Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2020 | Jan. 29, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | INTERGROUP CORP | |
Entity Central Index Key | 0000069422 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,277,344 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
ASSETS | ||
Investment in Hotel, net | $ 37,970,000 | $ 38,769,000 |
Investment in real estate, net | 46,476,000 | 50,338,000 |
Investment in marketable securities | 22,008,000 | 6,178,000 |
Other investments, net | 71,000 | 278,000 |
Cash and cash equivalents | 16,815,000 | 14,163,000 |
Restricted cash | 8,235,000 | 14,123,000 |
Other assets, net | 1,982,000 | 1,985,000 |
Deferred tax asset | 4,979,000 | 4,383,000 |
Total assets | 138,536,000 | 130,217,000 |
Liabilities: | ||
Accounts payable and other liabilities - Justice | 6,031,000 | 7,414,000 |
Accounts payable and other liabilities | 3,761,000 | 4,213,000 |
Due to securities broker | 8,320,000 | 1,576,000 |
Obligations for securities sold | 704,000 | 294,000 |
Related party and other notes payable | 4,371,000 | 4,654,000 |
Finance leases | 901,000 | 1,098,000 |
Other notes payable - SBA Loans | 5,172,000 | 5,172,000 |
Line of credit payable | 2,985,000 | |
Mortgage notes payable - Hotel, net | 110,810,000 | 111,446,000 |
Mortgage notes payable - real estate, net | 69,203,000 | 65,612,000 |
Total liabilities | 209,273,000 | 204,464,000 |
Shareholders' deficit: | ||
Preferred stock, $.01 par value, 100,000 shares authorized; none issued | ||
Common stock, $.01 par value, 4,000,000 shares authorized; 3,404,982 and 3,404,982 issued; 2,280,674 and 2,288,809 outstanding, respectively | 33,000 | 33,000 |
Additional paid-in capital | 6,636,000 | 6,626,000 |
Accumulated deficit | (39,056,000) | (43,541,000) |
Treasury stock, at cost, 1,124,308 and 1,116,173 shares, respectively | (15,251,000) | (14,995,000) |
Total InterGroup shareholders' deficit | (47,638,000) | (51,877,000) |
Noncontrolling interest | (23,099,000) | (22,370,000) |
Total shareholders' deficit | (70,737,000) | (74,247,000) |
Total liabilities and shareholders' deficit | $ 138,536,000 | $ 130,217,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2020 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock , shares issued | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 4,000,000 | 4,000,000 |
Common stock, shares issued | 3,404,982 | 3,404,982 |
Common stock, shares outstanding | 2,280,674 | 2,288,809 |
Treasury stock, shares | 1,124,308 | 1,116,173 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||||
Total revenues | $ 6,663,000 | $ 18,740,000 | $ 13,572,000 | $ 37,886,000 |
Costs and operating expenses: | ||||
Depreciation and amortization expenses | (1,181,000) | (1,232,000) | (2,372,000) | (2,445,000) |
General and administrative expenses | (560,000) | (581,000) | (1,926,000) | (1,341,000) |
Total costs and operating expenses | (8,974,000) | (15,632,000) | (18,452,000) | (30,903,000) |
Loss (income) from operations | (2,311,000) | 3,108,000 | (4,880,000) | 6,983,000 |
Other income (expense): | ||||
Interest expense - mortgages | (2,241,000) | (2,330,000) | (4,556,000) | (4,727,000) |
Gain from sale of real estate | 12,043,000 | |||
Net gain (loss) on marketable securities | 3,501,000 | (53,000) | 3,248,000 | (198,000) |
Net gain (loss) on marketable securities - Comstock | (44,000) | (66,000) | 51,000 | (370,000) |
Impairment loss on other investments | (27,000) | (89,000) | ||
Dividend and interest income | 81,000 | 111,000 | 205,000 | 241,000 |
Trading and margin interest expense | (287,000) | (241,000) | (556,000) | (534,000) |
Total other income (expense), net | 983,000 | (2,579,000) | 10,346,000 | (5,588,000) |
(Loss) income before income taxes | (1,328,000) | 529,000 | 5,466,000 | 1,395,000 |
Income tax benefit (expense) | 265,000 | (149,000) | (1,710,000) | (371,000) |
Net (loss) income | (1,063,000) | 380,000 | 3,756,000 | 1,024,000 |
Less: Net loss (income) attributable to the noncontrolling interest | 998,000 | (132,000) | 729,000 | (440,000) |
Net (loss) income attributable to InterGroup Corporation | $ (65,000) | $ 248,000 | $ 4,485,000 | $ 584,000 |
Basic | $ (0.47) | $ 0.17 | $ 1.64 | $ 0.44 |
Diluted | 0.14 | 1.43 | 0.39 | |
Net income per share attributable to InterGroup Corporation | ||||
Basic | (0.03) | 0.11 | 1.96 | 0.25 |
Diluted | $ 0.09 | $ 1.71 | $ 0.22 | |
Weighted average number of basic common shares outstanding | 2,283,229 | 2,302,748 | 2,283,657 | 2,306,070 |
Weighted average number of diluted common shares outstanding | 2,617,224 | 2,633,143 | 2,617,652 | 2,636,465 |
Hotel [Member] | ||||
Revenues: | ||||
Total revenues | $ 3,109,000 | $ 14,901,000 | $ 6,534,000 | $ 30,330,000 |
Costs and operating expenses: | ||||
Total costs and operating expenses | (5,133,000) | (11,730,000) | (10,166,000) | (23,078,000) |
Real Estate [Member] | ||||
Revenues: | ||||
Total revenues | 3,554,000 | 3,839,000 | 7,038,000 | 7,556,000 |
Costs and operating expenses: | ||||
Total costs and operating expenses | $ (2,100,000) | $ (2,089,000) | $ (3,988,000) | $ (4,039,000) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | InterGroup Shareholder' Deficit [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance at Jun. 30, 2019 | $ 33,000 | $ 10,342,000 | $ (39,760,000) | $ (14,347,000) | $ (43,732,000) | $ (24,697,000) | $ (68,429,000) |
Beginning balance, shares at Jun. 30, 2019 | 3,404,982 | ||||||
Net income (loss) | 336,000 | 336,000 | 308,000 | 644,000 | |||
Stock options expense | 8,000 | 8,000 | 8,000 | ||||
Investment in Santa Fe | (147,000) | (147,000) | 74,000 | (73,000) | |||
Purchase of treasury stock | (156,000) | (156,000) | (156,000) | ||||
Ending balance at Sep. 30, 2019 | $ 33,000 | 10,203,000 | (39,424,000) | (14,503,000) | (43,691,000) | (24,315,000) | (68,006,000) |
Ending balance, shares at Sep. 30, 2019 | 3,404,982 | ||||||
Beginning balance at Jun. 30, 2019 | $ 33,000 | 10,342,000 | (39,760,000) | (14,347,000) | (43,732,000) | (24,697,000) | (68,429,000) |
Beginning balance, shares at Jun. 30, 2019 | 3,404,982 | ||||||
Net income (loss) | 1,024,000 | ||||||
Ending balance at Dec. 31, 2019 | $ 33,000 | 10,166,000 | (39,176,000) | (14,693,000) | (43,670,000) | (24,161,000) | (67,831,000) |
Ending balance, shares at Dec. 31, 2019 | 3,404,982 | ||||||
Beginning balance at Sep. 30, 2019 | $ 33,000 | 10,203,000 | (39,424,000) | (14,503,000) | (43,691,000) | (24,315,000) | (68,006,000) |
Beginning balance, shares at Sep. 30, 2019 | 3,404,982 | ||||||
Net income (loss) | 248,000 | 248,000 | 132,000 | 380,000 | |||
Stock options expense | 9,000 | 9,000 | 9,000 | ||||
Investment in Santa Fe | (46,000) | (46,000) | 22,000 | (24,000) | |||
Purchase of treasury stock | (190,000) | (190,000) | (190,000) | ||||
Ending balance at Dec. 31, 2019 | $ 33,000 | 10,166,000 | (39,176,000) | (14,693,000) | (43,670,000) | (24,161,000) | (67,831,000) |
Ending balance, shares at Dec. 31, 2019 | 3,404,982 | ||||||
Beginning balance at Jun. 30, 2020 | $ 33,000 | 6,626,000 | (43,541,000) | (14,995,000) | (51,877,000) | (22,370,000) | (74,247,000) |
Beginning balance, shares at Jun. 30, 2020 | 3,404,982 | ||||||
Net income (loss) | 4,550,000 | 4,550,000 | 269,000 | 4,819,000 | |||
Stock options expense | 5,000 | 5,000 | 5,000 | ||||
Purchase of treasury stock | (140,000) | (140,000) | (140,000) | ||||
Ending balance at Sep. 30, 2020 | $ 33,000 | 6,631,000 | (38,991,000) | (15,135,000) | (47,462,000) | (22,101,000) | (69,563,000) |
Ending balance, shares at Sep. 30, 2020 | 3,404,982 | ||||||
Beginning balance at Jun. 30, 2020 | $ 33,000 | 6,626,000 | (43,541,000) | (14,995,000) | (51,877,000) | (22,370,000) | (74,247,000) |
Beginning balance, shares at Jun. 30, 2020 | 3,404,982 | ||||||
Net income (loss) | 3,756,000 | ||||||
Ending balance at Dec. 31, 2020 | $ 33,000 | 6,636,000 | (39,056,000) | (15,251,000) | (47,638,000) | (23,099,000) | (70,737,000) |
Ending balance, shares at Dec. 31, 2020 | 3,404,982 | ||||||
Beginning balance at Sep. 30, 2020 | $ 33,000 | 6,631,000 | (38,991,000) | (15,135,000) | (47,462,000) | (22,101,000) | (69,563,000) |
Beginning balance, shares at Sep. 30, 2020 | 3,404,982 | ||||||
Net income (loss) | (65,000) | (65,000) | (998,000) | (1,063,000) | |||
Stock options expense | 5,000 | 5,000 | 5,000 | ||||
Purchase of treasury stock | (116,000) | (116,000) | (116,000) | ||||
Ending balance at Dec. 31, 2020 | $ 33,000 | $ 6,636,000 | $ (39,056,000) | $ (15,251,000) | $ (47,638,000) | $ (23,099,000) | $ (70,737,000) |
Ending balance, shares at Dec. 31, 2020 | 3,404,982 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 3,756,000 | $ 1,024,000 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 2,260,000 | 2,417,000 |
Gain from sale of real estate | (12,043,000) | |
Deferred taxes | (596,000) | 371,000 |
Net unrealized (gain) loss on marketable securities | (4,232,000) | 491,000 |
Impairment loss on other investments | 89,000 | |
Stock compensation expense | 10,000 | 17,000 |
Changes in operating assets and liabilities: | ||
Investment in marketable securities | (11,598,000) | 1,057,000 |
Other assets | 3,000 | (102,000) |
Accounts payable and other liabilities - Justice | (1,383,000) | (2,651,000) |
Accounts payable and other liabilities | (452,000) | 288,000 |
Due to securities broker | 6,744,000 | 726,000 |
Obligations for securities sold | 410,000 | (1,209,000) |
Net cash (used in) provided by operating activities | (17,032,000) | 2,429,000 |
Cash flows from investing activities: | ||
Payments for hotel investments | (333,000) | (909,000) |
Payments for real estate investments | (483,000) | (531,000) |
Proceeds from other investments | 118,000 | 48,000 |
Proceeds from sale of real estate | 15,178,000 | |
Payments for investment in Santa Fe | (97,000) | |
Net cash provided by (used in) investing activities | 14,480,000 | (1,489,000) |
Cash flows from financing activities: | ||
Net payments of mortgage and other notes payable | (190,000) | (2,386,000) |
Issuance cost from renewing line of credit | (5,000) | |
Issuance cost from refinance of mortgage notes payable - real estate | (233,000) | |
Purchase of treasury stock | (256,000) | (346,000) |
Net cash used in financing activities | (684,000) | (2,732,000) |
Net decrease in cash, cash equivalents and restricted cash | (3,236,000) | (1,792,000) |
Cash, cash equivalents and restricted cash at the beginning of the period | 28,286,000 | 25,132,000 |
Cash, cash equivalents and restricted cash at the end of the period | 25,050,000 | 23,340,000 |
Supplemental information: | ||
Interest paid | 4,631,000 | 4,799,000 |
Taxes paid | 2,741,000 | 39,000 |
Non-cash transaction: | ||
Additions to Hotel equipment through capital lease | $ 30,000 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The condensed consolidated financial statements included herein have been prepared by The InterGroup Corporation (“InterGroup” or the “Company”), without audit, according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures that are made are adequate to make the information presented not misleading. Further, the condensed consolidated financial statements reflect, in the opinion of management, all adjustments (which included only normal recurring adjustments) necessary for a fair statement of the financial position, cash flows and results of operations as of and for the periods indicated. It is suggested that these financial statements be read in conjunction with the audited financial statements of InterGroup and the notes therein included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020. The December 31, 2020 Condensed Consolidated Balance Sheet was derived from the Consolidated Balance Sheet as included in the Company’s Form 10-K for the year ended June 30, 2020. The results of operations for the six months ended December 31, 2020 are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2021. Basic and diluted income per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. The computation of diluted income 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 December 31, 2020, the Company had the power to vote 87.4% 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 3.7% interest in the common stock in Santa Fe owned by the Company’s Chairman and CEO, John V. Winfield, pursuant to a voting trust agreement entered into on June 30, 1998. Mr. Winfield, Chairman of the Board of both Santa Fe and InterGroup, is a control person of both entities. 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’s primary business is conducted through its general and limited partnership interest in Justice Investors Limited Partnership; a California limited partnership (“Justice” or the “Partnership”). InterGroup also directly owns approximately 13.5% of the common stock of Portsmouth. Justice, through its subsidiaries Justice Operating Company, LLC (“Operating”) and Justice Mezzanine Company, LLC (“Mezzanine”) owns and operates a 544-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. Mezzanine is a wholly-owned subsidiary of the Partnership; Operating is a wholly-owned subsidiary of Mezzanine. Mezzanine is the borrower under certain mezzanine 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) through January 31, 2030. Justice entered into a Hotel management agreement (“HMA”) with Interstate Management Company, LLC (“Interstate”) to manage the Hotel, along with its five-level parking garage, with an effective takeover date of February 3, 2017. The term of the management agreement is for an initial period of ten years commencing on the takeover date and automatically renews for successive one (1) year periods, to not exceed five years in the aggregate, subject to certain conditions. Under the terms on the HMA, base management fee payable to Interstate shall be one and seven-tenths percent (1.70%) of total Hotel revenue. On October 25, 2019, Interstate merged with Aimbridge Hospitality, North America’s largest independent hotel management firm. With the completion of the merger, the newly combined company will be positioned under the Aimbridge Hospitality name in the Americas. 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 fifteen apartment complexes, one commercial real estate property and three single-family houses. The properties are located throughout the United States, but are concentrated in Dallas, Texas and Southern California. The Company also has an investment in unimproved real property. As of December 31, 2020, all of the Company’s residential and commercial rental properties are managed in-house. Due to Securities Broker 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. Obligations 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 condensed consolidated statements of operations. Income Tax The Company consolidates Justice (“Hotel”) for financial reporting purposes and is not taxed on its non-controlling interest in the Hotel. The income tax expense during the six months ended December 31, 2020 and 2019 represent the income tax effect on the Company’s pretax income which includes its share in the net (loss) income of the Hotel. Recently Issued and Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases (Topic 842) Leases (Topic 842): Targeted Improvements On June 16, 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued Accounting Standard Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) |
Liquidity
Liquidity | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Liquidity | NOTE 2 - LIQUIDITY Historically, our cash flows have been primarily generated from our Hotel and real estate operations. However, the responses by federal, state, and local civil authorities to the COVID-19 pandemic has had a material detrimental impact on our liquidity. For the six months ended December 31, 2020, our net cash flow used in operations was $17,032,000. For the six months ended December 31, 2019, our net cash flow provided by operations was $2,429,000. We have taken several steps to preserve capital and increase liquidity at our Hotel, including implementing strict cost management measures to eliminate non-essential expenses, postponing capital expenditures, renegotiating certain reoccurring expenses, and temporarily closing certain hotel services and outlets. The Company had cash and cash equivalents of $16,815,000 and $14,163,000 as of December 31, 2020 and June 30, 2020, respectively. The Company had funds available from its investments in marketable securities of $22,008,000 as of December 31, 2020 net of $8,320,000 due to securities broker and $704,000 obligations for securities sold. As of June 30, 2020, the Company had funds available from investments in marketable securities of $6,178,000 net of $1,576,000 due to securities broker and $294,000 obligations for securities sold. In addition, the Hotel had $5,977,000 and $10,666,000 of restricted cash held by its senior lender Wells Fargo Bank, N.A. (“Lender”) as of December 31, 2020 and June 30, 2020, respectively. Of the $10,666,000 restricted cash held as of June 30, 2020, $2,432,000 was for a possible future property improvement plan (“PIP”) requested by our franchisor, Hilton. However, Hilton has confirmed that it will not require a PIP for our Hotel until relicensing which shall occur at the earlier of (i) January 2030, which is six years after the maturity date of our current senior and mezzanine loans, or (ii) upon the sale of our Hotel. On August 19, 2020, Lender released PIP deposits in the amount of $2,379,000 to the Hotel. The funds were utilized to fund operating expenses, including franchise and management fees and other expenses. On April 9, 2020, Justice entered into a loan agreement (“SBA Loan - Justice”) with CIBC Bank USA under the recently enacted CARES Act administered by the U.S. Small Business Administration. The Partnership received proceeds of $4,719,000 from the SBA Loan - Justice. In accordance with the requirements of the CARES Act, Justice has used proceeds from the loan primarily for payroll costs. As of December 31, 2020, Justice had used all proceeds of the SBA Loan - Justice in qualified expenses. The SBA Loan - Justice is scheduled to mature on April 9, 2022 and has a 1.00% interest rate. On April 27, 2020, InterGroup entered into a loan agreement (“SBA Loan - InterGroup”) with CIBC Bank USA under the CARES Act and received loan proceeds in the amount of $453,000. As of December 31, 2020, InterGroup had used all of the $453,000 loan proceeds in qualified payroll expenses. The SBA Loan – InterGroup is scheduled to mature on April 27, 2022 and has a 1.00% interest rate. All payments of principal and interests are deferred until July 2021, and the repayment obligations under both loans may be forgiven if the funds are used for payroll and other qualified expenses. The SBA Loans are subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. All unforgiven portion of the principal and accrued interest will be due at maturity. As of December 31, 2020, Justice and InterGroup have each submitted its application for full loan forgiveness. In order to increase its liquidity position and to take advantage of the favorable interest rate environment, InterGroup refinanced its 151-unit apartment complex in Parsippany, New Jersey on April 30, 2020, generating net proceeds of $6,814,000. In June 2020, InterGroup refinanced one of its California properties and generated net proceeds of $1,144,000. During the three months ended December 31, 2020, InterGroup completed refinancing on two of its California properties and generated net proceeds of $4,327,000. In January 2021, InterGroup refinanced an additional California property and generated net proceeds of $1,057,000. InterGroup is currently evaluating other refinancing opportunities and it could refinance additional multifamily properties should the need arise, or should management consider the interest rate environment favorable. InterGroup has an uncollateralized $8,000,000 revolving line of credit from CIBC Bank USA (“CIBC”) and the entire $8,000,000 is available to be drawn down as of December 31, 2020 should additional liquidity be necessary. On August 28, 2020, Santa Fe sold its 27-unit apartment complex located in Santa Monica, California for $15,650,000 and realized a gain on the sale of approximately $12,043,000. Santa Fe will manage its federal and state income tax liability, and anticipates the utilization of its available net operating losses and capital loss carryforwards. Santa Fe received net proceeds of $12,163,000 after selling costs and repayment of InterGroup’s RLOC of $2,985,000 as InterGroup had drawn on its RLOC in July 2018 to pay off the previous Fannie Mae mortgage on the property. Furthermore, pursuant to the Contribution Agreement between Santa Fe and InterGroup, Santa Fe paid InterGroup $662,000 from the sale. Santa Fe will not seek a replacement property. As the sole general partner of Justice that controls approximately 96.6% of the voting interest in the Partnership, Portsmouth has the ability to amend the partnership agreement to allow for capital calls to the limited partners of Justice if needed. The majority of any capital calls will be met by Portsmouth. Portsmouth will have financing availability, upon the authorization of the respective board of directors, to borrow from InterGroup and/or Santa Fe to meet any capital calls and its other obligations during the next twelve months and beyond. On August 28, 2020, the Board of InterGroup and Santa Fe passed resolutions, respectively, to provide funding to Portsmouth if necessary. On December 16, 2020, Justice and InterGroup entered into a loan modification agreement which increased Justice’s borrowing from InterGroup as needed up to $10,000,000 from its current loan balance of $3,000,000 due to InterGroup. On December 31, 2020, InterGroup advanced $700,000 to Justice per the aforementioned agreement. The Partnership is also allowed to seek additional loans and sell partnership interests. Upon the consent of the general partner and a super majority in interest, the Partnership may sell additional classes or series of units of the Partnership under certain conditions in order to raise additional capital. Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating and other expenditures, including management and franchise fees, corporate expenses, payroll and related costs, taxes, interest and principal payments on our outstanding indebtedness, and repairs and maintenance of the Hotel. Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities and capital improvements of the Hotel and our real estate properties. We will continue to finance our business activities primarily with existing cash, including from the activities described above, and cash generated from our operations. After considering our approach to liquidity and accessing our available sources of cash, we believe that our cash position, after giving effect to the transactions discussed above, will be adequate to meet anticipated requirements for operating and other expenditures, including corporate expenses, payroll and related benefits, taxes and compliance costs and other commitments, for at least twelve months from the date of issuance of these financial statements, even if current levels of low occupancy and low revenue per available room (“RevPAR”) were to persist. The objectives of our cash management policy are to maintain existing leverage levels and the availability of liquidity, while minimizing operational costs. We believe that our cash on hand, along with other potential aforementioned sources of liquidity that management may be able to obtain, will be sufficient to fund our working capital needs, as well as our capital lease and debt obligations for at least the next twelve months and beyond. However, there can be no guarantee that management will be successful with its plan. The following table provides a summary as of December 31, 2020, the Company’s material financial obligations which also includes interest payments. 6 Months Year Year Year Year Total 2021 2022 2023 2024 2025 Thereafter Mortgage and subordinated notes payable $ 181,372,000 $ 3,856,000 $ 3,142,000 $ 28,410,000 $ 108,348,000 $ 3,734,000 $ 33,882,000 Other notes payable 10,443,000 520,000 6,220,000 750,000 567,000 567,000 1,819,000 Interest 29,556,000 3,863,000 8,419,000 7,625,000 4,411,000 904,000 4,334,000 Total $ 221,371,000 $ 8,239,000 $ 17,781,000 $ 36,785,000 $ 113,326,000 $ 5,205,000 $ 40,035,000 |
Revenue
Revenue | 6 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 3 – REVENUE Our revenue from real estate is primarily rental income from residential and commercial property leases which is recorded when due from residents and is recognized monthly as earned. The following table present our Hotel revenue disaggregated by revenue streams. For the three months ended December 31, 2020 2019 Hotel revenues: Hotel rooms $ 2,584,000 $ 12,497,000 Food and beverage 76,000 1,425,000 Garage 424,000 776,000 Other operating departments 25,000 203,000 Total hotel revenue $ 3,109,000 $ 14,901,000 For the six months ended December 31, 2020 2019 Hotel revenues: Hotel rooms $ 5,474,000 $ 25,811,000 Food and beverage 113,000 2,647,000 Garage 894,000 1,512,000 Other operating departments 53,000 360,000 Total hotel revenue $ 6,534,000 $ 30,330,000 Performance obligations We identified the following performance obligations, for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services: ● Cancelable room reservations or ancillary services ● Noncancelable room reservations and banquet or conference reservations ● Other ancillary goods and services ● Components of package reservations Hotel revenue primarily consists of hotel room rentals, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking). Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component. We do not disclose the value of unsatisfied performance obligations for contracts with an expected length of one year or less. Due to the nature of our business, our revenue is not significantly impacted by refunds. Cash payments received in advance of guests staying at our hotel are refunded to hotel guests if the guest cancels within the specified time period, before any services are rendered. Refunds related to service are generally recognized as an adjustment to the transaction price at the time the hotel stay occurs or services are rendered. Contract assets and liabilities We do not have any material contract assets as of December 31, 2020 and June 30, 2020 other than trade and other receivables, net on our condensed consolidated balance sheets. Our receivables are primarily the result of contracts with customers, which are reduced by an allowance for doubtful accounts that reflects our estimate of amounts that will not be collected. We record contract liabilities when cash payments are received or due in advance of guests staying at our hotel, which are presented within accounts payable and other liabilities on our condensed consolidated balance sheets. Contract liabilities decreased to $221,000 as of December 31, 2020, from $375,000 as of June 30, 2020. The decrease for the six months ended December 31, 2020 was primarily driven by $154,000 of revenue recognized and refunds issued to guests as a result of the COVID-19 outbreak. Contract costs We consider sales commissions earned to be incremental costs of obtaining a contract with our customers. As a practical expedient, we expense these costs as incurred as our contracts with customers and lease agreements do not extend beyond one year. |
Investment in Hotel, Net
Investment in Hotel, Net | 6 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Investment in Hotel, Net | NOTE 4 – INVESTMENT IN HOTEL, NET Investment in hotel consisted of the following as of: Accumulated Net Book December 31, 2020 Cost Depreciation Value Land $ 2,738,000 $ - $ 2,738,000 Finance lease ROU assets 1,805,000 (448,000 ) 1,357,000 Furniture and equipment 30,282,000 (27,754,000 ) 2,528,000 Building and improvements 64,584,000 (33,237,000 ) 31,347,000 Investment in Hotel, net $ 99,409,000 $ (61,439,000 ) $ 37,970,000 Accumulated Net Book June 30, 2020 Cost Depreciation Value Land $ 2,738,000 $ - $ 2,738,000 Finance lease ROU assets 1,775,000 (291,000 ) 1,484,000 Furniture and equipment 30,528,000 (27,498,000 ) 3,030,000 Building and improvements 64,005,000 (32,488,000 ) 31,517,000 Investment in Hotel, net $ 99,046,000 $ (60,277,000 ) $ 38,769,000 |
Investment in Real Estate, Net
Investment in Real Estate, Net | 6 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Investment in Real Estate, Net | NOTE 5 – INVESTMENT IN REAL ESTATE, NET The Company’s investment in real estate includes fifteen apartment complexes, one commercial real estate property and three single-family houses. The properties are located throughout the United States, but are concentrated in Dallas, Texas and Southern California. The Company also has an investment in unimproved real property. Investment in real estate consisted of the following: As of December 31, 2020 June 30, 2020 Land $ 21,568,000 $ 23,565,000 Buildings, improvements and equipment 67,170,000 69,417,000 Accumulated depreciation (43,730,000 ) (44,112,000 ) 45,008,000 48,870,000 Land held for development 1,468,000 1,468,000 Investment in real estate, net $ 46,476,000 $ 50,338,000 On August 28, 2020, the Company sold its 27-unit apartment complex located in Santa Monica, California for $15,650,000 and realized a gain on the sale of approximately $12,043,000. We will manage our federal and state income tax liability, and anticipates the utilization of our available net operating losses and capital loss carryforwards. We received net proceeds of $12,163,000 after selling costs and repayment of the RLOC of $2,985,000 as we had drawn on our RLOC in July 2018 to pay off the previous Fannie Mae mortgage on the property. We will not seek a replacement property. On November 23, 2020, Santa Fe sold its 2-unit apartment complex in West Los Angeles, California to InterGroup for $1,530,000 in exchange for a reduction of $1,196,000 of its obligation to InterGroup. Santa Fe acquired the property on February 1, 2002 for $785,000. Outstanding mortgage on the property for $334,000 was simultaneously transferred to InterGroup. Santa Fe realized a gain on the sale of approximately $901,000, which was eliminated in consolidation at InterGroup. The sales price of the property represents its current value as of the sale date as appraised by a licensed independent third-party appraiser. The fairness of the sale terms of the transaction were reviewed and approved by the independent directors of Santa Fe and InterGroup, and unanimously approved by the entire Board of Directors of both companies. |
Investment in Marketable Securi
Investment in Marketable Securities | 6 Months Ended |
Dec. 31, 2020 | |
Investment In Marketable Securities | |
Investment in Marketable Securities | NOTE 6 – 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 transfer to its shareholders through income and/or capital gain. At December 31, 2020 and June 30, 2020, 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: Gross Unrealized Gross Net Fair Investment Cost Gain Unrealized Loss Unrealized Loss Value As of December 31, 2020 Corporate Equities $ 23,018,000 $ 4,001,000 $ (5,011,000 ) $ (1,010,000 ) $ 22,008,000 As of June 30, 2020 Corporate Equities $ 11,459,000 $ 902,000 $ (6,183,000 ) $ (5,281,000 ) $ 6,178,000 As of December 31, 2020 and June 30, 2020, approximately 3% and 11%, respectively, of the investment in marketable securities balance above is comprised of the common stock of Comstock Mining Inc (“Comstock”). As of December 31, 2020 and June 30, 2020, the Company had $4,472,000 and $5,734,000, respectively, of unrealized losses related to securities held for over one year; of which $4,322,000 and $5,427,000 are related to its investment in Comstock, respectively. Net gains (losses) on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of net loss on marketable securities for the three and six months ended December 31, 2020 and 2019, respectively: For the three months ended December 31, 2020 2019 Realized loss on marketable securities, net $ (672,000 ) $ (3,000 ) Unrealized gain (loss) on marketable securities, net 4,173,000 (50,000 ) Unrealized loss on marketable securities related to Comstock (44,000 ) (66,000 ) Net gain (loss) on marketable securities $ 3,457,000 $ (119,000 ) For the six months ended December 31, 2020 2019 Realized loss on marketable securities, net $ (934,000 ) $ (77,000 ) Unrealized gain (loss) on marketable securities, net 4,182,000 (121,000 ) Unrealized gain (loss) on marketable securities related to Comstock 51,000 (370,000 ) Net gain (loss) on marketable securities $ 3,299,000 $ (568,000 ) |
Other Investments, Net
Other Investments, Net | 6 Months Ended |
Dec. 31, 2020 | |
Other Investments [Abstract] | |
Other Investments, Net | NOTE 7 – OTHER INVESTMENTS, NET The Company may also invest, with the approval of the Executive Strategic Real Estate and 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 consolidated balance sheet as part of other investments, net of other than temporary impairment losses. Other investments, net consist of the following: Type December 31, 2020 June 30, 2020 Private equity hedge fund, at cost $ 71,000 $ 157,000 Other preferred stock, at cost - 121,000 $ 71,000 $ 278,000 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 - 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 and obligations for securities sold) or the nature and terms of the obligation (i.e., other notes payable and mortgage notes payable). The assets measured at fair value on a recurring basis are as follows: As of December 31, 2020 June 30, 2020 Assets: Total - Level 1 Total - Level 1 Investment in marketable securities: REITs and real estate companies $ 8,088,000 $ 2,365,000 Financial services 3,972,000 282,000 Energy 3,233,000 767,000 Consumer cyclical 1,887,000 295,000 Technology 1,428,000 121,000 Industrials 1,297,000 484,000 Basic material 1,269,000 1,209,000 Communication services 442,000 157,000 Healthcare 267,000 43,000 Other 125,000 38,000 Corporate bonds - 417,000 $ 22,008,000 $ 6,178,000 The fair values of investments in marketable securities are determined by the most recently traded price of each security at the balance sheet date. 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. The following table shows the fair value hierarchy for these assets measured at fair value on a non-recurring basis as follows: Net loss for the six months ended Assets Level 3 December 31, 2020 December 31, 2020 Other non-marketable investments $ 71,000 $ 71,000 $ (89,000 ) Net loss for the six months ended Assets Level 3 June 30, 2020 December 31, 2019 Other non-marketable investments $ 278,000 $ 278,000 $ - For the six months ended December 31, 2020 and 2019, we received distribution from other non-marketable investments of $118,000 and $48,000, respectively. 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 and holds less than 20% ownership in each of the 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. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 6 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | NOTE 9 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows. As of December 31, 2020 June 30, 2020 Cash and cash equivalents $ 16,815,000 $ 14,163,000 Restricted cash 8,235,000 14,123,000 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows $ 25,050,000 $ 28,286,000 Restricted cash is comprised of amounts held by lenders for payment of real estate taxes, insurance, replacement and capital addition reserves for the Hotel. As of June 30, 2020, restricted cash also includes key money received from Interstate that is restricted for capital improvements for the Hotel. As of December 31, 2020, the key money balance was zero as Hotel obtained approval from Interstate to use the funds for hotel operations during the first quarter of fiscal year 2021. |
Stock Based Compensation Plans
Stock Based Compensation Plans | 6 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation Plans | NOTE 10 – STOCK BASED COMPENSATION PLANS The Company follows Accounting Standard Codification (ASC) Topic 718 “Compensation – Stock Compensation”, which addresses accounting for equity-based compensation arrangements, including employee stock options and restricted stock units. Please refer to Note 16 – Stock Based Compensation Plans in the Company’s Form 10-K for the year ended June 30, 2020 for more detailed information on the Company’s stock-based compensation plans. During the three months ended December 31, 2020 and 2019, the Company recorded stock option compensation cost of $5,000 and $9,000, respectively, related to stock options that were previously issued. During the six months ended December 31, 2020 and 2019, the Company recorded stock option compensation cost of $10,000 and $17,000, respectively, related to stock options that were previously issued. As of December 31, 2020, there was a total of $8,000 of unamortized compensation related to stock options which is expected to be recognized over the weighted-average period of 1.17 years. In December 2018, the Company’s President and Chief Executive Officer, John V. Winfield exercised 26,805 vested Incentive Stock Options by surrendering 17,439 shares of the Company’s common stock at fair value as payment of the exercise price, resulting in a net issuance to him of 9,366 shares. No additional compensation expense was recorded related to the issuance. On February 25, 2020, shareholders of the Company voted in favor of amendments to the Company’s 2010 Omnibus Employee Incentive Plan (the “2010 Incentive Plan”) which would amend Section 1.3 of the 2010 Incentive Plan to extend the term from ten (10) years to sixteen (16) years, and Section 6.4 of the 2010 Incentive Plan to change “tenth (10th) anniversary date” to “twentieth (20th) anniversary date”. This would increase the term of the 2010 Incentive Plan to 20 years (expiring in February 2030 instead of February 2020) and also permit the existence of options with a term longer than ten years. The purpose of the amendment to the term is to extend its existence as our only equity incentive plan. The purpose of amendment of the allowable term of options is so that the Board may extend the term of the 100,000 options granted to John Winfield on March 16, 2010 from ten years to sixteen years so that these options will terminate on March 16, 2026 instead of on March 16, 2020, in recognition of Mr. Winfield’s contributions to and leadership of our Company. Upon approval of these amendments by the shareholders, our Board of Directors extended the term of Mr. Winfield’s options as described in this paragraph. As a result of extending Mr. Winfield’s options, the Company recorded stock option compensation cost of $116,000 in March 2020. 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. The following table summarizes the stock options activity from July 1, 2019 through December 31, 2020: Number of Weighted Average Weighted Average Aggregate Shares Exercise Price Remaining Life Intrinsic Value Oustanding at July 1, 2019 341,195 $ 16.95 3.07 years $ 4,680,000 Granted - - Exercised - - Forfeited - - Exchanged - - Outstanding at June 30, 2020 341,195 $ 16.95 3.83 years $ 3,271,000 Exercisable at June 30, 2020 323,195 $ 16.38 3.67 years $ 3,271,000 Vested and Expected to vest at June 30, 2020 341,195 $ 16.95 3.83 years $ 3,271,000 Oustanding at July 1, 2020 341,195 $ 16.95 3.83 years $ 3,271,000 Granted - - Exercised - - Forfeited - - Exchanged - - Outstanding at December 31, 2020 341,195 $ 16.95 3.32 years $ 5,004,000 Exercisable at December 31, 2020 333,995 $ 16.73 3.26 years $ 4,973,000 Vested and Expected to vest at December 31, 2020 341,195 $ 16.95 3.32 years $ 5,004,000 |
Segment Information
Segment Information | 6 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 11 – 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 three and six months ended December 31, 2020 and 2019. Operating income (loss) from hotel operations consists of the operation of the hotel and the garage. Operating income from real estate operations consists of the operation of rental properties. Operating loss from investment transactions consists of net investment gains (losses), impairment loss on other investments, net unrealized gain (loss) on other investments, dividend and interest income and trading and margin interest expense. The other segment consists of corporate general and administrative expenses and the income tax (expense) benefit for the entire Company. As of and for the three months Hotel Real Estate Investment ended December 31, 2020 Operations Operations Transactions Corporate Total Revenues $ 3,109,000 $ 3,554,000 $ - $ - $ 6,663,000 Segment operating expenses (5,133,000 ) (2,101,000 ) - (559,000 ) (7,793,000 ) Segment income (loss) from operations (2,024,000 ) 1,453,000 - (559,000 ) (1,130,000 ) Interest expense - mortgage (1,668,000 ) (573,000 ) - - (2,241,000 ) Depreciation and amortization expense (582,000 ) (599,000 ) - - (1,181,000 ) Gain from investments - - 3,224,000 - 3,224,000 Income tax benefit - - - 265,000 265,000 Net income (loss) $ (4,274,000 ) $ 281,000 $ 3,224,000 $ (294,000 ) $ (1,063,000 ) Total assets $ 45,990,000 $ 46,476,000 $ 22,079,000 $ 23,991,000 $ 138,536,000 For the three months Hotel Real Estate Investment ended December 31, 2019 Operations Operations Transactions Corporate Total Revenues $ 14,901,000 $ 3,839,000 $ - $ - $ 18,740,000 Segment operating expenses (11,730,000 ) (2,089,000 ) - (581,000 ) (14,400,000 ) Segment income (loss) from operations 3,171,000 1,750,000 - (581,000 ) 4,340,000 Interest expense - mortgage (1,735,000 ) (595,000 ) - - (2,330,000 ) Depreciation and amortization expense (611,000 ) (621,000 ) - - (1,232,000 ) Loss from investments - - (249,000 ) - (249,000 ) Income tax expense - - - (149,000 ) (149,000 ) Net income (loss) $ 825,000 $ 534,000 $ (249,000 ) $ (730,000 ) $ 380,000 As of and for the six months Hotel Real Estate Investment ended December 31, 2020 Operations Operations Transactions Corporate Total Revenues $ 6,534,000 $ 7,038,000 $ - $ - $ 13,572,000 Segment operating expenses (10,166,000 ) (3,988,000 ) - (1,926,000 ) (16,080,000 ) Segment income (loss) from operations (3,632,000 ) 3,050,000 - (1,926,000 ) (2,508,000 ) Interest expense - mortgage (3,368,000 ) (1,188,000 ) - - (4,556,000 ) Gain on sale of real estate 12,043,000 12,043,000 Depreciation and amortization expense (1,161,000 ) (1,211,000 ) - - (2,372,000 ) Gain from investments - - 2,859,000 - 2,859,000 Income tax expense - - - (1,710,000 ) (1,710,000 ) Net income (loss) $ (8,161,000 ) $ 12,694,000 $ 2,859,000 $ (3,636,000 ) $ 3,756,000 Total assets $ 45,990,000 $ 46,476,000 $ 22,079,000 $ 23,991,000 $ 138,536,000 For the six months Hotel Real Estate Investment ended December 31, 2019 Operations Operations Transactions Corporate Total Revenues $ 30,330,000 $ 7,556,000 $ - $ - $ 37,886,000 Segment operating expenses (23,078,000 ) (4,039,000 ) - (1,341,000 ) (28,458,000 ) Segment income (loss) from operations 7,252,000 3,517,000 - (1,341,000 ) 9,428,000 Interest expense - mortgage (3,527,000 ) (1,200,000 ) - - (4,727,000 ) Depreciation and amortization expense (1,204,000 ) (1,241,000 ) - - (2,445,000 ) Loss from investments - - (861,000 ) - (861,000 ) Income tax expense - - - (371,000 ) (371,000 ) Net income (loss) $ 2,521,000 $ 1,076,000 $ (861,000 ) $ (1,712,000 ) $ 1,024,000 |
Related Party and Other Financi
Related Party and Other Financing Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party and Other Financing Transactions | NOTE 12 – RELATED PARTY AND OTHER FINANCING TRANSACTIONS The following summarizes the balances of related party and other notes payable as of December 31, 2020 and June 30, 2020, respectively. As of December 31, 2020 June 30, 2020 Note payable - Hilton 2,850,000 3,008,000 Note payable - Interstate 1,521,000 1,646,000 SBA Loans 5,172,000 5,172,000 Total related party and other notes payable $ 9,543,000 $ 9,826,000 Note payable to Hilton (Franchisor) is a self-exhausting, interest free development incentive note which is reduced by approximately $316,000 annually through 2030 by Hilton if the Partnership is still a Franchisee with Hilton. On February 1, 2017, Justice entered into an HMA with Interstate to manage the Hotel with an effective takeover date of February 3, 2017. The term of the management agreement is for a n initial period of 10 years commencing on the takeover date and automatically renews for an additional year On April 9, 2020, Justice entered into a loan agreement (“SBA Loan - Justice”) with CIBC Bank USA under the recently enacted CARES Act administered by the U.S. Small Business Administration. The Partnership received proceeds of $4,719,000 from the SBA Loan - Justice. In accordance with the requirements of the CARES Act, Justice has used proceeds from the loan primarily for payroll costs. As of December 31, 2020, Justice had used all proceeds of the SBA Loan - Justice in qualified expenses. The SBA Loan - Justice is scheduled to mature on April 9, 2022 and has a 1.00% interest rate. On April 27, 2020, InterGroup entered into a loan agreement (“SBA Loan - InterGroup”) with CIBC Bank USA under the CARES Act and received loan proceeds in the amount of $453,000. As of December 31, 2020, InterGroup had used all of the $453,000 loan proceeds in qualified payroll expenses. The SBA Loan – InterGroup is scheduled to mature on April 27, 2022 and has a 1.00% interest rate. All payments of principal and interests are deferred until July 2021, and the repayment obligations under both loans may be forgiven if the funds are used for payroll and other qualified expenses. The SBA Loans are subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. All unforgiven portion of the principal and accrued interest will be due at maturity. As of December 31, 2020, Justice and InterGroup have each submitted its application for full loan forgiveness. As of December 31, 2020, the Company had finance lease obligations outstanding of $901,000. These finance leases expire in various years through 2023 at rates ranging from 4.62% to 6.25% per annum. Minimum future lease payments for assets under finance leases as of December 31, 2020 are as follows: For the year ending June 30, 2021 $ 262,000 2022 508,000 2023 188,000 Total minimum lease payments 958,000 Less interest on finance lease (57,000 ) Present value of future minimum lease payments $ 901,000 Future minimum principal payments for all related party and other financing transactions are as follows: For the year ending June 30, 2021 $ 678,000 2022 6,220,000 2023 750,000 2024 567,000 2025 567,000 Thereafter 1,661,000 $ 10,443,000 To fund the redemption of limited partnership interests and to repay the prior mortgage of $42,940,000, Justice obtained a $97,000,000 mortgage loan and a $20,000,000 mezzanine loan in December 2013. The mortgage loan is secured by the Partnership’s principal asset, the Hotel. The mortgage loan bears an interest rate of 5.275% per annum with interest only payments due through January 2017. Beginning in February 2017, the loan began to amortize over a thirty-year period through its maturity date of January 2024. Outstanding principal balance on the loan was $91,536,000 and $92,292,000 as of December 31, 2020 and June 30, 2020, respectively. As additional security for the mortgage loan, there is a limited guaranty executed by Portsmouth in favor of the mortgage lender. The mezzanine loan is secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. The mezzanine interest only loan had an interest rate of 9.75% per annum and a maturity date of January 1, 2024. As additional security for the mezzanine loan, there is a limited guaranty executed by Portsmouth in favor of the mezzanine lender. On July 31, 2019, Mezzanine refinanced the mezzanine loan by entering into a new mezzanine loan agreement (“New Mezzanine Loan Agreement”) with Cred Reit Holdco LLC in the amount of $20,000,000. The prior Mezzanine Loan which had a 9.75% per annum interest rate was paid off. Interest rate on the new mezzanine loan is 7.25% and the loan matures on January 1, 2024. Interest only payments are due monthly. Effective May 11, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under the environmental indemnity for Justice Investors limited partnership’s $97,000,000 mortgage loan and the $20,000,000 mezzanine loan. Pursuant to the agreement, InterGroup is required to maintain certain net worth and liquidity. As of December 31, 2020, InterGroup is in compliance with both requirements. However, due to the Hotel’s current low occupancy and its negative impact on the Hotel’s cash flow, Justice Operating Company, LLC may not meet certain of its loan covenants such as the Debt Service Coverage Ratio (“DSCR”) which would trigger the creation of a lock-box by the Lender for all cash collected by the Hotel. However, such lockbox has been created and utilized from the loan inception and will be in place up to loan maturity regardless of the DSCR. On July 2, 2014, the Partnership obtained from InterGroup 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 loan was extended to July 1, 2021. On December 16, 2020, Justice and InterGroup entered into a loan modification agreement which increased Justice’s borrowing from InterGroup as needed up to $10,000,000 from its current loan balance of $3,000,000 due to InterGroup. The balance of this loan was $3,700,00 and $3,000,000 as of December 31, 2020 and June 30, 2020, respectively, and is eliminated in the condensed consolidated balance sheets. In July 2018, InterGroup obtained a revolving $5,000,000 line of credit (“RLOC”) from CIBC Bank USA (“CIBC”). On July 31, 2018, $2,969,000 was drawn from the RLOC to pay off the mortgage note payable at Intergroup Woodland Village, Inc. (“Woodland Village”) and a new mortgage note payable was established at Woodland Village due to InterGroup for the amount drawn. Woodland Village holds a three-story apartment complex in Santa Monica, California and is a subsidiary of Santa Fe and the Company. The RLOC carries a variable interest rate of 30-day LIBOR plus 3%. Interest is paid on a monthly basis. The RLOC and all accrued and unpaid interest were due in July 2019. In July 2019, the Company obtained a modification from CIBC which increased the RLOC by $3,000,000 and extended the maturity date from July 24, 2019 to July 23, 2020. The $2,969,000 mortgage due to InterGroup carries same terms as InterGroup’s RLOC. In July 2020, InterGroup entered into a second modification agreement with CIBC which extended the maturity date of its RLOC to July 21, 2021. The $2,969,000 mortgage due to InterGroup was also extended to July 21, 2021. On August 28, 2020, Santa Fe sold its 27-unit apartment complex located in Santa Monica, California for $15,650,000 and received net proceeds of $12,163,000 after selling costs and repayment of InterGroup’s RLOC of $2,985,000. Furthermore, pursuant to the Contribution Agreement between Santa Fe and InterGroup, Santa Fe paid InterGroup $662,000 from the sale. On November 23, 2020, Santa Fe sold its 2-unit apartment complex in West Los Angeles, California to InterGroup for $1,530,000 in exchange for a reduction of $1,196,000 of its obligation to InterGroup. Santa Fe acquired the property on February 1, 2002 for $785,000. Outstanding mortgage on the property for $334,000 was simultaneously transferred to InterGroup. Santa Fe realized a gain on the sale of approximately $901,000, which was eliminated in consolidation at InterGroup. The sales price of the property represents its current value as of the sale date as appraised by a licensed independent third-party appraiser. The fairness of the sale terms of the transaction were reviewed and approved by the independent directors of Santa Fe and InterGroup, and unanimously approved by the entire Board of Directors of both companies. Four of the Portsmouth directors serve as directors of InterGroup. Two of those directors also serve as directors of Santa Fe. The two Santa Fe directors also serve as directors of InterGroup. As Chairman of the Executive Strategic Real Estate and Securities Investment Committee, the Company’s President and Chief Executive Officer (CEO), 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 the Portsmouth and Santa Fe and oversees the investment activity of those companies. Effective June 2016, Mr. Winfield became the Managing Director of Justice. Depending on certain market conditions and various risk factors, the Chief Executive Officer, Portsmouth and Santa Fe may, at times, invest in the same companies in which the Company invests. Such investments align the interests of the Company with the interests of related parties because it places the personal resources of the Chief Executive Officer and the resources of the Portsmouth and Santa Fe, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company. |
Accounts Payable and Other Liab
Accounts Payable and Other Liabilities - Justice | 6 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Liabilities - Justice | NOTE 13 – ACCOUNTS PAYABLE AND OTHER LIABILITIES - JUSTICE The following summarizes the balances of accounts payable and other liabilities – Justice as of December 31, 2020 and June 30, 2020. As of December 31, 2020 June 30, 2020 Trade payable $ 1,177,000 $ 3,000,000 Advance deposits 221,000 375,000 Property tax payable 523,000 523,000 Payroll and related accruals 2,221,000 1,969,000 Mortgage interest payable 416,000 527,000 Withholding and other taxes payable 519,000 370,000 Security deposit 52,000 52,000 Other payables 902,000 598,000 Total accounts payable and other liabilities - Justice $ 6,031,000 $ 7,414,000 |
Accounts Payable and Other Li_2
Accounts Payable and Other Liabilities | 6 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Liabilities | NOTE 14 – ACCOUNTS PAYABLE AND OTHER LIABILITIES The following summarizes the balances of accounts payable and other liabilities as of December 31, 2020 and June 30, 2020. As of December 31, 2020 June 30, 2020 Trade payable $ 510,000 $ 709,000 Advance deposits 318,000 422,000 Property tax payable 855,000 554,000 Payroll and related accruals 46,000 42,000 Interest payable 218,000 218,000 Withholding and other taxes payable 768,000 1,189,000 Security deposit 750,000 745,000 Other payables 296,000 334,000 Total accounts payable and other liabilities $ 3,761,000 $ 4,213,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS On January 8, 2021, the Company refinanced one of its California property’s $1.6 million Fannie Mae mortgage with a new Freddie Mac mortgage in the amount of $2.8 million at a fixed rate of 3.05% for 10-years. The Company received net proceeds of approximately $1.0 million. On January 15, 2021, we moved our corporate office from 12121 Wilshire Boulevard, Suite 610, Los Angeles, California to 1516 S. Bundy Dr., Suite 200, Los Angeles, California where we signed a four year lease. As of November 25, 2020, a group of less than ten shareholders of Santa Fe Financial Corporation approved a Corporate Action to distribute the assets of that company and then liquidate the corporate entity. The Corporate Action was approved by the holders of approximately 87.4% of the total issued and outstanding voting capital stock of that company entitled to vote on matters submitted to the holders of common stock as of that record date. The terms of the dissolution are: ● The assets of that company consist of: ○ 505,437 shares of Portsmouth Square, Inc. common stock with a per share price of $41.00 as of January 15, 2021 ○ Cash in the approximate amount of $6.0 million (net of income taxes paid) ● On the 20th calendar day following the date of mailing of the definitive information statement on Schedule 14C which was filed with the SEC on January 22, 2021, the holder of each share of Santa Fe common stock will receive .38 of a share of Portsmouth common stock and the amount of cash in Santa Fe divided by 1,339,310 (the number of issued and outstanding shares of Santa Fe common stock). Subsequent to when the cash of Santa Fe shall be distributed to all shareholders, net of tax liabilities, on a pro rata basis based upon number of shares of common stock of Santa Fe owned by each shareholder on the date of liquidation pursuant to the plan of liquidation and dissolution. With respect thereto, when stockholders of Santa Fe will receive 0.38 shares of Portsmouth stock for each share of Santa Fe stock owned, they will receive cash in lieu of fractional Portsmouth shares. In January 2021, InterGroup advanced $2,000,000 to Justice per the loan modification agreement entered into on December 16, 2020. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Due to Securities Broker | Due to Securities Broker 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. |
Obligations for Securities Sold | Obligations 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 condensed consolidated statements of operations. |
Income Tax | Income Tax The Company consolidates Justice (“Hotel”) for financial reporting purposes and is not taxed on its non-controlling interest in the Hotel. The income tax expense during the six months ended December 31, 2020 and 2019 represent the income tax effect on the Company’s pretax income which includes its share in the net (loss) income of the Hotel. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases (Topic 842) Leases (Topic 842): Targeted Improvements On June 16, 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued Accounting Standard Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) |
Liquidity (Tables)
Liquidity (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Material Financial Obligations | The following table provides a summary as of December 31, 2020, the Company’s material financial obligations which also includes interest payments. 6 Months Year Year Year Year Total 2021 2022 2023 2024 2025 Thereafter Mortgage and subordinated notes payable $ 181,372,000 $ 3,856,000 $ 3,142,000 $ 28,410,000 $ 108,348,000 $ 3,734,000 $ 33,882,000 Other notes payable 10,443,000 520,000 6,220,000 750,000 567,000 567,000 1,819,000 Interest 29,556,000 3,863,000 8,419,000 7,625,000 4,411,000 904,000 4,334,000 Total $ 221,371,000 $ 8,239,000 $ 17,781,000 $ 36,785,000 $ 113,326,000 $ 5,205,000 $ 40,035,000 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table present our Hotel revenue disaggregated by revenue streams. For the three months ended December 31, 2020 2019 Hotel revenues: Hotel rooms $ 2,584,000 $ 12,497,000 Food and beverage 76,000 1,425,000 Garage 424,000 776,000 Other operating departments 25,000 203,000 Total hotel revenue $ 3,109,000 $ 14,901,000 For the six months ended December 31, 2020 2019 Hotel revenues: Hotel rooms $ 5,474,000 $ 25,811,000 Food and beverage 113,000 2,647,000 Garage 894,000 1,512,000 Other operating departments 53,000 360,000 Total hotel revenue $ 6,534,000 $ 30,330,000 |
Investment in Hotel, Net (Table
Investment in Hotel, Net (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investment in Hotel | Investment in hotel consisted of the following as of: Accumulated Net Book December 31, 2020 Cost Depreciation Value Land $ 2,738,000 $ - $ 2,738,000 Finance lease ROU assets 1,805,000 (448,000 ) 1,357,000 Furniture and equipment 30,282,000 (27,754,000 ) 2,528,000 Building and improvements 64,584,000 (33,237,000 ) 31,347,000 Investment in Hotel, net $ 99,409,000 $ (61,439,000 ) $ 37,970,000 Accumulated Net Book June 30, 2020 Cost Depreciation Value Land $ 2,738,000 $ - $ 2,738,000 Finance lease ROU assets 1,775,000 (291,000 ) 1,484,000 Furniture and equipment 30,528,000 (27,498,000 ) 3,030,000 Building and improvements 64,005,000 (32,488,000 ) 31,517,000 Investment in Hotel, net $ 99,046,000 $ (60,277,000 ) $ 38,769,000 |
Investment in Real Estate, Net
Investment in Real Estate, Net (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Schedule of Investment in Real Estate | Investment in real estate consisted of the following: As of December 31, 2020 June 30, 2020 Land $ 21,568,000 $ 23,565,000 Buildings, improvements and equipment 67,170,000 69,417,000 Accumulated depreciation (43,730,000 ) (44,112,000 ) 45,008,000 48,870,000 Land held for development 1,468,000 1,468,000 Investment in real estate, net $ 46,476,000 $ 50,338,000 |
Investment in Marketable Secu_2
Investment in Marketable Securities (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Investment In Marketable Securities | |
Schedule of Trading Securities | Trading securities are summarized as follows: Gross Unrealized Gross Net Fair Investment Cost Gain Unrealized Loss Unrealized Loss Value As of December 31, 2020 Corporate Equities $ 23,018,000 $ 4,001,000 $ (5,011,000 ) $ (1,010,000 ) $ 22,008,000 As of June 30, 2020 Corporate Equities $ 11,459,000 $ 902,000 $ (6,183,000 ) $ (5,281,000 ) $ 6,178,000 |
Schedule of Net Loss on Marketable Securities Comprising of Realized and Unrealized Gains (Losses) | Net gains (losses) on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of net loss on marketable securities for the three and six months ended December 31, 2020 and 2019, respectively: For the three months ended December 31, 2020 2019 Realized loss on marketable securities, net $ (672,000 ) $ (3,000 ) Unrealized gain (loss) on marketable securities, net 4,173,000 (50,000 ) Unrealized loss on marketable securities related to Comstock (44,000 ) (66,000 ) Net gain (loss) on marketable securities $ 3,457,000 $ (119,000 ) For the six months ended December 31, 2020 2019 Realized loss on marketable securities, net $ (934,000 ) $ (77,000 ) Unrealized gain (loss) on marketable securities, net 4,182,000 (121,000 ) Unrealized gain (loss) on marketable securities related to Comstock 51,000 (370,000 ) Net gain (loss) on marketable securities $ 3,299,000 $ (568,000 ) |
Other Investments, Net (Tables)
Other Investments, Net (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Other Investments [Abstract] | |
Schedule of Other Investments, Net | Other investments, net consist of the following: Type December 31, 2020 June 30, 2020 Private equity hedge fund, at cost $ 71,000 $ 157,000 Other preferred stock, at cost - 121,000 $ 71,000 $ 278,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement on Recurring Basis | The assets measured at fair value on a recurring basis are as follows: As of December 31, 2020 June 30, 2020 Assets: Total - Level 1 Total - Level 1 Investment in marketable securities: REITs and real estate companies $ 8,088,000 $ 2,365,000 Financial services 3,972,000 282,000 Energy 3,233,000 767,000 Consumer cyclical 1,887,000 295,000 Technology 1,428,000 121,000 Industrials 1,297,000 484,000 Basic material 1,269,000 1,209,000 Communication services 442,000 157,000 Healthcare 267,000 43,000 Other 125,000 38,000 Corporate bonds - 417,000 $ 22,008,000 $ 6,178,000 |
Schedule of Fair Value Measurements on Non-recurring Basis | The following table shows the fair value hierarchy for these assets measured at fair value on a non-recurring basis as follows: Net loss for the six months ended Assets Level 3 December 31, 2020 December 31, 2020 Other non-marketable investments $ 71,000 $ 71,000 $ (89,000 ) Net loss for the six months ended Assets Level 3 June 30, 2020 December 31, 2019 Other non-marketable investments $ 278,000 $ 278,000 $ - |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows. As of December 31, 2020 June 30, 2020 Cash and cash equivalents $ 16,815,000 $ 14,163,000 Restricted cash 8,235,000 14,123,000 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows $ 25,050,000 $ 28,286,000 |
Stock Based Compensation Plans
Stock Based Compensation Plans (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the stock options activity from July 1, 2019 through December 31, 2020: Number of Weighted Average Weighted Average Aggregate Shares Exercise Price Remaining Life Intrinsic Value Oustanding at July 1, 2019 341,195 $ 16.95 3.07 years $ 4,680,000 Granted - - Exercised - - Forfeited - - Exchanged - - Outstanding at June 30, 2020 341,195 $ 16.95 3.83 years $ 3,271,000 Exercisable at June 30, 2020 323,195 $ 16.38 3.67 years $ 3,271,000 Vested and Expected to vest at June 30, 2020 341,195 $ 16.95 3.83 years $ 3,271,000 Oustanding at July 1, 2020 341,195 $ 16.95 3.83 years $ 3,271,000 Granted - - Exercised - - Forfeited - - Exchanged - - Outstanding at December 31, 2020 341,195 $ 16.95 3.32 years $ 5,004,000 Exercisable at December 31, 2020 333,995 $ 16.73 3.26 years $ 4,973,000 Vested and Expected to vest at December 31, 2020 341,195 $ 16.95 3.32 years $ 5,004,000 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Information below represents reported segments for the three months ended September 30, 2020 and 2019. Operating income (loss) from hotel operations consists of the operation of the hotel and the garage. Operating income from real estate operations consists of the operation of rental properties As of and for the three months Hotel Real Estate Investment ended September 30, 2020 Operations Operations Transactions Corporate Total Revenues $ 3,425,000 $ 3,484,000 $ - $ - $ 6,909,000 Segment operating expenses (5,033,000 ) (1,887,000 ) - (1,366,000 ) (8,286,000 ) Segment income (loss) (1,608,000 ) 1,597,000 - (1,366,000 ) (1,377,000 ) Interest expense - mortgage and related party (1,700,000 ) (615,000 ) - - (2,315,000 ) Depreciation and amortization expense (579,000 ) (612,000 ) - - (1,191,000 ) Gain from sale of real estate - 12,043,000 - - 12,043,000 Loss from investments - - (365,000 ) - (365,000 ) Income tax expense - - - (1,975,000 ) (1,975,000 ) Net income (loss) $ (3,887,000 ) $ 12,413,000 $ (365,000 ) $ (3,341,000 ) $ 4,820,000 Total assets $ 50,854,000 $ 46,885,000 $ 8,764,000 $ 22,871,000 $ 129,374,000 For the three months Hotel Real Estate Investment ended September 30, 2019 Operations Operations Transactions Corporate Total Revenues $ 15,429,000 $ 3,717,000 $ - $ - $ 19,146,000 Segment operating expenses (11,348,000 ) (1,950,000 ) - (760,000 ) (14,058,000 ) Segment income (loss) 4,081,000 1,767,000 - (760,000 ) 5,088,000 Interest expense - mortgage and related party (1,792,000 ) (605,000 ) - - (2,397,000 ) Depreciation and amortization expense (593,000 ) (620,000 ) - - (1,213,000 ) Loss from investments - - (612,000 ) - (612,000 ) Income tax expense - - - (222,000 ) (222,000 ) Net income (loss) $ 1,696,000 $ 542,000 $ (612,000 ) $ (982,000 ) $ 644,000 |
Related Party and Other Finan_2
Related Party and Other Financing Transactions (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Summary of Related Party and Other Notes Payable | The following summarizes the balances of related party and other notes payable as of December 31, 2020 and June 30, 2020, respectively. As of December 31, 2020 June 30, 2020 Note payable - Hilton 2,850,000 3,008,000 Note payable - Interstate 1,521,000 1,646,000 SBA Loans 5,172,000 5,172,000 Total related party and other notes payable $ 9,543,000 $ 9,826,000 |
Schedule of Minimum Future Lease Payments | Minimum future lease payments for assets under finance leases as of December 31, 2020 are as follows: For the year ending June 30, 2021 $ 262,000 2022 508,000 2023 188,000 Total minimum lease payments 958,000 Less interest on finance lease (57,000 ) Present value of future minimum lease payments $ 901,000 |
Schedule of Future Minimum Principal Payments | Future minimum principal payments for all related party and other financing transactions are as follows: For the year ending June 30, 2021 $ 678,000 2022 6,220,000 2023 750,000 2024 567,000 2025 567,000 Thereafter 1,661,000 $ 10,443,000 |
Accounts Payable and Other Li_3
Accounts Payable and Other Liabilities - Justice (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Liabilities - Justice | The following summarizes the balances of accounts payable and other liabilities – Justice as of December 31, 2020 and June 30, 2020. As of December 31, 2020 June 30, 2020 Trade payable $ 1,177,000 $ 3,000,000 Advance deposits 221,000 375,000 Property tax payable 523,000 523,000 Payroll and related accruals 2,221,000 1,969,000 Mortgage interest payable 416,000 527,000 Withholding and other taxes payable 519,000 370,000 Security deposit 52,000 52,000 Other payables 902,000 598,000 Total accounts payable and other liabilities - Justice $ 6,031,000 $ 7,414,000 |
Accounts Payable and Other Li_4
Accounts Payable and Other Liabilities (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Liabilities | The following summarizes the balances of accounts payable and other liabilities as of December 31, 2020 and June 30, 2020. As of December 31, 2020 June 30, 2020 Trade payable $ 510,000 $ 709,000 Advance deposits 318,000 422,000 Property tax payable 855,000 554,000 Payroll and related accruals 46,000 42,000 Interest payable 218,000 218,000 Withholding and other taxes payable 768,000 1,189,000 Security deposit 750,000 745,000 Other payables 296,000 334,000 Total accounts payable and other liabilities $ 3,761,000 $ 4,213,000 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details Narrative) | Feb. 03, 2017 | Dec. 31, 2020 |
Agreement description | Justice entered into a Hotel management agreement ("HMA") with Interstate Management Company, LLC ("Interstate") to manage the Hotel, along with its five-level parking garage, with an effective takeover date of February 3, 2017. The term of the management agreement is for an initial period of ten years commencing on the takeover date and automatically renews for successive one (1) year periods, to not exceed five years in the aggregate, subject to certain conditions. Under the terms on the HMA, base management fee payable to Interstate shall be one and seven-tenths percent (1.70%) of total Hotel revenue. On October 25, 2019, Interstate merged with Aimbridge Hospitality, North America's largest independent hotel management firm. With the completion of the merger, the newly combined company will be positioned under the Aimbridge Hospitality name in the Americas. | |
Mortgage Note Payable [Member] | ||
Bears interest percentage | 1.70% | |
Portsmouth [Member] | ||
Ownership interest percentage | 68.80% | |
InterGroup [Member] | ||
Ownership interest percentage | 13.70% | |
Santa Fe [Member] | ||
Power to vote percentage interest | 87.40% | |
Santa Fe [Member] | Chairman and CEO [Member] | ||
Power to vote percentage interest | 3.70% |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | Nov. 23, 2020 | Aug. 28, 2020 | Aug. 28, 2020 | Apr. 30, 2020 | Apr. 27, 2020 | Apr. 09, 2020 | Jul. 02, 2014 | Jan. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 16, 2020 | Aug. 19, 2020 |
Net cash (used in) provided by operating activities | $ (17,032,000) | $ 2,429,000 | |||||||||||||
Cash and cash equivalents | $ 16,815,000 | $ 14,163,000 | $ 16,815,000 | 16,815,000 | |||||||||||
Investment in marketable securities | 22,008,000 | 6,178,000 | 22,008,000 | 22,008,000 | |||||||||||
Due to securities broker | 8,320,000 | 1,576,000 | 8,320,000 | 8,320,000 | |||||||||||
Obligations for securities sold | 704,000 | 294,000 | 704,000 | 704,000 | |||||||||||
Cash, cash equivalents, and restricted cash | 25,050,000 | 28,286,000 | 25,050,000 | $ 25,050,000 | |||||||||||
Property improvement plan, discription | However, Hilton has confirmed that it will not require a PIP for our Hotel until relicensing which shall occur at the earlier of (i) January 2030, which is six years after the maturity date of our current senior and mezzanine loans, or (ii) upon the sale of our Hotel. | ||||||||||||||
Proceeds from loan | $ 6,814,000 | 1,144,000 | 4,327,000 | ||||||||||||
Increased loan amount | 91,536,000 | 92,292,000 | 91,536,000 | $ 91,536,000 | |||||||||||
Santa Fe [Member] | |||||||||||||||
Sale of properties | $ 15,650,000 | ||||||||||||||
Gain on sale of property | 12,043,000 | ||||||||||||||
Proceeds from sale of property | 12,163,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Proceeds from loan | $ 1,057,000 | ||||||||||||||
InterGroup [Member] | |||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||
Debt maturity date | Jul. 1, 2021 | ||||||||||||||
Increased loan amount | 370,000 | 3,000,000 | 370,000 | 370,000 | |||||||||||
CIBC Bank USA [Member] | |||||||||||||||
Revolving line of credit amount | 8,000,000 | 8,000,000 | 8,000,000 | ||||||||||||
Line of credit, available to be drawn | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | ||||||||||||
CARES Act [Member] | CIBC Bank [Member] | |||||||||||||||
Proceeds from loan | $ 453,000 | $ 4,719,000 | |||||||||||||
Debt interest rate | 1.00% | 1.00% | 1.00% | 1.00% | |||||||||||
Debt maturity date | Apr. 9, 2022 | Apr. 27, 2022 | |||||||||||||
CARES Act [Member] | CIBC Bank [Member] | InterGroup [Member] | |||||||||||||||
Qualified expenses | $ 453,000 | $ 453,000 | $ 453,000 | ||||||||||||
Contribution Agreement [Member] | |||||||||||||||
Repayment of InterGroup's RLOC | $ 2,985,000 | ||||||||||||||
Contribution Agreement [Member] | Santa Fe [Member] | |||||||||||||||
Proceeds from loan | $ 12,163,000 | ||||||||||||||
Gain on sale of property | $ 901,000 | ||||||||||||||
Contribution Agreement [Member] | InterGroup [Member] | |||||||||||||||
Repayment of InterGroup's RLOC | 2,985,000 | ||||||||||||||
Payment from the sale | $ 662,000 | ||||||||||||||
Loan Modification Agreement [Member] | Justice [Member] | |||||||||||||||
Current loan | $ 3,000,000 | ||||||||||||||
Loan advanced | 700,000 | 700,000 | 700,000 | ||||||||||||
Loan Modification Agreement [Member] | Justice [Member] | Maximum [Member] | |||||||||||||||
Increased loan amount | $ 10,000,000 | ||||||||||||||
Property Improvement Plan [Member] | |||||||||||||||
Deposits | $ 2,379,000 | ||||||||||||||
Hotel Senior Lender [Member] | |||||||||||||||
Cash, cash equivalents, and restricted cash | $ 5,977,000 | 10,666,000 | $ 5,977,000 | $ 5,977,000 | |||||||||||
Hotel Senior Lender [Member] | Property Improvement Plan [Member] | |||||||||||||||
Cash, cash equivalents, and restricted cash | $ 2,432,000 | ||||||||||||||
Sole General Partner [Member] | |||||||||||||||
Voting interest | 96.60% |
Liquidity - Schedule of Materia
Liquidity - Schedule of Material Financial Obligations (Details) | Dec. 31, 2020USD ($) |
2021 (6 Months) | $ 8,239,000 |
2022 | 17,781,000 |
2023 | 36,785,000 |
2024 | 113,326,000 |
2025 | 5,205,000 |
Thereafter | 40,035,000 |
Total | 221,371,000 |
Mortgage and Subordinated Notes Payable [Member] | |
2021 (6 Months) | 3,856,000 |
2022 | 3,142,000 |
2023 | 28,410,000 |
2024 | 108,348,000 |
2025 | 3,734,000 |
Thereafter | 33,882,000 |
Total | 181,372,000 |
Other Notes Payable [Member] | |
2021 (6 Months) | 520,000 |
2022 | 6,220,000 |
2023 | 750,000 |
2024 | 567,000 |
2025 | 567,000 |
Thereafter | 1,819,000 |
Total | 10,443,000 |
Interest [Member] | |
2021 (6 Months) | 3,863,000 |
2022 | 8,419,000 |
2023 | 7,625,000 |
2024 | 4,411,000 |
2025 | 904,000 |
Thereafter | 4,334,000 |
Total | $ 29,556,000 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, liability | $ 221,000 | $ 375,000 |
Contract with customer liability, revenue recognized | $ 154,000 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total Hotel revenue | $ 6,663,000 | $ 18,740,000 | $ 13,572,000 | $ 37,886,000 |
Hotel Rooms [Member] | ||||
Total Hotel revenue | 2,584,000 | 12,497,000 | 5,474,000 | 25,811,000 |
Food and Beverage [Member] | ||||
Total Hotel revenue | 76,000 | 1,425,000 | 113,000 | 2,647,000 |
Garage [Member] | ||||
Total Hotel revenue | 424,000 | 776,000 | 894,000 | 1,512,000 |
Other Operating Departments [Member] | ||||
Total Hotel revenue | 25,000 | 203,000 | 53,000 | 360,000 |
Hotel [Member] | ||||
Total Hotel revenue | $ 3,109,000 | $ 14,901,000 | $ 6,534,000 | $ 30,330,000 |
Investment in Hotel, Net - Sche
Investment in Hotel, Net - Schedule of Investment in Hotel (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Cost | $ 99,409,000 | $ 99,046,000 |
Accumulated Depreciation | (61,439,000) | (60,277,000) |
Net Book Value | 37,970,000 | 38,769,000 |
Land [Member] | ||
Cost | 2,738,000 | 2,738,000 |
Accumulated Depreciation | ||
Net Book Value | 2,738,000 | 2,738,000 |
Finance Lease ROU Assets [Member] | ||
Cost | 1,805,000 | 1,775,000 |
Accumulated Depreciation | (448,000) | (291,000) |
Net Book Value | 1,357,000 | 1,484,000 |
Furniture and Equipment [Member] | ||
Cost | 30,282,000 | 30,528,000 |
Accumulated Depreciation | (27,754,000) | (27,498,000) |
Net Book Value | 2,528,000 | 3,030,000 |
Building and Improvements [Member] | ||
Cost | 64,584,000 | 64,005,000 |
Accumulated Depreciation | (33,237,000) | (32,488,000) |
Net Book Value | $ 31,347,000 | $ 31,517,000 |
Investment In Real Estate, Ne_2
Investment In Real Estate, Net (Details Narrative) - USD ($) | Nov. 23, 2020 | Aug. 28, 2020 | Feb. 01, 2002 |
Contribution Agreement [Member] | |||
Repayment of line of credit | $ 2,985,000 | ||
Santa Fe [Member] | |||
Proceeds from sale of property | $ 1,530,000 | 15,650,000 | |
Gain on sale of property | 901,000 | 12,043,000 | |
Proceeds from sale of property, net | $ 12,163,000 | ||
Reduction obligation | 1,196,000 | ||
Acquired property | $ 785,000 | ||
Mortgage loan outstanding on property | $ 334,000 |
Investment in Real Estate, Ne_3
Investment in Real Estate, Net - Schedule of Investment in Real Estate (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Real estate investment, Gross | $ 45,008,000 | $ 48,870,000 |
Real estate investment, Accumulated depreciation | (43,730,000) | (44,112,000) |
Real estate investment, Land held for development | 1,468,000 | 1,468,000 |
Real estate investment, Net | 46,476,000 | 50,338,000 |
Land [Member] | ||
Real estate investment, Gross | 21,568,000 | 23,565,000 |
Buildings, Improvements and Equipment [Member] | ||
Real estate investment, Gross | $ 67,170,000 | $ 69,417,000 |
Investment in Marketable Secu_3
Investment in Marketable Securities (Details Narrative) - Comstock [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2020 | |
Investment marketable securities percentage | 3.00% | 11.00% |
Unrealized losses related to securities | $ 4,472,000 | $ 5,734,000 |
Unrealized losses related to investment | $ 4,322,000 | $ 5,427,000 |
Investment in Marketable Secu_4
Investment in Marketable Securities - Schedule of Trading Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Net unrealized loss | $ 3,501,000 | $ (53,000) | $ 3,248,000 | $ (198,000) | |
Corporate Equities [Member] | |||||
Cost | 23,018,000 | 23,018,000 | $ 11,459,000 | ||
Gross unrealized gain | 4,001,000 | 902,000 | |||
Gross unrealized loss | (5,011,000) | (6,183,000) | |||
Net unrealized loss | (1,010,000) | (5,281,000) | |||
Fair value | $ 22,008,000 | $ 22,008,000 | $ 6,178,000 |
Investment in Marketable Secu_5
Investment in Marketable Securities - Schedule of Net Loss on Marketable Securities Comprising of Realized and Unrealized Gains (Losses) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Realized loss on marketable securities, net | $ (672,000) | $ (3,000) | $ (934,000) | $ (77,000) |
Unrealized gain (loss) on marketable securities, net | 4,173,000 | (50,000) | 4,182,000 | (121,000) |
Unrealized gain (loss) on marketable securities related to Comstock | (44,000) | (66,000) | 51,000 | (370,000) |
Net gain (loss) on marketable securities | $ 3,457,000 | $ (119,000) | $ 3,299,000 | $ (568,000) |
Other Investments, Net - Schedu
Other Investments, Net - Schedule of Other Investments, Net (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Other investments | $ 71,000 | $ 278,000 |
Private Equity Hedge Fund, at Cost [Member] | ||
Other investments | 71,000 | 157,000 |
Other Preferred Stock, at Cost [Member] | ||
Other investments | $ 121,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Proceeds from other investments | $ 118,000 | $ 48,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Investment in marketable securities | $ 22,008,000 | $ 6,178,000 |
Level 1 [Member] | ||
Investment in marketable securities | 22,008,000 | 6,178,000 |
Level 1 [Member] | REITs and Real Estate Companies [Member] | ||
Investment in marketable securities | 8,088,000 | 2,365,000 |
Level 1 [Member] | Financial Services [Member] | ||
Investment in marketable securities | 3,972,000 | 282,000 |
Level 1 [Member] | Energy [Member] | ||
Investment in marketable securities | 3,233,000 | 767,000 |
Level 1 [Member] | Consumer Cyclical [Member] | ||
Investment in marketable securities | 1,887,000 | 295,000 |
Level 1 [Member] | Technology [Member] | ||
Investment in marketable securities | 1,428,000 | 121,000 |
Level 1 [Member] | Industrials [Member] | ||
Investment in marketable securities | 1,297,000 | 484,000 |
Level 1 [Member] | Basic Material [Member] | ||
Investment in marketable securities | 1,269,000 | 1,209,000 |
Level 1 [Member] | Communication Services [Member] | ||
Investment in marketable securities | 442,000 | 157,000 |
Level 1 [Member] | Healthcare [Member] | ||
Investment in marketable securities | 267,000 | 43,000 |
Level 1 [Member] | Other [Member] | ||
Investment in marketable securities | 125,000 | 38,000 |
Level 1 [Member] | Corporate Bonds [Member] | ||
Investment in marketable securities | $ 417,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Measurements on Non-recurring Basis (Details) - USD ($) | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Other non-marketable investments | $ 71,000 | $ 278,000 | |
Net loss | (89,000) | ||
Level 3 [Member] | |||
Other non-marketable investments | $ 71,000 | $ 278,000 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details Narrative) | Dec. 31, 2020USD ($) |
Restricted Cash and Cash Equivalents [Abstract] | |
key money | $ 0 |
Cash, Cash Equivalents and Re_4
Cash, Cash Equivalents and Restricted Cash - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Restricted Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 16,815,000 | $ 14,163,000 |
Restricted cash | 8,235,000 | 14,123,000 |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows | $ 25,050,000 | $ 28,286,000 |
Stock Based Compensation Plan_2
Stock Based Compensation Plans (Details Narrative) - USD ($) | Feb. 25, 2020 | Mar. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 |
Stock Based Compensation [Line Items] | ||||||||
Stock based compensation | $ 5,000 | $ 9,000 | $ 10,000 | $ 17,000 | ||||
Unamortized compensation related to stock option | $ 8,000 | $ 8,000 | ||||||
Recognized weighted average period | 1 year 2 months 1 day | |||||||
Share based compensation arrangement by share based payment awards exercised | ||||||||
2010 Incentive Plan [Member] | ||||||||
Stock Based Compensation [Line Items] | ||||||||
Plan term | 20 years | |||||||
2010 Incentive Plan [Member] | Minimum [Member] | ||||||||
Stock Based Compensation [Line Items] | ||||||||
Plan term | 10 years | |||||||
2010 Incentive Plan [Member] | Maximum [Member] | ||||||||
Stock Based Compensation [Line Items] | ||||||||
Plan term | 16 years | |||||||
John V. Winfield [Member] | 2010 Incentive Plan [Member] | ||||||||
Stock Based Compensation [Line Items] | ||||||||
Stock based compensation | $ 116,000 | |||||||
Share based compensation arrangement by share based payment option shares issued | 100,000 | |||||||
Option term description | Options granted to John Winfield on March 16, 2010 from ten years to sixteen years so that these options will terminate on March 16, 2026 instead of on March 16, 2020 | |||||||
John V. Winfield [Member] | Vested Incentive Stock Options [Member] | ||||||||
Stock Based Compensation [Line Items] | ||||||||
Share based compensation arrangement by share based payment awards exercised | 26,805 | |||||||
Share based compensation arrangement by share based payment options surrendered | 17,439 | |||||||
Share based compensation arrangement by share based payment option shares issued | 9,366 |
Stock Based Compensation Plan_3
Stock Based Compensation Plans - Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Shares, Outstanding, Beginning Balance | 341,195 | 341,195 |
Number of Shares, Granted | ||
Number of Shares, Exercised | ||
Number of Shares, Forfeited | ||
Number of Shares, Exchanged | ||
Number of Shares, Outstanding, Ending Balance | 341,195 | 341,195 |
Number of Shares, Exercisable, Ending Balance | 333,995 | 323,195 |
Number of Shares, Vested and expected to vest, Ending Balance | 341,195 | 341,195 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 16.95 | $ 16.95 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Exchanged | ||
Weighted Average Exercise Price, Outstanding, Ending Balance | 16.95 | 16.95 |
Weighted Average Exercise Price, Exercisable, Ending Balance | 16.73 | 16.38 |
Weighted Average Exercise Price, Vested and expected to vest, Ending Balance | $ 16.95 | $ 16.95 |
Weighted Average Remaining Life, Outstanding, Beginning Balance | 3 years 9 months 29 days | 3 years 26 days |
Weighted Average Remaining Life, Outstanding, Ending Balance | 3 years 3 months 26 days | 3 years 9 months 29 days |
Weighted Average Remaining Life, Exercisable, Ending Balance | 3 years 3 months 4 days | 3 years 8 months 2 days |
Weighted Average Remaining Life, Vested and expected to vest, Ending Balance | 3 years 3 months 26 days | 3 years 9 months 29 days |
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 3,271,000 | $ 4,680,000 |
Aggregate Intrinsic Value, Outstanding, Ending Balance | 5,004,000 | 3,271,000 |
Aggregate Intrinsic Value, Exercisable, Ending Balance | 4,973,000 | 3,271,000 |
Aggregate Intrinsic Value, Vested and expected to vest, Ending Balance | $ 5,004,000 | $ 3,271,000 |
Segment Information (Details Na
Segment Information (Details Narrative) | 6 Months Ended |
Dec. 31, 2020Numbers | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 6,663,000 | $ 18,740,000 | $ 13,572,000 | $ 37,886,000 | |||
Segment operating expenses | (7,793,000) | (14,400,000) | (16,080,000) | (28,458,000) | |||
Segment income (loss) from operations | (2,311,000) | 3,108,000 | (4,880,000) | 6,983,000 | |||
Interest expense - mortgage | (2,241,000) | (2,330,000) | (4,556,000) | (4,727,000) | |||
Gain from sale of real estate | 12,043,000 | ||||||
Depreciation and amortization expense | (1,181,000) | (1,232,000) | (2,372,000) | (2,445,000) | |||
Gain (loss) from investments | 3,224,000 | (249,000) | 2,859,000 | (861,000) | |||
Income tax benefit (expense) | 265,000 | (149,000) | (1,710,000) | (371,000) | |||
Net income (loss) | (1,063,000) | $ 4,819,000 | 380,000 | $ 644,000 | 3,756,000 | 1,024,000 | |
Total assets | 138,536,000 | 138,536,000 | $ 130,217,000 | ||||
Hotel Operations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 3,109,000 | 14,901,000 | 6,534,000 | 30,330,000 | |||
Segment operating expenses | (5,133,000) | (11,730,000) | (10,166,000) | (23,078,000) | |||
Segment income (loss) from operations | (2,024,000) | 3,171,000 | (3,632,000) | 7,252,000 | |||
Interest expense - mortgage | (1,668,000) | (1,735,000) | (3,368,000) | (3,527,000) | |||
Depreciation and amortization expense | (582,000) | (611,000) | (1,161,000) | (1,204,000) | |||
Gain (loss) from investments | |||||||
Income tax benefit (expense) | |||||||
Net income (loss) | (4,274,000) | 825,000 | (8,161,000) | 2,521,000 | |||
Total assets | 45,990,000 | 45,990,000 | |||||
Real Estate Operations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 3,554,000 | 3,839,000 | 7,038,000 | 7,556,000 | |||
Segment operating expenses | (2,101,000) | (2,089,000) | (3,988,000) | (4,039,000) | |||
Segment income (loss) from operations | 1,453,000 | 1,750,000 | 3,050,000 | 3,517,000 | |||
Interest expense - mortgage | (573,000) | (595,000) | (1,188,000) | (1,200,000) | |||
Gain from sale of real estate | 12,043,000 | ||||||
Depreciation and amortization expense | (599,000) | (621,000) | (1,211,000) | (1,241,000) | |||
Gain (loss) from investments | |||||||
Income tax benefit (expense) | |||||||
Net income (loss) | 281,000 | 534,000 | 12,694,000 | 1,076,000 | |||
Total assets | 46,476,000 | 46,476,000 | |||||
Investment Transactions [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | |||||||
Segment operating expenses | |||||||
Segment income (loss) from operations | |||||||
Interest expense - mortgage | |||||||
Depreciation and amortization expense | |||||||
Gain (loss) from investments | 3,224,000 | (249,000) | 2,859,000 | (861,000) | |||
Income tax benefit (expense) | |||||||
Net income (loss) | 3,224,000 | (249,000) | 2,859,000 | (861,000) | |||
Total assets | 22,079,000 | 22,079,000 | |||||
Corporate [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | |||||||
Segment operating expenses | (559,000) | (581,000) | (1,926,000) | (1,341,000) | |||
Segment income (loss) from operations | (559,000) | (581,000) | (1,926,000) | (1,341,000) | |||
Interest expense - mortgage | |||||||
Depreciation and amortization expense | |||||||
Gain (loss) from investments | |||||||
Income tax benefit (expense) | 265,000 | (149,000) | (1,710,000) | (371,000) | |||
Net income (loss) | (294,000) | $ (730,000) | (3,636,000) | $ (1,712,000) | |||
Total assets | $ 23,991,000 | $ 23,991,000 |
Related Party and Other Finan_3
Related Party and Other Financing Transactions (Details Narrative) - USD ($) | Dec. 16, 2020 | Nov. 23, 2020 | Aug. 28, 2020 | Aug. 28, 2020 | Apr. 30, 2020 | Apr. 27, 2020 | Apr. 09, 2020 | Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2018 | Jul. 02, 2014 | Dec. 31, 2020 | Jun. 30, 2020 | Jul. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | May 11, 2017 |
Agreement description | Justice entered into a Hotel management agreement ("HMA") with Interstate Management Company, LLC ("Interstate") to manage the Hotel, along with its five-level parking garage, with an effective takeover date of February 3, 2017. The term of the management agreement is for an initial period of ten years commencing on the takeover date and automatically renews for successive one (1) year periods, to not exceed five years in the aggregate, subject to certain conditions. Under the terms on the HMA, base management fee payable to Interstate shall be one and seven-tenths percent (1.70%) of total Hotel revenue. On October 25, 2019, Interstate merged with Aimbridge Hospitality, North America's largest independent hotel management firm. With the completion of the merger, the newly combined company will be positioned under the Aimbridge Hospitality name in the Americas. | ||||||||||||||||
Key money plus accrued interest amount | $ 0 | $ 1,009,000 | $ 0 | $ 0 | |||||||||||||
Proceeds from loan | $ 6,814,000 | 1,144,000 | 4,327,000 | ||||||||||||||
Finance lease obligations | 901,000 | 1,098,000 | 901,000 | $ 901,000 | |||||||||||||
Lease descriptions | These finance leases expire in various years through 2023 at rates ranging from 4.62% to 6.25% per annum. | ||||||||||||||||
Loan outstanding amount | $ 91,536,000 | 92,292,000 | $ 91,536,000 | $ 91,536,000 | |||||||||||||
Proceeds from line of credit | |||||||||||||||||
Mortgage Loan [Member] | |||||||||||||||||
Debt maturity date | Jan. 1, 2024 | ||||||||||||||||
Debt interest rate | 9.75% | 9.75% | 9.75% | ||||||||||||||
Minimum [Member] | |||||||||||||||||
Financial leases, rate per annum | 4.62% | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Financial leases, rate per annum | 6.25% | ||||||||||||||||
InterGroup [Member] | |||||||||||||||||
Debt maturity date | Jul. 1, 2021 | ||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||
Mortgage due to related party amount | $ 2,969,000 | $ 2,969,000 | $ 97,000,000 | ||||||||||||||
Mortgage and mezzanine amount | $ 20,000,000 | ||||||||||||||||
Debt instrument term | 2 years | ||||||||||||||||
Loan outstanding amount | $ 370,000 | $ 3,000,000 | $ 370,000 | $ 370,000 | |||||||||||||
Debt principal amount | $ 4,250,000 | ||||||||||||||||
Loan fee percentage | 3.00% | ||||||||||||||||
Variable interest rate LIBOR | The RLOC carries a variable interest rate of 30-day LIBOR plus 3%. | ||||||||||||||||
Increase in line of credit facility | $ 3,000,000 | ||||||||||||||||
Maturity date description | July 24, 2019 to July 23, 2020 | ||||||||||||||||
Partnership [Member] | |||||||||||||||||
Debt maturity date | Jan. 31, 2024 | ||||||||||||||||
Redemption of limited partnership interest to repay | $ 42,940,000 | ||||||||||||||||
Mortgage due to related party amount | 97,000,000 | 97,000,000 | 97,000,000 | ||||||||||||||
Mortgage and mezzanine amount | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||||||||||||||
Bears interest percentage | 5.275% | ||||||||||||||||
Debt instrument term | 30 years | ||||||||||||||||
Cred Reit Holdco LLC [Member] | |||||||||||||||||
Debt maturity date | Jan. 1, 2024 | ||||||||||||||||
Debt interest rate | 9.75% | 9.75% | |||||||||||||||
Mortgage and mezzanine amount | $ 20,000,000 | $ 20,000,000 | |||||||||||||||
Bears interest percentage | 7.25% | ||||||||||||||||
Santa Fe [Member] | |||||||||||||||||
Gain on sale of property | $ 12,043,000 | ||||||||||||||||
CIBC Bank [Member] | Cred Reit Holdco LLC [Member] | |||||||||||||||||
Revolving line of credit | $ 5,000,000 | 5,000,000 | |||||||||||||||
Drawn to pay off mortgage note payable | $ 2,969,000 | ||||||||||||||||
Hotel Management Agreement [Member] | |||||||||||||||||
Agreement description | The term of the management agreement is for an initial period of 10 years commencing on the takeover date and automatically renews for an additional year not to exceed five years in aggregate subject to certain conditions. The HMA also provides for Interstate to advance a key money incentive fee to the Hotel for capital improvements in the amount of $2,000,000 under certain terms and conditions described in a separate key money agreement. The key money contribution shall be amortized in equal monthly amounts over an eight (8) year period commencing on the second anniversary of the takeover date. | ||||||||||||||||
Key money incentive fee | $ 2,000,000 | ||||||||||||||||
CARES Act [Member] | CIBC Bank [Member] | |||||||||||||||||
Proceeds from loan | $ 453,000 | $ 4,719,000 | |||||||||||||||
Debt maturity date | Apr. 9, 2022 | Apr. 27, 2022 | |||||||||||||||
Debt interest rate | 1.00% | 1.00% | 1.00% | 1.00% | |||||||||||||
CARES Act [Member] | CIBC Bank [Member] | InterGroup [Member] | |||||||||||||||||
Qualified expenses | $ 453,000 | $ 453,000 | $ 453,000 | ||||||||||||||
Loan Modification Agreement [Member] | Justice Investors Limited Partnership and Intergroup [Member] | |||||||||||||||||
Increased in borrowing amount | $ 10,000,000 | ||||||||||||||||
Current loan balance | $ 3,000,000 | ||||||||||||||||
Contribution Agreement [Member] | Santa Fe [Member] | |||||||||||||||||
Proceeds from loan | $ 12,163,000 | ||||||||||||||||
Drawn to pay off mortgage note payable | $ 1,530,000 | 15,650,000 | |||||||||||||||
Repayment of line of credit | 2,985,000 | ||||||||||||||||
Proceeds from line of credit | $ 662,000 | ||||||||||||||||
Reduction in obligation | 1,196,000 | ||||||||||||||||
Payments to acquired the property | 785,000 | ||||||||||||||||
Outstanding mortgage loan on property | 334,000 | ||||||||||||||||
Gain on sale of property | $ 901,000 | ||||||||||||||||
Hilton [Member] | |||||||||||||||||
Notes reduced | $ 316,000 | ||||||||||||||||
Debt instrument, payment terms | Through 2030 |
Related Party and Other Finan_4
Related Party and Other Financing Transactions - Summary of Related Party and Other Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Total related party and other notes payable | $ 4,371,000 | $ 4,654,000 |
Note payable - Hilton [Member] | ||
Total related party and other notes payable | 2,850,000 | 3,008,000 |
Note payable - Interstate [Member] | ||
Total related party and other notes payable | 1,521,000 | 1,646,000 |
SBA Loans [Member] | ||
Total related party and other notes payable | 5,172,000 | 5,172,000 |
Other Notes Payable [Member] | ||
Total related party and other notes payable | $ 9,543,000 | $ 9,826,000 |
Related Party and Other Finan_5
Related Party and Other Financing Transactions - Schedule of Minimum Future Lease Payments (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Related Party Transactions [Abstract] | ||
2021 | $ 262,000 | |
2022 | 508,000 | |
2023 | 188,000 | |
Total minimum lease payments | 958,000 | |
Less interest on finance lease | (57,000) | |
Present value of future minimum lease payments | $ 901,000 | $ 1,098,000 |
Related Party and Other Finan_6
Related Party and Other Financing Transactions - Schedule of Future Minimum Principal Payments (Details) | Dec. 31, 2020USD ($) |
2021 | $ 17,781,000 |
2022 | 36,785,000 |
2023 | 113,326,000 |
2024 | 5,205,000 |
Total | 221,371,000 |
Related Party Debt and Other Notes Payable [Member] | |
2021 | 678,000 |
2022 | 6,220,000 |
2023 | 750,000 |
2024 | 567,000 |
2025 | 567,000 |
Thereafter | 1,661,000 |
Total | $ 10,443,000 |
Accounts Payable and Other Li_5
Accounts Payable and Other Liabilities - Justice - Schedule of Accounts Payable and Other Liabilities - Justice (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Trade payable | $ 510,000 | $ 709,000 |
Advance deposits | 318,000 | 422,000 |
Property tax payable | 855,000 | 554,000 |
Payroll and related accruals | 46,000 | 42,000 |
Mortgage interest payable | 218,000 | 218,000 |
Withholding and other taxes payable | 768,000 | 1,189,000 |
Security deposit | 750,000 | 745,000 |
Other payables | 296,000 | 334,000 |
Justice [Member] | ||
Trade payable | 1,177,000 | 3,000,000 |
Advance deposits | 221,000 | 375,000 |
Property tax payable | 523,000 | 523,000 |
Payroll and related accruals | 2,221,000 | 1,969,000 |
Mortgage interest payable | 416,000 | 527,000 |
Withholding and other taxes payable | 519,000 | 370,000 |
Security deposit | 52,000 | 52,000 |
Other payables | 902,000 | 598,000 |
Total accounts payable and other liabilities - Justice | $ 6,031,000 | $ 7,414,000 |
Accounts Payable and Other Li_6
Accounts Payable and Other Liabilities - Schedule of Accounts Payable and Other Liabilities (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Payables and Accruals [Abstract] | ||
Trade payable | $ 510,000 | $ 709,000 |
Advance deposits | 318,000 | 422,000 |
Property tax payable | 855,000 | 554,000 |
Payroll and related accruals | 46,000 | 42,000 |
Interest payable | 218,000 | 218,000 |
Withholding and other taxes payable | 768,000 | 1,189,000 |
Security deposit | 750,000 | 745,000 |
Other payables | 296,000 | 334,000 |
Total accounts payable and other liabilities | $ 3,761,000 | $ 4,213,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 08, 2021 | Apr. 30, 2020 | Feb. 03, 2017 | Jan. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jan. 22, 2021 | Jan. 15, 2021 | Nov. 25, 2020 |
Proceeds from loan | $ 6,814,000 | $ 1,144,000 | $ 4,327,000 | ||||||
Common stock, shares outstanding | 2,288,809 | 2,280,674 | |||||||
Cash, net of income tax paid | $ 14,163,000 | $ 16,815,000 | |||||||
Common stock, shares issued | 3,404,982 | 3,404,982 | |||||||
Less Than Ten Shareholders [Member] | |||||||||
Equity method investment, ownership percentage | 87.40% | ||||||||
Mortgage Note Payable [Member] | |||||||||
Bears interest percentage | 1.70% | ||||||||
Subsequent Event [Member] | |||||||||
Proceeds from loan | $ 1,057,000 | ||||||||
Subsequent Event [Member] | Loan Modification Agreement [Member] | Justice Investors Limited Partnership [Member] | |||||||||
Loan advance amount | $ 2,000,000 | ||||||||
Subsequent Event [Member] | Portsmouth [Member] | |||||||||
Common stock, shares outstanding | 505,437 | ||||||||
Shares issued price per share | $ 41 | ||||||||
Cash, net of income tax paid | $ 6,000,000 | ||||||||
Subsequent Event [Member] | Santa Fe [Member] | |||||||||
Common stock, shares outstanding | 1,339,310 | ||||||||
Shares issued price per share | $ 0.38 | ||||||||
Common stock, shares issued | 1,339,310 | ||||||||
Subsequent Event [Member] | Mortgage Note Payable [Member] | California Property [Member] | |||||||||
Repayment of prior mortgage amount | $ 1,600,000 | ||||||||
Subsequent Event [Member] | New Freddie Mac Mortgage Note Payable [Member] | |||||||||
Loan amount | $ 2,800,000 | ||||||||
Bears interest percentage | 3.05% | ||||||||
Debt instrument term | 10 years | ||||||||
Proceeds from loan | $ 1,000,000 |