copy of the Code of Ethics is posted on the Company’s website at www.intgla.com.
The Company will provide to any person without charge, upon request, a copy of its Code of Ethics by sending such request to: The InterGroup Corporation,
Attn: Treasurer, 10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024. The Company will promptly disclose any amendments or waivers to its Code of
Ethics on Form 8-K and will post such information on its website.
BOARD AND COMMITTEE INFORMATION
InterGroup’s common stock is listed on the NASDAQ Capital Market tier of the NASDAQ Stock Market, LLC (“NASDAQ”). InterGroup is a Smaller
Reporting Company under the rules and regulations of the Securities and Exchange Commission (“SEC”). With the exception of the Company’s President and
CEO, John V. Winfield, all of InterGroup’s Board of Directors consists of “independent” directors as independence is defined by the applicable rules of the SEC
and NASDAQ.
Nominating Committee
The Company's Nominating Committee is comprised of two “independent” directors as independence is defined by the applicable rules of the SEC and
NASDAQ. Directors Babin and Murphy serve as the current members of the Nominating Committee. The Company has not established a charter for the
Nominating Committee and the Committee has no policy with regard to consideration of any director candidates recommended by security holders. As a smaller
reporting company whose directors own in excess of sixty percent of the voting shares of the Company, InterGroup has not deemed it appropriate to institute
such a policy. There have not been any material changes to the procedures by which security holders may recommend nominees to the Company’s board of
directors.
Audit Committee and Audit Committee Financial Expert
The Company is a Smaller Reporting Company under SEC rules and regulations. The Company’s Audit Committee is currently comprised of three members:
Directors Nance (Chairperson), Babin and Love, each of who meet the independence requirements of the SEC and NASDAQ as modified or supplemented from
time to time. The Company’s Board of Directors has determined that Directors Nance and Love also meet the Audit Committee Financial Expert requirement as
defined by the SEC and NASDAQ based on their qualifications and business experience discussed above in this Item 10.
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Item 11. Executive Compensation
The following table provides certain summary information concerning compensation awarded to, earned by, or paid to the Company’s principal executive
officer and other named executive officers of the Company whose total compensation exceeded $100,000 for all services rendered to the Company and its
subsidiaries for each of the Company’s last two completed fiscal years ended June 30, 2015 and 2014. There was no non-equity incentive plan compensation or
nonqualified deferred compensation earnings. There are currently no employment contracts with the executive officers.
Name and Position
John V. Winfield
Chairman, President and
Chief Executive Officer
David C. Gonzalez
Vice President - Real Esate
David T. Nguyen
Treasurer and Controller
SUMMARY COMPENSATION TABLE
Fiscal Year
Salary
Bonus
Stock Awards
Option Awards
Other
Compensation
Total
2015
2014
2015
2014
2015
2014
$
$
$
$
$
$
772,000(1) $
647,000(1) $
-
-
216,000
216,000
$
$
237,000(4) $
195,000(4) $
350,000
-
25,000
-
$
$
$
$
$
$
$
$
$
$
$
-
-
-
-
-
$
1,616,000(2) $
-
148,000(3)
920,000
239,000(3)(5) $ 2,502,000
$
-
-
-
-
$
$
$
$
-
-
-
-
$
$
$
$
566,000
216,000
262,000
195,000
(1) Mr. Winfield also serves as President and Chairman of the Board of the Company’s subsidiary, Santa Fe, and Santa Fe’s subsidiary, Portsmouth. Mr.
Winfield received a salary from Santa Fe and Portsmouth in the aggregate amount of $435,000 and $473,000 from those entities for the fiscal years 2015 and
2014. The amounts include director’s fees totaling $12,000 for each year.
(2) For fiscal 2014, the dollar amount reflects aggregate grant date fair value of options expected to vest, computed in accordance with FASB ASC Topic 718, of
160,000 stock options granted to Mr. Winfield on December 26, 2013 pursuant to the Company’s 2010 Incentive Plan. On December 26, 2013, the
Compensation Committee authorized, subject to shareholder approval, a grant of non-qualified and incentive stock options for an aggregate of 160,000 shares
(the “Option Grant”) to the Company’s President and Chief Executive Officer, John V. Winfield. The stock option grant was approved by shareholders on
February 19, 2014. The grant of stock options was made pursuant to, and consistent with, the 2010 Incentive Plan, as proposed to be amended. The non-
qualified stock options are for 133,195 shares and have a term of ten years, expiring on December 26, 2023, with an exercise price of $18.65 per share. The
incentive stock options are for 26,805 shares and have a term of five years, expiring on December 26, 2018, with an exercise price of $20.52 per share. In
accordance with the terms of the 2010 Incentive Plan, the exercise prices were based on 100% and 110%, respectively, of the fair market value of the
Company’s common stock as determined by reference to the closing price of the Company’s common stock as reported on the NASDAQ Capital Market on the
date of grant. The stock options are subject to time vesting requirements, with 20% of the options vesting annually commencing on the first anniversary of the
grant date.
(3) Amounts include annual premiums for split dollar whole life insurance policies owned by, and the beneficiary of which are, a trust for the benefit of Mr.
Winfield's family and compensation for a portion of the salary of an assistant. The amount of compensation related to the assistant was approximately $63,000
and $54,000 for the fiscal years 2015 and 2014, respectively. The annual insurance premiums paid were $85,000 for the same respective years. Santa Fe and
Portsmouth paid $43,000 of that amount. The Company has a secured right to receive, from any proceeds of the policies, reimbursement of all premiums paid
prior to any payment to the beneficiary.
(4) Mr. Nguyen’s salary is allocated approximately 50% to the Company and 50% to Santa Fe and Portsmouth.
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(5) In connection with the redemption of limited partnership interests of Justice in Note 2 of the consolidated financial statements, Justice agreed to pay a total of
$1,550,000 in fees to certain officers and directors of the Company for services rendered in connection with the redemption of partnership interests, refinancing
of Justice’s properties and reorganization of Justice Investors. The first payment under this agreement was made concurrently with the closing of the loan
agreements, with the remaining payments due upon Justice having adequate available cash.
Compensation Committee and Executive Compensation
The Company's Administrative and Compensation Committee (the “Compensation Committee”) is comprised of three “independent” members of the Board of
Directors as independence is defined by the applicable rules of the SEC and NASDAQ. Mr. Nance serves as Chairman of the Compensation Committee. The
Company has not established a charter for the Compensation Committee. The Compensation Committee reviews and recommends to the Board of Directors the
compensation for the Company’s Chief Executive Officer and other executive officers, including equity or performance based compensation and plans. The
Compensation Committee seeks to design and set compensation to attract and retain highly qualified executive officers and to align their interests with those of
long-term owners of the Company. The Compensation Committee may also make recommendations to the Board of Directors as to the amount and form of
director compensation. The Compensation Committee has not engaged any compensation consultants in determining the amount or form of executive of director
compensation, but does review and monitor published compensation surveys and studies. The Compensation Committee may delegate to the Company’s Chief
Executive Officer the authority to determine the compensation of certain executive officers. The Compensation Committee also oversees the Company’s 2007
Stock Plan, the 2008 RSU Plan and the 2010 Incentive Plan.
In fiscal year ended June 30, 2004, the disinterested members of the respective Boards of Directors of the Company and its subsidiaries, Santa Fe and
Portsmouth, established a performance based compensation program for the Company’s CEO to keep and retain his services as a direct and active manager of
the Company’s securities portfolio. Pursuant to the current criteria established by the Board, Mr. Winfield is entitled to performance based compensation for his
management of the Company’s securities portfolio equal to 20% of all net investment gains generated in excess of an annual return equal to the Prime Rate of
Interest (as published in the Wall Street Journal) plus 2%. Compensation amounts are calculated and paid quarterly based on the results of the Company’s
investment portfolio for that quarter. Should the Company have a net investment loss during any quarter, Mr. Winfield would not be entitled to any further
performance-based compensation until any such investment losses are recouped by the Company. This performance based compensation program may be
further modified or terminated at the discretion of the respective Boards of Directors. The Company’s CEO did not earn any performance based compensation
for the years ended June 30, 2015 and 2014.
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The following table sets forth information concerning option awards and stock awards for each named executive officer that were outstanding as of the end of
the Company’s last completed fiscal year ended June 30, 2015. There were no other equity incentive plan awards that were outstanding.
Outstanding Equity Awards at Fiscal Year Ended June 30, 2015
Name
John V. Winfield
John V. Winfield
John V. Winfield
John V. Winfield
Number of
securities
underlying
unexercised
options (#)
exercisable
Option Awards
Number of
securities
underlying
unexercised
options (#)
unexercisable
Option
exercise
price $
Option
expiration
date
100,000(1)
18,000
26,639(3)
5,361(3)
$
-
72,000(2) $
106,556(3) $
21,444(3) $
10.30
19.77
18.65
18.65
3/16/20
2/28/22
12/26/23
12/26/23
(1) Stock options issued to Mr. Winfield pursuant to the Company’s 2010 Incentive Plan are subject to both time and performance based vesting requirements,
each of which must be satisfied before the options are fully vested and eligible to be exercised. Pursuant to the time vesting requirements, the options vest over a
period of five years, with 20,000 options vesting upon each one year anniversary of the date of grant, March 16, 2010. Pursuant to the performance vesting
requirements, the options vest in increments of 20,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above
the exercise price ($10.30) of the options. To satisfy this requirement, the common stock must trade at that increased level for a period of at least ten trading
days during any one quarter. As of June 30, 2015, the performance vesting requirements of the options were satisfied.
(2) Stock options issued to Mr. Winfield pursuant to the Company’s 2010 Incentive Plan are subject to both time and performance based vesting requirements,
each of which must be satisfied before the options are fully vested and eligible to be exercised. Pursuant to the time vesting requirements, the options vest over a
period of five years, with 18,000 options vesting upon each one year anniversary of the date of grant, February 28, 2012. Pursuant to the performance vesting
requirements, the options vest in increments of 18,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above
the exercise price ($19.77) of the options. To satisfy this requirement, the common stock must trade at that increased level for a period of at least ten trading
days during any one quarter. As of June 30, 2015, 18,000 options have met the performance vesting requirements.
(3) On December 26, 2013, the Compensation Committee authorized, subject to shareholder approval, a grant of non-qualified and incentive stock options for an
aggregate of 160,000 shares (the “Option Grant”) to the Company’s President and Chief Executive Officer, John V. Winfield. The stock option grant was
approved by shareholders on February 19, 2014. The grant of stock options was made pursuant to, and consistent with, the 2010 Incentive Plan, as proposed to
be amended. The non-qualified stock options are for 133,195 shares and have a term of ten years, expiring on December 26, 2023, with an exercise price of
$18.65 per share. The incentive stock options are for 26,805 shares and have a term of five years, expiring on December 26, 2018, with an exercise price of
$20.52 per share. In accordance with the terms of the 2010 Incentive Plan, the exercise prices were based on 100% and 110%, respectively, of the fair market
value of the Company’s common stock as determined by reference to the closing price of the Company’s common stock as reported on the NASDAQ Capital
Market on the date of grant. The stock options are subject to time vesting requirements, with 20% of the options vesting annually commencing on the first
anniversary of the grant date.
David C. Gonzalez, VP of Real Estate and David Nguyen, Treasurer, the other highly compensated officers, do not have any outstanding equity rewards.
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Internal Revenue Code Limitations
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), provides that, in the case of a publicly held corporation, the corporation is not
generally allowed to deduct remuneration paid to its chief executive officer and certain other highly compensated officers to the extent that such remuneration
exceeds $1,000,000 for the taxable year. Certain remuneration, however, is not subject to disallowance, including compensation paid on a commission basis
and, if certain requirements prescribed by the Code are satisfied, other performance based compensation. Since InterGroup, Santa Fe and Portsmouth are each
public companies, the $1,000,000 limitation applies separately to the compensation paid by each entity. Stock option expenses are also amortized over a several
years. For fiscal years 2015 and 2014, no compensation paid by the Company to its CEO or other executive officers was subject the deduction disallowance
prescribed by Section 162(m) of the Code.
EQUITY COMPENSATION PLANS
The Company currently has three equity compensation plans, each of which has been approved by the Company’s stockholders. However, any outstanding
stock options issued under the Company’s prior equity compensation plans remain effective in accordance with their terms.
The purpose of the Company’s equity compensation plans is to provide a means whereby officers, directors and key employees of the Company develop a sense
of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and its shareholders. A further purpose of these plans is to provide a means through
which the Company may attract able individuals to become employees or serve as directors of the Company and to provide a means for such individuals to
acquire and maintain stock ownership in the Company, thereby strengthening their concern for the welfare of the Company.
The InterGroup Corporation 2007 Stock Compensation Plan for Non-Employee Directors
The InterGroup Corporation 2007 Stock Compensation Plan for Non-Employee Directors (the “2007 Stock Plan”) was approved by the shareholders of the
Company on February 21, 2007, and was thereafter adopted by the Board of Directors. The 2007 Plan will terminate upon the earlier of the date all shares
reserved for issuance have been awarded or February 21, 2017, if not sooner terminated by the Board upon recommendation by the Compensation Committee.
The stock available for issuance under the 2007 Stock Plan shall be unrestricted shares of the Company's common stock, par value $.01 per share, which may be
unissued shares or treasury shares. Subject to certain adjustments upon changes in capitalization, a maximum of 60,000 shares of the common stock will be
available for issuance to participants under the 2007 Stock Plan.
All non-employee directors are eligible to participate in the 2007 Stock Plan. Each non-employee director as of the adoption date of the 2007 Stock Plan was
granted an award of 600 unrestricted shares of the Company’s common stock. On each July 1 following the adoption date of the 2007 Stock Plan, each non-
employee director shall receive an automatic grant of a number of shares of company’s common stock equal in value to $18,000 based on 100% of the fair
market value (as defined) of the Common Stock on the date of grant, provided he or she holds such position on that date and the number of shares of Common
Stock available for grant under the 2007 Stock Plan is sufficient to permit such automatic grant. Any fractional shares resulting from such grant will be rounded
up to next highest whole share. All stock awards to non-employee directors will be fully vested on the date of grant. The dollar amount of the annual grant is
subject to further adjustment by the Board of Directors upon recommendation by the Compensation Committee. The stock awards granted under the 2007 Stock
Plan are shares of unrestricted common stock and are fully vested on the date of grant. The right of the non-employee director to receive his or her annual grant
of common stock is personal to the director and is not transferable. Once received, shares of common stock awarded to the non-employee director are freely
transferable subject to any requirements of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On June 28, 2007,
Company filed a registration statement on Form S-8 to register the shares subject to the 2007 Stock Plan and the Company’s two prior stock option plans under
the Securities Act of 1933, as amended (the “Securities Act”).
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Upon recommendation of the Compensation Committee, the Board may, at any time and from time to time and in any respect, amend or modify the 2007 Stock
Plan. The Board must obtain stockholder approval of any material amendment to the 2007 Stock Plan if required by any applicable law, regulation or stock
exchange rule. The Board of Directors may amend the 2007 Stock Plan or any award agreement, which amendment may be retroactive, in order to conform it to
any present or future law, regulation or ruling relating to plans of this or similar nature. No amendment or modification of the 2007 Stock Plan or any award
agreement may adversely affect any outstanding award without the written consent of the participant holding the award.
Upon recommendation of the Compensation Committee, the Board of Directors, on February 23, 2011, voted to increase the annual grant awarded to each of the
non-employee directors to a number of shares of Company’s common stock equal in value to $22,000, effective as of the July 1, 2011 grant, while decreasing
the annual cash compensation payable to non-employee directors from $16,000 to $12,000 per year.
For the years ended June 30, 2015 and 2014, the four non-employee directors of the Company received a total grant of 4,608 and 4,192 shares of Common
Stock pursuant to the 2007 Stock Plan, respectively.
The InterGroup Corporation 2008 Restricted Stock Unit Plan
On December 3, 2008, the Board of Directors adopted, subject to shareholder approval, a new equity compensation plan for its officers, directors and key
employees entitled, The InterGroup Corporation 2008 Restricted Stock Unit Plan (the “2008 RSU Plan”). The 2008 RSU Plan was approved and ratified by the
shareholders on February 18, 2009.
The 2008 RSU Plan authorizes the Company to issue restricted stock units (“RSUs”) as equity compensation to officers, directors and key employees of the
Company on such terms and conditions established by the Compensation Committee of the Company. RSUs are not actual shares of the Company’s common
stock, but rather promises to deliver common stock in the future, subject to certain vesting requirements and other restrictions as may be determined by the
Committee. Holders of RSUs have no voting rights with respect to the underlying shares of common stock and holders are not entitled to receive any dividends
until the RSUs vest and the shares are delivered. No awards of RSUs shall vest until at least six months after shareholder approval of the Plan. Subject to certain
adjustments upon changes in capitalization, a maximum of 200,000 shares of the common stock are available for issuance to participants under the 2008 RSU
Plan. The 2008 RSU Plan will terminate ten (10) years from December 3, 2008, unless terminated sooner by the Board of Directors. After the 2008 RSU Plan is
terminated, no awards may be granted but awards previously granted shall remain outstanding in accordance with the Plan and their applicable terms and
conditions.
The shares of common stock to be delivered upon the vesting of an award of RSUs have been registered under the Securities Act, pursuant to a registration
statement filed on Form S-8 by the Company on June 16, 2010. The grant of RSUs is personal to the recipient and is not transferable. Once received, shares of
common stock issuable upon the vesting of the RSUs are freely transferable subject to any requirements of Section 16(b) of the Exchange Act. Under the 2008
RSU Plan, the Compensation Committee also has the power and authority to establish and implement an exchange program that would permit the Company to
offer holders of awards issued under prior shareholder approved compensation plans to exchange certain options for new RSUs on terms and conditions to be
set by the Committee. The exchange program is designed to increase the retention and motivational value of awards granted under prior plans. In addition, by
exchanging options for RSUs, the Company will reduce the number of shares of common stock subject to equity awards, thereby reducing potential dilution to
stockholders in the event of significant increases in the value of its common stock.
As of June 30, 2015, there were no RSUs outstanding.
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The InterGroup Corporation 2010 Omnibus Employee Incentive Plan
On February 24, 2010, the shareholders of the Company approved The InterGroup Corporation 2010 Omnibus Employee Incentive Plan (the “2010 Incentive
Plan”), which was formally adopted by the Board of Directors following the annual meeting of shareholders. The 2010 Incentive Plan as modified in December
2013, authorizes a total of up to 400,000 shares of common stock to be issued as equity compensation to officers and employees of the Company in an amount
and in a manner to be determined by the Compensation Committee in accordance with the terms of the Plan. The 2010 Incentive Plan authorizes the awards of
several types of equity compensation including stock options, stock appreciation rights, performance awards and other stock based compensation. The 2010
Incentive Plan will expire on February 23, 2020, if not terminated sooner by the Board of Directors upon recommendation of the Compensation Committee.
Any awards issued under the Plan will expire under the terms of the grant agreement.
The shares of common stock to be issued under the 2010 Incentive Plan have been registered under the Securities Act, pursuant to a registration statement filed
on Form S-8 by the Company on June 16, 2010. Once received, shares of common stock issued under the Plan will be freely transferable subject to any
requirements of Section 16(b) of the Exchange Act.
On February 28, 2012, the Compensation Committee authorized the grant of 90,000 stock options to the Company’s Chairman, President and Chief Executive,
John V. Winfield to purchase up to 90,000 shares of the Company’s common stock pursuant to the 2010 Incentive Plan. The exercise price of the options is
$19.77, which equals 100% of the fair market value of the Company’s common stock as determined by reference to the closing price of the Company’s common
stock as reported on the NASDAQ Capital Market on February 28, 2012 the date of grant. The options expire ten years from the date of grant, unless earlier
terminated in accordance with the terms of the 2010 Plan. The options shall be subject to both time and market based vesting requirements, each of which must
be satisfied before options are fully vested and eligible to be exercised. Pursuant to the time vesting requirements, the options vest over a period of five years,
with 18,000 options vesting upon each one year anniversary of the date of grant. Pursuant to the market vesting requirements, the options vest in increments of
18,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above the exercise price ($19.77) of the options. To
satisfy this requirement, the common stock must trade at that increased level for a period of at least ten trading days during any one quarter. As of June 30,
2015, 18,000 options have met the market vesting requirements.
On December 26, 2013, the Compensation Committee authorized, subject to shareholder approval, a grant of non-qualified and incentive stock options for an
aggregate of 160,000 shares (the “Option Grant”) to the Company’s President and Chief Executive Officer, John V. Winfield. The stock option grant was
approved by shareholders on February 19, 2014. The grant of stock options was made pursuant to, and consistent with, the 2010 Incentive Plan, as proposed to
be amended. The non-qualified stock options are for 133,195 shares and have a term of ten years, expiring on December 26, 2023, with an exercise price of
$18.65 per share. The incentive stock options are for 26,805 shares and have a term of five years, expiring on December 26, 2018, with an exercise price of
$20.52 per share. In accordance with the terms of the 2010 Incentive Plan, the exercise prices were based on 100% and 110%, respectively, of the fair market
value of the Company’s common stock as determined by reference to the closing price of the Company’s common stock as reported on the NASDAQ Capital
Market on the date of grant. The stock options are subject to time vesting requirements, with 20% of the options vesting annually commencing on the first
anniversary of the grant date.
Compensation of Directors
Until fiscal 2011, each non-employee director received an annual cash retainer in the amount of $16,000, to be paid in equal quarterly payments. Upon
recommendation of the Compensation Committee, the Board of Directors, on February 23, 2011, voted to decrease the annual cash compensation payable to
non-employee directors from $16,000 to $12,000, effective as of fiscal year ended June 30, 2011. With the exception of members of the Audit Committee, non-
employee directors do not receive any additional fees for attending Board or Committee meetings, but are entitled to reimbursement of their reasonable
expenses to attend such meetings. Members of the Audit Committee are paid a fee of $1,000 per quarter, with the Chair of that Committee to receive $1,500 per
quarter. As an executive officer, the Company’s Chairman has elected to forego his annual board fees.
Non-employee directors are also eligible for grants of equity compensation under the Company’s 2007 Stock Plan and 2008 RSU Plan. Pursuant to the 2007
Stock Plan, each non-employee director was entitled to an annual grant of a number of shares of common stock of the Company equal in value to $18,000 based
on the fair market value of the Common Stock on the date of grant. To compensate for the $4,000 reduction in annual cash compensation payable to non-
employee directors as discussed above, the Board of Directors, upon recommendation of the Compensation Committee, increased the annual grant of common
stock to an amount equal in value to $22,000, effective as of the July 1, 2011 grant. Non-employee directors may also be eligible to participate in exchange
offers as may be authorized by the Compensation Committee under the 2008 RSU Plan to exchange previously issued stock options for RSUs.
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The following table sets forth the compensation paid to directors for the fiscal year ended June 30, 2015:
Name
John C. Love
William J. Nance
Jerold R. Babin
Yvonne L. Murphy
John V. Winfield(4)
DIRECTOR COMPENSATION
Fees Earned or
Paid in Cash(1)
Stock Awards
All Other
Compensation
Total
$
$
$
$
74,000(2) $
76,000(3) $
24,000
12,000
$
$
-
26,000(5)
26,000(5)
22,000(5)
22,000(5)
-
$
$
$
$
-
-
-
-
-
100,000
102,000
46,000
34,000
(1) Amounts shown include board retainer fees, committee fees and meeting fees.
(2) Mr. Love also serves as a director of the Company’s subsidiaries, Santa Fe and Portsmouth. Amounts shown include $8,000 in regular board and audit
committee fees paid by Santa Fe and $8,000 in regular board and audit committee fees paid by Portsmouth. These amounts also include $42,000 in special Hotel
committee fees paid by Portsmouth related to the oversight of its Hotel asset.
(3) Mr. Nance also serves as a director of the Company’s subsidiaries, Santa Fe and Portsmouth. Amounts shown include $8,000 in regular board and audit
committee fees paid by Santa Fe and $8,000 in regular board and audit committee fees paid by Portsmouth. These amounts also include $42,000 in special Hotel
committee fees paid by Portsmouth related to the oversight of its Hotel asset.
(4) As Chief Executive Officer, the Company’s Chairman, John V. Winfield, was not paid any board, committee or meetings fees. Mr. Winfield did receive a
total of $12,000 in regular board fees from the Company’s subsidiaries, which is reported on the Summary Compensation Table.
(5) Dollar amounts shown reflect the fair market value of $22,000 of common stock issued on July 4, 2014 pursuant to the Company’s 2007 Stock Plan and the
fair market value $4,000 related to the exercise of stock options.
Change in Control or Other Arrangements
Except for the foregoing, there are no other arrangements for compensation of Directors and there are no employment contracts between the Company and its
Directors or any change in control arrangements.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners.
The following table sets forth, as of August 20, 2015, certain information with respect to the beneficial ownership of Common Stock of the Company owned by
those persons or groups known by the Company to own more than five percent of the outstanding shares of Common Stock.
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Name and Address
of Beneficial Owner
Amount and Nature of
Beneficial Ownership(1)
Percent
of Class(2)
John V. Winfield
10940 Wilshire Blvd. Suite 2150
Los Angeles, CA 90024
1,584,161(3)
62.9%
(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 on the basis of 2,517,188 shares of Common Stock outstanding at August 20, 2015, plus any securities that person has the right to
acquire within 60 days pursuant to options, warrants, conversion privileges or other rights.
(3) Includes 126,639 shares that Mr. Winfield has a right to acquire pursuant to vested stock options.
Security Ownership of Management.
The following table sets forth, as of August 20, 2015, certain information with respect to the beneficial ownership of Common Stock of the Company owned by
(i) each Director and each of the named Executive Officers, and (ii) all Directors and Executive Officers as a group.
Name of
Beneficial Owner
John V. Winfield
William J. Nance
John C. Love
David C. Gonzalez
David T. Nguyen
Jerold R. Babin
Yvonne L. Murphy
All Directors and Executive Officers as a Group (8 persons)
Amount and Nature of
Beneficial Ownership(1)
Percent
of Class(2)
1,584,161(3)
58,591
19,161
26,769
3,000
2,282
.
2,282
1,696,246
70
62.9%
2.3%
0.8%
1.1%
*
*
*
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* 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 on the basis of 2,517,188 shares of Common Stock outstanding at August 20, 2015, plus any securities that person has the right to
acquire within 60 days pursuant to options, warrants, conversion privileges or other rights.
(3) Includes 126,639 shares that Mr. Winfield has a right to acquire pursuant to vested stock options.
Changes in Control.
There are no arrangements that may result in a change in control of the Company.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
The following table sets forth information as of June 30, 2015 with respect to compensation plans (including individual compensation arrangements) under
which equity securities of the Company are authorized for issuance, aggregated as follows:
Plan category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
(a)
Weighted-average
exercise price of
outstanding options
warrants and
rights
(b)
Remaining available for
future issuance under
equity compensation
plans(excluding securities
reflected in column (a))
(c)
350,000 $
None
350,000 $
16.70
N/A
16.70
101,893
None
101,893
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(a) There were 350,000 stock options outstanding as of June 30, 2015.
(b) Reflects the weighted average exercise price of all outstanding options.
(c) As of June 30, 2015 the Company had 22,046 shares of Common Stock available for future issuance pursuant to its 2007 Stock Compensation Plan for Non-
Employee Directors. Pursuant to the 2007 Plan, each non-employee director will receive, on July 1 of each year, an annual grant of a number of shares of
Common Stock of the Company equal in value to $22,000 based on the fair market value of the Common Stock on the date of grant. The Company also had
79,847 RSUs available for future issuance under the 2008 RSU Plan. As of June 30, 2015 there were no shares available for future issuance under the 2010
Omnibus Employee Incentive Pan.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On December 4, 1998, the Compensation Committee authorized the Company to obtain whole life and split dollar insurance policies covering the Company’s
President and Chief Executive Officer, Mr. Winfield. During fiscal 2014 and 2013, the Company paid annual premiums in the amount of approximately $85,000
for the split dollar 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.
On June 30, 1998, the Company’s Chairman and President entered into a voting trust agreement with the Company giving the Company the power to vote his
4.0% interest in the outstanding shares of the Santa Fe common stock.
As discussed in Note 12 – Management Agreements, effective December 1, 2013, the Partnership has a management agreement with GMP Management, Inc., a
company owned by a Justice limited partner and a related party.
In connection with the redemption of limited partnership interests of Justice Investors, Limited Partnership described in Note 2 above, Justice Operating
Company, LLC agreed to pay a total of $1,550,000 in fees to certain officers and directors of the Company for services rendered in connection with the
redemption of partnership interests, refinancing of Justice’s properties and reorganization of Justice Investors. This agreement was superseded by a letter dated
December 11, 2013 from Justice Investors, Limited Partnership, in which Justice Investors Limited Partnership assumed the payment obligations of Justice
Operating Company, LLC. The first payment under this agreement was made concurrently with the closing of the loan agreements described in Note 2 above,
with the remaining payments due upon Justice Investor’s having adequate available cash as described in the letter. As of June 30, 2015, $1,200,000 of these fees
remain payable.
Two general partners provided services to the Partnership through December 17, 2013. On December 18, 2013, the Partnership redeemed Evon’s partnership
interest and Portsmouth Square became the sole general partner. During the year ended June 30, 2014, the general partners were paid a total of $591,000, which
is included in “General and administrative” expense in the statements of operations and partners’ accumulated deficit. The total amount paid represents the
minimum base compensation of $285,000 plus $306,000, calculated at one and one-half percent of Hotel revenue. The Partnership’s obligation to pay Evon,
Justice’s former general partner, terminated as of December 18, 2013. Under the terms of the Justice Partnership Agreement, its current general partner,
Portsmouth, receives annual base compensation of $285,000, plus one percent of Hotel Revenue. During each of the years ended June 30, 2015 and 2014, total
compensation paid to Portsmouth under the new and previous agreements was $565,000 and $473,000, respectively. Amounts paid to Portsmouth are eliminated
in consolidation.
As Chairman of the Securities Investment Committee, the Company’s President and Chief Executive officer, John V. Winfield, oversees 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 and
Chairman of Santa Fe and Portsmouth and oversees the investment activity of those companies. Depending on certain market conditions and various risk
factors, the Chief Executive Officer, his family, Santa Fe and Portsmouth 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 Portsmouth, at risk in connection with investment decisions made on behalf of the Company. Under the direction of the Securities Investment
Committee, the Company has instituted certain modifications to its procedures to reduce the potential for conflicts of interest.
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The Company, its subsidiary Santa Fe and Santa Fe’s subsidiary, Portsmouth, have established performance based compensation programs for Mr. Winfield’s
management of the securities portfolios of those companies. The performance based compensation program was approved by the disinterested members of the
respective Boards of Directors of the Company and its subsidiaries. No performance bonus compensation was paid to Mr. Winfield for the fiscal years ended
June 30, 2015 and 2014.
Director Independence
InterGroup’s common stock is listed on the NASDAQ Capital Market tier of the NASDAQ Stock Market LLC (“NASDAQ”). InterGroup is a Smaller
Reporting Company under the rules and regulations of the SEC. The Board of Directors of InterGroup currently consists of five members. With the exception of
the Company’s President and CEO, John V. Winfield, all of InterGroup’s Board of Directors consists of “independent” directors as independence is defined by
the applicable rules of the SEC and NASDAQ. There are no members of the Company’s compensation, nominating or audit committees that do not meet those
independence standards.
Item 14. Principal Accounting Fees and Services.
Audit Fees - The aggregate fees billed for each of the last two fiscal years ended June 30, 2015 and 2014 for professional services rendered by Burr Pilger
Mayer, Inc., the independent registered public accounting firm for the audit of the Company’s annual financial statements and review of financial statements
included in the Company’s Form 10-Q reports or services normally provided by the independent registered public accounting firm in connection with statutory
and regulatory filings or engagements for those fiscal years, were as follows:
Audit fees
Audit related fees
Tax fees
All other fees
TOTAL:
Audit Committee Pre-Approval Policies
Fiscal Year
2015
2014
$
$
$
273,000
-
-
-
273,000
$
288,000
-
-
-
288,000
The Audit Committee shall pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the
Company by its independent registered public accounting firm, subject to any de minimus exceptions that may be set for non-audit services described in Section
10A(i)(1)(B) of the Exchange Act which are approved by the Committee prior to the completion of the audit. The Committee may form and delegate authority
to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services,
provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting. All of the services
described herein were approved by the Audit Committee pursuant to its pre-approval policies.
None of the hours expended on the independent registered public accounting firms’ engagement to audit the Company’s financial statements for the most recent
fiscal year were attributed to work performed by persons other than the independent registered public accounting firm’s full-time permanent employees.
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Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements
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The following financial statements of the Company are included in Part II, Item 8 of this Report at
pages 28 through 58:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets - June 30, 2015 and 2014
Consolidated Statements of Operations for Years Ended June 30, 2015 and 2014
Consolidated Statements of Shareholders’ Equity (Deficit) for Years Ended June 30, 2015 and 2014
Consolidated Statements of Cash Flows for Years Ended June 30, 2015 and 2014
Notes to the Consolidated Financial Statements
(a)(2) Financial Statement Schedules
All other schedules for which provision is made in Regulation S-X have been omitted because they are not required or are not applicable or the
required information is shown in the consolidated financial statements or notes to the consolidated financial statements.
(a)(3) Exhibits
Set forth below is an index of applicable exhibits filed with this report according to exhibit table number.
Exhibit Number
Description
3.(i)
3.1
3.2
3.3
3.4
Articles of Incorporation:
Certificate of Incorporation, dated September 11, 1985, incorporated by reference to Exhibit 3.1 of the Company’s Registration
Statement on Form S-4, filed on September 6, 1985 (Registration No. 33-00126) and Amendment 1 to that Registration Statement
filed on October 23, 1985.
Restated Certificate of Incorporation, dated March 9, 1998, incorporated by reference to Exhibit 3 of the Company’s Amended
Quarterly Report on Form 10-QSB/A for the period ended March 31, 1998, as filed on May 19, 1998.
Certificate of Amendment to Certificate of Incorporation, dated October 2, 1998, incorporated by reference to Exhibit 3 of the
Company’s Quarterly report on Form 10-QSB for the period ended September 30, 1998, as filed on November 11, 1998.
Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on August 6, 2007, incorporated
by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2007 as filed on
September 28, 2007.
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3.(ii)
4.
9.
10.
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Amended and Restated By-Laws of The InterGroup Corporation, effective as of December 10, 2007, incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed on December 12, 2007.
Instruments defining the rights of security holders including indentures*
Voting Trust Agreement: Voting Trust Agreement dated June 30, 1998 between John V. Winfield and The InterGroup Corporation is
incorporated by reference to the Company’s Annual Report on Form 10-KSB filed with the Commission on September 28, 1998.
Material Contracts:
1998 Stock Option Plan for Non-Employee Directors approved by the Board of Directors on December 8, 1998 and ratified by the
shareholders on January 27, 1999 (incorporated by reference to the Company’s Proxy Statement on Schedule 14A filed with the
Commission on December 21, 1998).
1998 Stock Option Plan for Selected Key Officers, Employees and Consultants approved by the Board of Directors on December 8,
1998 and ratified by the shareholders on January 27, 1999 (incorporated by reference to the Company’s Proxy Statement on
Schedule 14A filed with the Commission on December 21, 1998).
The InterGroup Corporation 2007 Stock Compensation Plan for Non-Employee Directors (incorporated by reference to the
Company’s Proxy Statement on Schedule 14A filed with the Commission on January 26, 2007).
Amended and Restated Agreement of Limited Partnership of Justice Investors, effective November 30, 2010 (incorporated by
reference to Exhibit 10.1 to the Company’s Form 10-Q Report for the quarterly period ended December 31, 2010, filed with the
Commission on February 11, 2011).
General Partner Compensation Agreement, dated December 1, 2008 (incorporated by reference to Exhibit 10.2 to Company’s Form
10-Q Report for the quarterly period ended December 31, 2008, filed with the Commission on February 12, 2009).
The InterGroup Corporation 2008 Restricted Stock Unit Plan, adopted by the Board of Directors on December 3, 2008, and ratified
by the shareholders on February 18, 2009 (incorporated by reference to the Company’s Proxy Statement on Schedule 14A, filed with
the Commission on January 21, 2009).
Restricted Stock Unit Agreement, dated February 18, 2009, between The InterGroup Corporation and John V. Winfield
(incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009,
as filed with the Commission on October 13, 2009).
The InterGroup Corporation 2010 Omnibus Employee Incentive Plan, approved by the shareholders and adopted by the Board of
Directors on February 24, 2010 (incorporated by reference to the Company’s Proxy Statement on Schedule 14A, filed with the
Commission on January 27, 2010).
Employee Stock Option Agreement, dated March 16, 2010, between The InterGroup Corporation and John V. Winfield
(incorporated by reference to Exhibit 10.9 of the Company’s report on Form 10-K for the fiscal year ended June 30, 2010, as filed
with the Commission on September 27, 2010).
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10.10
10.11
10.12
10.13
10.14
10.15
14.
21.
23.1
31.1
31.2
32.1
32.2
Franchise License Agreement, dated December 10, 2004, between Justice Investors and Hilton Hotels (incorporated by reference to
Exhibit 10.10 of the Company’s amended report on Form 10-K/A for the fiscal year ended June 30, 2011, as filed with the
Commission on August 24, 2012).
Management Agreement, dated February 2, 2012, between Justice Investors and Prism Hospitality, L.P. (incorporated by reference to
Exhibit 10.11 of the Company’s amended report on Form 10-K/A for the fiscal year ended June 30, 2011, as filed with the
Commission on August 24, 2012).
Management Agreement, dated August 1, 2005, between Century West Properties, Inc. and The InterGroup Corporation
(incorporated by reference to Exhibit 10.12 of the Company’s amended report on Form 10-K/A for the fiscal year ended June 30,
2011, as filed with the Commission on August 24, 2012).
Employee Stock Option Agreement, dated February 28, 2012, between The InterGroup Corporation and John V. Winfield
(incorporated by reference to Exhibit 10.13 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2014, as
filed with the Commission on September 20, 2012).
Property Management Agreement, effective June 17, 2013, between R & K Interests, Inc., a California Corporation, doing business
as Investors’ Property Services and The InterGroup Corporation (incorporated by reference to Exhibit 10.1 of the Company’s current
report on Form 8-K as filed with the Commission on June 20, 2013).
Asset Management Agreement, effective July 1, 2013, between The InterGroup Corporation and Delta Alliance Capital
Management, LLC, a California limited liability company (incorporated by reference to Exhibit 10.2 or the Company’s current report
on Form 8-K as filed with the Commission on June 20, 2013).
Code of Ethics (filed herewith).
Subsidiaries (filed herewith)
Consent of Independent Registered Public Accounting Firm – Burr Pilger Mayer, Inc. (filed herewith).
Certification of Principal Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a) (filed herewith).
Certification of Principal Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a) (filed herewith).
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 (filed herewith).
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 (filed herewith).
* All Exhibits marked by one asterisk are incorporated herein by reference to the Trust's Registration Statement on Form S-4 as filed with the Securities and
Exchange Commission on September 6, 1985, Amendment No. 1 to Form S-4 as filed with the Securities and Exchange Commission on October 23, 1985,
Exhibit 14 to Form 8 Amendment No. 1 to Form 8 filed with the Securities & Exchange Commission November 1987 and Form 8 Amendment No. 1 Item 4
filed with the Securities & Exchange Commission October 1988.
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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.
SIGNATURES
Date: September 4, 2015
Date: September 4, 2015
THE INTERGROUP CORPORATION
(Registrant)
/s/ John V. Winfield
John V. Winfield, President,
Chairman of the Board and Chief Executive Officer
/s/ David T. Nguyen
David T. Nguyen, Treasurer and Controller
by
by
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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.
Signatures
/s/ John V Winfield
John V. Winfield
/s/ David T. Nguyen
David T. Nguyen
/s/ Jerold R. Babin
Jerold R. Babin
/s/ John C. Love
John C. Love
/s/ Yvonne L. Murphy
Yvonne L. Murphy
/s/ William J. Nance
William J. Nance
Title and Position
President, Chief Operating Officer and Chairman
of the Board (Principal Executive Officer)
Date
September 4, 2015
Treasurer and Controller (Principal Financial Officer)
September 4, 2015
Director
Director
Director
Director
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EXHIBIT 14
THE INTERGROUP CORPORATION
CODE OF ETHICS
FOR
SENIOR FINANCIAL OFFICERS
This Code of Ethics applies to The InterGroup Corporation ("InterGroup" or the "Company") Senior Financial Officers. "Senior Financial Officers" shall
include the principal executive officer, the principal accounting officer or controller, or persons performing similar functions, including InterGroup's President
and Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, Vice President, the Company’s Board of Directors and such other individuals as
determined from time to time by the Audit Committee of the Company for purposes of this Code of Ethics. The Company expects all employees, in carrying out
their job responsibilities, to act in accordance with the highest standards of personal and professional integrity, to comply with all applicable laws, and to abide
by InterGroup's other corporate policies and procedures adopted from time to time by the Company. This Code of Ethics supplements the foregoing with respect
to all Senior Financial Officers.
InterGroup's Senior Financial Officers will:
1. Engage in and promote honest and ethical conduct, acting with integrity and exercising at all times their best independent judgment;
2. Avoid actual or apparent conflicts of interest between personal and professional relationships and disclose to the Company's Audit Committee and
counsel any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
3. Produce full, fair, accurate, timely and understandable disclosure in reports and documents that InterGroup files with, or submits to, the Securities
and Exchange Commission and in other public communications made by InterGroup;
4. Comply with applicable governmental laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations of which
InterGroup is a member;
5. Maintain the confidentiality of Company information, except when authorized or otherwise required to make any disclosure, and avoid the use of
any Company information for personal advantage;
6. Promote ethical and honest behavior among employees under your supervision; and
7. Promptly report any possible violation of this Code of Ethics to the Audit Committee and the Company's counsel.
All Senior Financial Officers are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence InterGroup's
independent public accountant engaged in the performance of an audit or review of the financial statements of the Company for the purpose of rendering the
financial statements of InterGroup misleading.
The Audit Committee of the Board of Directors shall approve any waiver or amendment of this Code of Ethics, and any such waiver or amendment shall be
disclosed promptly as required by law and SEC regulations.
All Senior Financial Officers will be held accountable for their adherence to this Code of Ethics. Failure to observe the terms of this Code of Ethics may result
in disciplinary action, up to and including termination of employment. Violations of this Code of Ethics may also constitute violations of law, and may result in
civil and criminal penalties for the individual, his or her supervisor and/or InterGroup.
If a Senior Financial Officer has any questions regarding the best course of action in a particular situation, he or she should promptly contact the Chairman of
the Audit Committee or the Company's counsel. An individual may choose to remain anonymous in reporting any possible violation of this Code of Ethics.
Date: 09/03/2015 05:52 PM
Client: v419740_INTERGROUP CORP_10-K
Vintage
Project: v419740 Form Type: 10-K
File: v419740_ex21.htm Type: EX-21 Pg: 1 of 1
SUBSIDAIRIES OF THE INTERGROUP CORPORATION
EXHIBIT 21
(1) Intergroup Summit Hills, Inc. (incorporated on August 12, 1993 in TX)
(2) Intergroup Mariposa, Inc. (incorporated on June 23, 1994 in TX)
(3) Intergroup Arlington Arms, Inc. (incorporated on August 5, 1993 in TX)
(4) Intergroup Woodland Village, Inc. (incorporated on August 5, 1993 in OH)*
(5) Intergroup Cross Keys, Inc. (incorporated on April 1, 1994 in MO)
(6) Intergroup Bridgeton, Inc. (incorporated on May 12, 1994 in MO)
(7) Intergroup Whisperwood, Inc. (incorporated on June 20, 1994 in PA)
(8) Intergroup Entertainment Corp. (incorporated on December 23, 1993 in DE)
(9) Mutual Real Estate Corp. (incorporated on March 10, 1994 in TX)
(10) Broadview Enterprises, Inc. (incorporated April 14, 1995 in MO)
(11) Wayward, Inc. (incorporated April 18, 1995 in MO)
(12) Golden West Entertainment, Inc. (incorporated February 15, 1990 in CA)
(13) Golden West Television Productions, Inc. (incorporated September 17, 1991 in CA)
(14) Golden West Television Productions, Inc. (incorporated March 17, 1986 in NY)
(15) Intergroup Meadowbrook Gardens, Inc. (incorporated on June 23, 1994 in NJ)
(16) Intergroup Pine Lake, Inc. (incorporated on February 9, 1996 in KY)
(17) Bellagio Capital Fund, LLC (established on June 18, 1997 in NV)
(18) Healthy Planet Communications, Inc. (incorporated July 3, 1997 in CA)
(19) Santa Fe Financial Corporation (incorporated July 25, 1967 in NV)**
(20) Portsmouth Square, Inc. (incorporated July 6, 1967 in CA)***
(21) 2301 Bel-Air Equity, Inc. (incorporated May 25, 2000 in CA)
(22) 11371 Ovada Properties, Inc. (incorporated May 25, 2000 in CA)
(23) 11361 Ovada Properties, Inc. (incorporated June 1, 2000 in CA)
(24) 11680 Bellagio Properties, Inc. (incorporated May 25, 2000 in CA)
(25) North Sepulveda Properties, Inc. (incorporated June 21, 2000 in CA)
(26) 11650 Bellagio Properties, Inc. (incorporated August 17, 2000 in CA)
(27) 11720 Bellagio Properties, Inc. (incorporated January 17, 2001 in CA)
(28) 636 Acanto Properties, Inc. (incorporated February 15, 2001 in CA)
(29) 614 Acanto Properties, Inc. (incorporated November 7, 2001 in CA)
(30) Intergroup Uluniu, Inc. (incorporated August 12, 2004 in HI)****
(31) 850 Moraga Properties LLC (formed on October 19, 2010 in CA)
(32) 855 Moraga Properties LLC (formed on October 19, 2010 in CA)
Unless otherwise indicated, all subsidiaries are 100%-owned.
* The InterGroup Corporation owns 44.6% of Intergroup Woodland Village, Inc. and 55.4% is owned by Santa Fe Financial Corporation.
** Santa Fe Financial Corporation is an approximately 81.3%-owned subsidiary of The InterGroup Corporation.
*** Santa Fe owns approximately 68.8% of Portsmouth Square, Inc. and The InterGroup Corporation owns approximately 13.1% of Portsmouth Square.
**** The InterGroup Corporation owns 50% of Intergroup Uluniu, Inc. and Portsmouth Square, Inc. owns 50%.
Date: 09/03/2015 05:52 PM
Client: v419740_INTERGROUP CORP_10-K
Vintage
Project: v419740 Form Type: 10-K
File: v419740_ex23-1.htm Type: EX-23.1 Pg: 1 of 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration Nos. 333-144122 and 333-167570) of The
InterGroup Corporation of our report dated September 4, 2015, relating to the consolidated financial statements, which appear in this Form 10-K.
/s/ Burr Pilger Mayer, Inc.
San Francisco, California
September 4, 2015
Date: 09/03/2015 05:52 PM
Client: v419740_INTERGROUP CORP_10-K
Vintage
Project: v419740 Form Type: 10-K
File: v419740_ex31-1.htm Type: EX-31.1 Pg: 1 of 1
EXHIBIT 31.1
I, John V. Winfield, certify that:
1. I have reviewed this annual report on Form 10-K of The InterGroup Corporation;
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: September 4, 2015
/s/John v. Winfield
John V. Winfield
President and Chief Executive Officer
(Principal Executive Officer)
Date: 09/03/2015 05:52 PM
Client: v419740_INTERGROUP CORP_10-K
Vintage
Project: v419740 Form Type: 10-K
File: v419740_ex31-2.htm Type: EX-31.2 Pg: 1 of 1
EXHIBIT 31.2
I, David T. Nguyen, certify that:
1. I have reviewed this annual report on Form 10-K of The InterGroup Corporation;
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: September 4, 2015
/s/ David T. Nguyen
David T. Nguyen
Treasurer and Controller
(Principal Financial Officer)
Date: 09/03/2015 05:52 PM
Client: v419740_INTERGROUP CORP_10-K
Vintage
Project: v419740 Form Type: 10-K
File: v419740_ex32-1.htm Type: EX-32.1 Pg: 1 of 1
EXHIBIT 32.1
Certification of Principal Executive Officer Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act Of 2002
In connection with the Annual Report of The InterGroup Corporation (the "Company") on Form 10-K for the fiscal year ended June 30, 2015, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, John V. Winfield, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(cid:120)
(cid:120)
The Report fully complies with the requirements of Section 13(a) or 5(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ John V. Winfield
John V. Winfield
President and Chief Executive Officer
(Principal Executive Officer)
Date: September 4, 2015
A signed original of this written statement required by Section 906 has been provided to The InterGroup Corporation and will be retained by The InterGroup
Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Date: 09/03/2015 05:52 PM
Client: v419740_INTERGROUP CORP_10-K
Vintage
Project: v419740 Form Type: 10-K
File: v419740_ex32-2.htm Type: EX-32.2 Pg: 1 of 1
EXHIBIT 32.2
Certification of Principal Financial Officer Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act Of 2002
In connection with the Annual Report of The InterGroup Corporation (the "Company") on Form 10-K for the fiscal year ended June 30, 2015, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, David T. Nguyen, Treasurer and Controller of the Company, serving as its Principal
Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my
knowledge, that:
(cid:120)
(cid:120)
The Report fully complies with the requirements of Section 13(a) or 5(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ David T. Nguyen
David T. Nguyen
Treasurer and Controller
(Principal Financial Officer)
Date: September 4, 2015
A signed original of this written statement required by Section 906 has been provided to The InterGroup Corporation and will be retained by The InterGroup
Corporation and furnished to the Securities and Exchange Commission or its staff upon request.