Cover
Cover - USD ($) | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 28, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Jun. 30, 2022 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2022 | |||
Current Fiscal Year End Date | --06-30 | |||
Entity File Number | 1-10324 | |||
Entity Registrant Name | THE INTERGROUP CORPORATION | |||
Entity Central Index Key | 0000069422 | |||
Entity Tax Identification Number | 13-3293645 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | 1516 S. Bundy Drive | |||
Entity Address, Address Line Two | Suite 200 | |||
Entity Address, City or Town | Los Angeles | |||
Entity Address, State or Province | CA | |||
Entity Address, Postal Zip Code | 90025 | |||
City Area Code | (310) | |||
Local Phone Number | 889-2500 | |||
Title of 12(b) Security | Common Stock, $0.01 par value | |||
Trading Symbol | INTG | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 35,111,000 | |||
Entity Common Stock, Shares Outstanding | 2,227,541 | |||
Documents Incorporated by Reference | None | |||
Auditor Name | WithumSmith+Brown, PC | Moss Adams LLP | ||
Auditor Location | East Brunswick, NJ | Irvine, California | ||
Auditor Firm ID | 100 | 659 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
ASSETS | ||
Investment in Hotel, net | $ 37,267,000 | $ 37,651,000 |
Investment in real estate, net | 48,025,000 | 47,709,000 |
Investment in marketable securities | 11,049,000 | 35,792,000 |
Other investments | 41,000 | |
Cash and cash equivalents | 14,367,000 | 6,808,000 |
Restricted cash | 8,982,000 | 8,584,000 |
Other assets | 2,744,000 | 1,621,000 |
Deferred tax asset | 3,612,000 | 2,140,000 |
Total assets | 126,046,000 | 140,346,000 |
Liabilities: | ||
Accounts payable and other liabilities | 2,715,000 | 3,357,000 |
Accounts payable and other liabilities – Hotel | 7,508,000 | 6,744,000 |
Due to securities broker | 490,000 | 7,917,000 |
Obligations for securities sold | 449,000 | 6,419,000 |
Related party notes payable | 3,521,000 | 4,088,000 |
Other notes payable – SBA Loans | 2,000,000 | |
Finance leases | 183,000 | 664,000 |
Mortgage notes payable - Hotel | 108,747,000 | 110,134,000 |
Mortgage notes payable - real estate | 85,437,000 | 70,259,000 |
Total liabilities | 209,050,000 | 211,582,000 |
Commitments and contingencies - Note 17 | ||
Shareholders’ deficit: | ||
Preferred stock, $.01 par value, 100,000 shares authorized; none issued | ||
Common stock, $.01 par value, 4,000,000 shares authorized; 3,459,888 and 3,404,982 issued; 2,236,180 and 2,222,919 outstanding as of June 30, 2022 and 2021, respectively | 33,000 | 33,000 |
Additional paid-in capital | 3,277,000 | 2,172,000 |
Accumulated deficit | (46,116,000) | (36,394,000) |
Treasury stock, at cost, 1,223,708 and 1,182,063 shares as of June 30, 2022 and 2021, respectively | (19,324,000) | (17,370,000) |
Total InterGroup shareholders’ deficit | (62,130,000) | (51,559,000) |
Non-controlling interest | (20,874,000) | (19,677,000) |
Total shareholders’ deficit | (83,004,000) | (71,236,000) |
Total liabilities and shareholders’ deficit | $ 126,046,000 | $ 140,346,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 30, 2021 |
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 | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 4,000,000 | 4,000,000 |
Common stock, shares issued | 3,459,888 | 3,404,982 |
Common stock, shares outstanding | 2,236,180 | 2,222,919 |
Treasury stock, shares | 1,223,708 | 1,182,063 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||
Total revenues | $ 47,219,000 | $ 28,658,000 |
Costs and operating expenses: | ||
Hotel operating expenses | (27,451,000) | (17,911,000) |
Real estate operating expenses | (8,694,000) | (7,869,000) |
Depreciation and amortization expense | (4,754,000) | (4,639,000) |
General and administrative expense | (2,649,000) | (3,109,000) |
Total costs and operating expenses | (43,548,000) | (33,528,000) |
Income (loss) from operations | 3,671,000 | (4,870,000) |
Other (expense) income: | ||
Interest expense - mortgages | (8,881,000) | (8,914,000) |
Gain from sale of real estate | 12,043,000 | |
Gain on disposal of assets | 12,000 | |
Net (loss) gain on marketable securities | (5,033,000) | 8,248,000 |
Net (loss) gain on marketable securities - Comstock | (2,581,000) | 3,390,000 |
Gain on debt forgiveness | 2,000,000 | 5,172,000 |
Loss on debt extinguishment | (335,000) | |
Impairment loss on other investments | (41,000) | (119,000) |
Dividend and interest income | 980,000 | 519,000 |
Trading and margin interest expense | (1,426,000) | (1,333,000) |
Net other (expense) income | (15,317,000) | 19,018,000 |
(Loss) income before income taxes | (11,646,000) | 14,148,000 |
Income tax (expense) benefit | 1,030,000 | (3,603,000) |
Net (loss) income | (10,616,000) | 10,545,000 |
Less: Net loss (income) attributable to the noncontrolling interest | 1,893,000 | (136,000) |
Net (loss) income attributable to InterGroup | $ (8,723,000) | $ 10,409,000 |
Net (loss) income per share | ||
Basic | $ (4.77) | $ 4.74 |
Diluted | 4.12 | |
Net (loss) income per share attributable to InterGroup | ||
Basic | (3.92) | 4.68 |
Diluted | $ 4.06 | |
Weighted average number of common shares outstanding | 2,224,293 | 2,222,919 |
Weighted average number of diluted shares outstanding | 2,560,514 | |
Hotel [Member] | ||
Revenues: | ||
Total revenues | $ 31,534,000 | $ 14,668,000 |
Real Estate [Member] | ||
Revenues: | ||
Total revenues | $ 15,685,000 | $ 13,990,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value 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 | 10,409,000 | 10,409,000 | 136,000 | 10,545,000 | |||
Stock options expense | 14,000 | 14,000 | 14,000 | ||||
Reclassify non-controlling interest to InterGroup | (3,262,000) | (3,262,000) | 1,207,000 | (2,055,000) | |||
Investment in Portsmouth | (4,468,000) | (4,468,000) | 3,025,000 | (1,443,000) | |||
Investment in Justice | (696,000) | (696,000) | |||||
Distribution to NCI | (979,000) | (979,000) | |||||
Purchase of treasury stock | (2,375,000) | (2,375,000) | $ (2,375,000) | ||||
Issuance of stock from exercise of stock options, shares | |||||||
Ending balance, value at Jun. 30, 2021 | $ 33,000 | 2,172,000 | (36,394,000) | (17,370,000) | (51,559,000) | (19,677,000) | $ (71,236,000) |
Ending balance, shares at Jun. 30, 2021 | 3,404,982 | ||||||
Net Income Loss | (8,723,000) | (8,723,000) | (1,893,000) | (10,616,000) | |||
Stock options expense | 4,000 | 4,000 | 4,000 | ||||
Investment in Portsmouth | (58,000) | (58,000) | 41,000 | (17,000) | |||
Purchase of treasury stock | (1,954,000) | (1,954,000) | (1,954,000) | ||||
Issuance of stock from exercise of stock options | |||||||
Issuance of stock from exercise of stock options, shares | 54,906 | 90,000 | |||||
Distribution from Santa Fe | 1,159,000 | 1,159,000 | $ 1,159,000 | ||||
Purchase of Partnership interest | (344,000) | (344,000) | |||||
Reclassify noncontrolling interest due to purchase of Justice | (999,999) | (999,999) | 999,999 | ||||
Ending balance, value at Jun. 30, 2022 | $ 33,000 | $ 3,277,000 | $ (46,116,000) | $ (19,324,000) | $ (62,130,000) | $ (20,874,000) | $ (83,004,000) |
Ending balance, shares at Jun. 30, 2022 | 3,459,888 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (10,616,000) | $ 10,545,000 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Net unrealized loss (gain) on marketable securities | 5,408,000 | (10,761,000) |
Deferred taxes | (1,472,000) | 2,243,000 |
Gain on disposal of assets | (12,000) | |
Gain from sale of real estate | (12,043,000) | |
Gain from debt forgiveness | (2,000,000) | (5,172,000) |
Impairment loss on other investments | 41,000 | 119,000 |
Depreciation and amortization | 4,754,000 | 4,639,000 |
Amortization of loan cost | 432,000 | 340,000 |
Amortization of related party notes | (567,000) | (567,000) |
Stock compensation expense | 4,000 | 14,000 |
Reclassifying non-controlling interest | (2,055,000) | |
Changes in assets and liabilities: | ||
Investment in marketable securities | 19,335,000 | (18,853,000) |
Other assets | (1,123,000) | 364,000 |
Accounts payable and other liabilities | (642,000) | (856,000) |
Accounts payable and other liabilities – Hotel | 764,000 | (236,000) |
Due to securities broker | (7,427,000) | 6,341,000 |
Obligations for securities sold | (5,970,000) | 6,125,000 |
Net cash provided by (used in) operating activities | 921,000 | (19,825,000) |
Cash flows from investing activities: | ||
Capital expenditures for property and equipment - Hotel | (1,926,000) | (1,068,000) |
Capital expenditures for property and equipment - real estate | (2,760,000) | (2,917,000) |
Distribution from Santa Fe | 1,159,000 | |
Investment in Portsmouth | (17,000) | (1,443,000) |
Investment in Justice | (344,000) | (696,000) |
Proceeds from other investments | 118,000 | |
Proceeds from sale of real estate | 15,178,000 | |
Distribution to non-controlling interest | (979,000) | |
Net cash (used in) provided by investing activities | (3,888,000) | 8,193,000 |
Cash flows from financing activities: | ||
Payments of mortgage, finance leases and other notes payable | (3,698,000) | (4,380,000) |
Proceeds from mortgage and other notes payable | 16,683,000 | 6,762,000 |
Issuance cost from refinance of long-term debt | (107,000) | (279,000) |
Purchase of treasury stock | (1,954,000) | (2,375,000) |
Proceeds from other notes payable – SBA Loans | 2,000,000 | |
Issuance cost from renewing line of credit | (5,000) | |
Payments of line of credit | (2,985,000) | |
Net cash provided by (used in) financing activities | 10,924,000 | (1,262,000) |
Net increase (decrease) in cash, cash equivalents and restricted cash: | 7,957,000 | (12,894,000) |
Cash, cash equivalents and restricted cash at the beginning of the year | 15,392,000 | 28,286,000 |
Cash, cash equivalents and restricted cash at the end of the year | 23,349,000 | 15,392,000 |
Supplemental information: | ||
Income taxes paid | 1,975,000 | 3,076,000 |
Interests paid | 7,663,000 | 8,677,000 |
Supplemental non-cash investing and financing transactions: | ||
Additions to Hotel equipment through finance leases | $ 30,000 |
BUSINESS AND SIGNIFICANT ACCOUN
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | NOTE 1 - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Description of the Business The InterGroup Corporation, a Delaware corporation, (“InterGroup” or the “Company”) was formed to buy, develop, operate and dispose of real property and to engage in various investment activities to benefit the Company and its shareholders. Effective February 19, 2021, the Company’s 83.7 68.8 5,013,000 422,998 3.7 221,000 18,641 In June 2022, InterGroup received distribution of $ 1,159,000 As of June 30, 2022, InterGroup owns approximately 75.0 2.5 Portsmouth’s primary business was conducted through its general and limited partnership interest in Justice Investors Limited Partnership, a California limited partnership (“Justice” or the “Partnership”). Effective July 15, 2021, Portsmouth completed the purchase of 100 0.7% Prior to its dissolution effective December 23, 2021, Justice owned and operated 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 through its subsidiaries Justice Operating Company, LLC (“Operating”) and Justice Mezzanine Company, LLC (“Mezzanine”). Mezzanine was a wholly owned subsidiary of the Partnership; Operating is a wholly owned subsidiary of Mezzanine. Effective December 23, 2021, Portsmouth replaced Justice as the single member 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 a full-service Hilton brand hotel pursuant to a Franchise License Agreement with HLT Franchise Holding LLC (“Hilton”) through January 31, 2030. Aimbridge Hospitality (“Aimbridge”) manages the Hotel, along with its five-level parking garage, under certain Hotel management agreement (“HMA”) with Operating. The term of the management agreement is for an initial period of ten years commencing on the February 3, 2017 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 Aimbridge shall be one and seven-tenths percent (1.70%) of total Hotel revenue. In addition to the operations of the Hotel, the Company also generates income from the ownership of real estate. Properties include apartment complexes, commercial real estate, and three single-family houses as strategic investments. The properties are located throughout the United States, but are concentrated in Texas and Southern California. The Company also has investments in unimproved real property. All of the Company’s residential rental properties are managed in-house. Principles of Consolidation The consolidated financial statements include the accounts of the Company and Portsmouth. All significant inter-company transactions and balances have been eliminated. Investment in Hotel, Net Property and equipment are stated at cost. Building improvements are depreciated on a straight-line basis over their useful lives ranging from 3 39 3 7 Repairs and maintenance are charged to expense as incurred. Costs of significant renewals and improvements are capitalized and depreciated over the shorter of its remaining estimated useful life or life of the asset. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts; any resulting gain or loss is included in other income (expenses). The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with generally accepted accounting principles (“GAAP”). If the carrying amount of the asset, including any intangible assets associated with that asset, exceeds its estimated undiscounted net cash flow, before interest, the Company will recognize an impairment loss equal to the difference between the asset’s carrying amount and its estimated fair value. If impairment is recognized, the reduced carrying amount of the asset will be accounted for as its new cost. For a depreciable asset, the new cost will be depreciated over the asset’s remaining useful life. Generally, fair values are estimated using discounted cash flow, replacement cost or market comparison analyses. The process of evaluating for impairment requires estimates as to future events and conditions, which are subject to varying market and economic factors. Therefore, it is reasonably possible that a change in estimate resulting from judgments as to future events could occur which would affect the recorded amounts of the property. No impairment losses were recorded for the years ended June 30, 2022 and 2021. Investment in Real Estate, Net Rental properties are stated at cost less accumulated depreciation. Depreciation of rental property is provided on the straight-line method based upon estimated useful lives of 5 40 5 10 The Company also reviews its rental property assets for impairment. No impairment losses on the investment in real estate have been recorded for the years ended June 30, 2022 and 2021. The fair value of the tangible assets of an acquired property, which includes land, building and improvements, is determined by valuing the property as if they were vacant, and incorporates costs during the lease-up periods considering current market conditions and costs to execute similar leases such lost rental revenue and tenant improvements. The value of tangible assets is depreciated using straight-line method based upon the assets estimated useful lives. Investment in Marketable Securities Marketable securities are stated at fair value as determined by the most recently traded price of each security at the balance sheet date. Marketable securities are classified as trading securities with all unrealized gains and losses on the Company’s investment portfolio recorded through the consolidated statements of operations. Other Investments, Net Other investments include non-marketable securities (carried at cost, net of any impairments loss) and non-marketable debt instruments. The Company has no significant influence or control over the entities that issue these investments. These investments are reviewed on a periodic basis for other-than-temporary impairment. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: (i) the length of time an investment is in an unrealized loss position, (ii) the extent to which fair value is less than cost, (iii) the financial condition and near-term prospects of the issuer and (iv) our ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. For the years ended June 30, 2022 and 2021, the Company recorded impairment losses related to other investments of $ 41,000 119,000 4,636,000 4,595,000 Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased and are carried at cost, which approximates fair value. As of June 30, 2022 and 2021, the Company does no Restricted Cash Restricted cash is comprised of amounts held by lenders for payment of real estate taxes, insurance, replacement and capital addition reserves for the Hotel. Other Assets Other assets include prepaid insurance, accounts receivable, prepaid expenses, and other miscellaneous assets. Accounts receivable from the Hotel and rental property customers are carried at cost less an allowance for doubtful accounts that is based on management’s assessment of the collectability of accounts receivable. The Company had accounts receivable of $ 504,000 124,000 531,000 110,000 514,000 Due to Securities Broker The Company may utilize margin for its marketable securities purchases through the use of standard margin agreements with national brokerage firms. Various securities brokers have advanced funds to the Company for the purchase of marketable securities under standard margin agreements. These advanced funds are recorded as a liability. Obligation for Securities Sold Obligation for securities sold represents the fair market value of shares sold with the promise to deliver that security at some future date and the fair market value of shares underlying the written call options with the obligation to deliver that security when and if the option is exercised. The obligation may be satisfied with current holdings of the same security or by subsequent purchases of that security. Unrealized gains and losses from changes in the obligation are included in the statement of operations. Accounts Payable and Other Liabilities Accounts payable and other liabilities include trade payables, advance customer deposits, accrued wages, accrued real estate taxes, and other liabilities. Treasury Stock The Company records the acquisition of treasury stock under the cost method. During the years ended June 30, 2022 and 2021, the Company purchased 41,645 65,890 Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. Accounting standards for fair value measurement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows: Level 1 Level 2 Level 3 Revenue Recognition On July 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers Advertising Costs Advertising costs are expensed as incurred and are included in Hotel operating expenses in the consolidated statements of operations. Advertising costs were $ 61,000 110,000 Income Taxes Deferred income taxes are calculated under the liability method. Deferred income tax assets and liabilities are based on differences between the financial statement and tax basis of assets and liabilities at the current enacted tax rates. Changes in deferred income tax assets and liabilities are included as a component of income tax expense. Changes in deferred income tax assets and liabilities attributable to changes in enacted tax rates are charged or credited to income tax expense in the period of enactment. Valuation allowances are established for certain deferred tax assets where realization is not likely. We have considered the income tax accounting and disclosure implications of the relief provided by the Coronavirus Aid, Relief, and Economic Security (CARES) Act enacted on March 27, 2020, and the American Rescue Plan Act enacted on March 11, 2021. The effect of tax law changes is required to be recognized either in the interim period in which the legislation is enacted or reflected in the computation of the annual effective tax rate, depending on the nature of the change. As of June 30, 2022 and 2021, we evaluated the income tax provisions of the CARES Act and the American Rescue Plan Act and have determined there to be no material effect on the fiscal years’ tax provision. We will continue to evaluate the income tax provisions of both acts and monitor the tax law changes that could have income tax accounting and disclosure implications. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. Earnings Per Share Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. The computation of diluted net income per share is similar to the computation of basic net income 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 basic and diluted earnings per share are the same for the fiscal year ended June 30, 2022 because the Company had a net loss. As of June 30, 2021, the Company’s potentially dilutive common shares are 323,195 14,400 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to the recording of allowance for doubtful accounts which are based on management’s assessment of the collectability of accounts receivable as of the end of the fiscal year. Actual results may differ from those estimates. Management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets and when appropriate, records tax valuation allowances based on that evidence and estimates. Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the debt liability and are amortized over the life of the debt. Loan amortization costs are included in interest expense in the consolidated statement of operations. Recent Accounting Pronouncements As of June 30, 2022, there was no material impact from the recent adoption of new accounting pronouncements, nor expected material impact from recently issued accounting pronouncements yet to be adopted, on the Company’s consolidated financial statements. |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Jun. 30, 2022 | |
Liquidity | |
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 continues to have a material detrimental impact on our liquidity. For the fiscal year ended June 30, 2022, our net cash flow provided by operations was $ 921,000 The Company had cash and cash equivalents of $ 14,367,000 6,808,000 8,982,000 8,584,000 10,110,000 21,456,000 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 11,350,000 16,000,000 7,550,000 14,200,000 During the fiscal year ending June 30, 2021, we completed refinancing on six of our California properties and generated net proceeds of $ 6,762,000 16,683,000 2,000,000 5,000,000 2,000,000 On April 9, 2020, Justice entered into a loan agreement (“SBA Loan”) with CIBC Bank USA under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). Justice received proceeds of $ 4,719,000 April 9, 2022 1.00 4,719,000 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 $ 453,000 453,000 April 27, 2022 1.00 453,000 On February 3, 2021, Justice entered into a second loan agreement (“Second SBA Loan”) with CIBC Bank USA administered by the SBA. Justice received proceeds of $ 2,000,000 February 3, 2026 1.00 2,000,000 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 at all of our properties. 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 the economic recovery takes longer than anticipated. The objectives of our cash management policy are to maintain existing leverage levels and the availability of liquidity, while minimizing operational costs. However, there can be no guarantee that management will be successful with its plan. The following table provides a summary as of June 30, 2022, the Company’s material financial obligations which also includes interest payments. SCHEDULE OF MATERIAL FINANCIAL OBLIGATION Year Year Year Year Year Total 2023 2024 2025 2026 2027 Thereafter Mortgage and subordinated notes payable $ 195,400,000 $ 7,755,000 $ 108,574,000 $ 3,970,000 $ 1,174,000 $ 3,304,000 $ 70,623,000 Related party notes payable 3,521,000 567,000 567,000 567,000 567,000 462,000 791,000 Interest 35,822,000 9,075,000 5,630,000 2,491,000 2,371,000 2,264,000 13,991,000 Total $ 234,743,000 $ 17,397,000 $ 114,771,000 $ 7,028,000 $ 4,112,000 $ 6,030,000 $ 85,405,000 |
REVENUE
REVENUE | 12 Months Ended |
Jun. 30, 2022 | |
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 revenue recognition rules under ASC 606 specifically eliminates rental revenue from the accounting standard. The following table present our Hotel revenue disaggregated by revenue streams. SCHEDULE OF DISAGGREGATION OF REVENUE For the year ended June 30, 2022 2021 Hotel revenues: Hotel rooms $ 26,599,000 $ 12,138,000 Food and beverage 1,471,000 293,000 Garage 3,112,000 2,117,000 Other operating departments 352,000 120,000 Total Hotel revenue $ 31,534,000 $ 14,668,000 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 ● Non-cancelable 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 June 30, 2022 and 2021, other than trade and other receivables, net on our 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 consolidated balance sheets and had a balance of $ 375,000 493,000 161,000 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 are less than one year. |
INVESTMENT IN HOTEL, NET
INVESTMENT IN HOTEL, NET | 12 Months Ended |
Jun. 30, 2022 | |
Investment In Hotel Net | |
INVESTMENT IN HOTEL, NET | NOTE 4 – INVESTMENT IN HOTEL, NET Investment in Hotel consisted of the following as of: SCHEDULE OF INVESTMENT IN HOTEL, NET Accumulated Net Book June 30, 2022 Cost Depreciation Value Land $ 2,738,000 $ - $ 2,738,000 Finance lease ROU assets 1,805,000 (922,000 ) 883,000 Furniture and equipment 32,860,000 (28,567,000 ) 4,293,000 Building and improvements 64,665,000 (35,312,000 ) 29,353,000 Investment in Hotel, net $ 102,068,000 $ (64,801,000 ) $ 37,267,000 Accumulated Net Book June 30, 2021 Cost Depreciation Value Land $ 2,738,000 $ - $ 2,738,000 Finance lease ROU assets 1,805,000 (606,000 ) 1,199,000 Furniture and equipment 31,014,000 (27,957,000 ) 3,057,000 Building and improvements 64,585,000 (33,928,000 ) 30,657,000 Investment in Hotel, net $ 100,142,000 $ (62,491,000 ) $ 37,651,000 |
INVESTMENT IN REAL ESTATE, NET
INVESTMENT IN REAL ESTATE, NET | 12 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENT IN REAL ESTATE, NET | NOTE 5 - INVESTMENT IN REAL ESTATE, NET At June 30, 2022, the Company’s investment in real estate consisted of twenty properties located throughout the United States. These properties include sixteen apartment complexes, three single-family houses as strategic investments, and one commercial real estate property. The Company also owns unimproved land located in Maui, Hawaii. Investment in real estate included the following: SCHEDULE OF INVESTMENT IN REAL ESTATE As of June 30, 2022 2021 Land $ 22,998,000 $ 22,998,000 Buildings, improvements and equipment 70,933,000 68,173,000 Accumulated depreciation (47,374,000 ) (44,930,000 ) Investment in real estate, gross 46,557,000 46,241,000 Land held for development 1,468,000 1,468,000 Investment in real estate, net $ 48,025,000 $ 47,709,000 |
INVESTMENT IN MARKETABLE SECURI
INVESTMENT IN MARKETABLE SECURITIES | 12 Months Ended |
Jun. 30, 2022 | |
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 i At June 30, 2022 and 2021, 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: SCHEDULE OF TRADING SECURITIES Gross Gross Net Investment Cost Unrealized Gain Unrealized Loss Unrealized Loss Fair Value As of June 30, 2022 Corporate Equities $ 11,150,000 $ 1,474,000 $ (1,575,000 ) $ (101,000 ) $ 11,049,000 As of June 30, 2021 Corporate Equities $ 29,816,000 $ 8,634,000 $ (2,658,000 ) $ 5,976,000 $ 35,792,000 Net gain (loss) on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of the two components for the years ended June 30, 2022 and 2021, respectively. SCHEDULE OF NET LOSS ON MARKETABLE SECURITIES COMPRISING OF REALIZED AND UNREALIZED GAINS (LOSSES) For the year ended June 30, 2022 2021 Realized gain on marketable securities $ 375,000 $ 2,746,000 Realized loss on marketable securities related to Comstock (2,581,000 ) (1,870,000 ) Unrealized (loss) gain on marketable securities (5,408,000 ) 7,372,000 Unrealized gain on marketable securities related to Comstock - 3,390,000 Net (loss) gain on marketable securities $ (7,614,000 ) $ 11,638,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7 - FAIR VALUE MEASUREMENTS The carrying values of the Company’s financial instruments not required to be carried at fair value on a recurring basis approximate fair value due to their short maturities (i.e., accounts receivable, other assets, accounts payable and other liabilities, due to securities broker and obligations for securities sold) or the nature and terms of the obligation (i.e., other notes payable and mortgage notes payable). The assets measured at fair value on a recurring basis are as follows: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS As of June 30, 2022 Level 1 Assets: Investment in marketable securities: REITs and real estate companies $ 3,289,000 Communication services 2,787,000 Financial services 1,755,000 Technology 815,000 Basic material 769,000 Consumer cyclical 693,000 Industrial 385,000 Energy 279,000 Other 277,000 Investment in marketable securities $ 11,049,000 As of June 30, 2021 Level 1 Assets: Investment in marketable securities: REITs and real estate companies $ 11,624,000 Energy 6,374,000 Communication services 4,872,000 Financial services 3,873,000 Industrial 3,746,000 Basic material 1,797,000 Consumer cyclical 1,702,000 Healthcare 981,000 Technology 442,000 Other 381,000 Investment in marketable securities $ 35,792,000 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 are “Other investments in non-marketable securities,” that were initially measured at cost and have been written down to fair value as a result of impairment or adjusted to record the fair value of new instruments received (i.e., preferred shares) in exchange for old instruments (i.e., debt instruments). The following table shows the fair value hierarchy for these assets measured at fair value on a non-recurring basis as follows: SCHEDULE OF FAIR VALUE MEASUREMENTS ON NON-RECURRING BASIS Net loss for the Assets Level 3 June 30, 2022 year ended Other non-marketable investments $ - $ - $ (41,000 ) Net loss for the Assets Level 3 June 30, 2021 year ended Other non-marketable investments $ 41,000 $ 41,000 $ (119,000 ) For fiscal years ended June 30, 2022 and 2021, we received distribution from other non-marketable investments of zero 119,000 Other investments in non-marketable securities are carried at cost net of any impairment loss. The Company has no significant influence or control over the entities that issue these investments. These investments are reviewed on a periodic basis for other-than-temporary impairment. When determining the fair value of these investments on a non-recurring basis, the Company uses valuation techniques such as the market approach and the unobservable inputs include factors such as conversion ratios and the stock price of the underlying convertible instruments. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: (i) the length of time an investment is in an unrealized loss position, (ii) the extent to which fair value is less than cost, (iii) the financial condition and near-term prospects of the issuer and (iv) our ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 8 – OTHER ASSETS Other assets consist of the following as of June 30: SCHEDULE OF OTHER ASSETS, NET 2022 2021 Accounts receivable, net $ 634,000 $ 340,000 Prepaid expenses 775,000 535,000 Miscellaneous assets 652,000 729,000 Prepaid taxes 683,000 17,000 Total other assets $ 2,744,000 $ 1,621,000 |
RELATED PARTY AND OTHER FINANCI
RELATED PARTY AND OTHER FINANCING TRANSACTIONS | 12 Months Ended |
Jun. 30, 2022 | |
Related Party And Other Financing Transactions | |
RELATED PARTY AND OTHER FINANCING TRANSACTIONS | NOTE 9 – RELATED PARTY AND OTHER FINANCING TRANSACTIONS The following summarizes the balances of related party and other notes payable as of June 30, 2022 and 2021, respectively. SUMMARY OF RELATED PARTY AND OTHER NOTES PAYABLE As of June 30, 2022 2021 Note payable – Hilton $ 2,375,000 $ 2,692,000 Note payable – Aimbridge 1,146,000 1,396,000 Other notes payable - SBA Loans - 2,000,000 Total related party and other notes payable $ 3,521,000 $ 6,088,000 Note payable to Hilton (Franchisor) is a self-exhausting, interest free development incentive note which is reduced by approximately $ 316,000 through 2030 On February 1, 2017, Operating entered an HMA with Ambridge to manage the Hotel with an effective takeover date of February 3, 2017. The term of the management agreement is for an initial period of 10 2,000,000 8 In July 2018, InterGroup obtained a revolving $ 5,000,000 The RLOC carries a variable interest rate of 30-day LIBOR plus 3% 2,000,000 5,000,000 2,000,000 On April 9, 2020, Justice entered into a loan agreement (“SBA Loan – Justice”) with CIBC Bank USA under the CARES Act administered by the U.S. Small Business Administration. The Partnership received proceeds of $ 4,719,000 April 9, 2022 1.00 453,000 453,000 April 27, 2022 1.00 5,172,000 On February 3, 2021, Justice entered into a second loan agreement (“Second SBA Loan”) with CIBC Bank USA administered by the SBA. Justice received proceeds of $ 2,000,000 February 3, 2026 1.00 2,000,000 Future minimum principal payments for all related party and other financing transactions are as follows: SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS For the year ending June 30, 2023 $ 567,000 2024 567,000 2025 567,000 2026 567,000 2027 462,000 Thereafter 791,000 Long term debt $ 3,521,000 To fund the redemption of limited partnership interests and to repay the prior mortgage of $ 42,940,000 97,000,000 20,000,000 5.275 89,114,000 90,745,000 The mezzanine interest only loan had an interest rate of 9.75% per annum and a maturity date of January 1, 2024 20,000,000 9.75 7.25 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 20,000,000 On July 2, 2014, the Partnership obtained from InterGroup an unsecured loan in the principal amount of $ 4,250,000 12 with a term of 2 years 3 On July 20, 2022, the maturity date was extended to July 31, 2023 10,000,000 11,350,000 16,000,000 14,200,000 6,650,000 On August 28, 2020, Santa Fe sold its 27-unit apartment complex located in Santa Monica, California for $ 15,650,000 12,163,000 2,985,000 662,000 On November 23, 2020, Santa Fe sold its 2-unit apartment complex in West Los Angeles, California to InterGroup for $ 1,530,000 1,196,000 785,000 334,000 901,000 As disclosed in its Definitive Information Statement on Schedule 14C, filed with the SEC on January 25, 2021, Santa Fe received shareholder approval to distribute its assets, as described and subsequently dissolve, all as set forth in the Information Statement. As InterGroup formerly owned 83.7% 5,013,000 422,998 3.7 221,000 18,641 1,159,000 Four of the Portsmouth directors serve as directors of InterGroup. The Company’s Vice President Real Estate was elected President of Portsmouth in May 2021. The Company’s director and Chairman of the Audit Committee, William J. Nance, serves as Comstock’s director and Chairman of the Audit and Finance, Compensation and Nominating and Governance Committees of Comstock. 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 Board of Portsmouth and oversees the investment activity of Portsmouth. Effective June 2016, Mr. Winfield became the Managing Director of Justice and served in that position until the dissolution of Justice in December 2021. Depending on certain market conditions and various risk factors, the Chief Executive Officer and Portsmouth 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 Portsmouth, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company. |
MORTGAGE NOTES PAYABLE
MORTGAGE NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
MORTGAGE NOTES PAYABLE | NOTE 10 – MORTGAGE NOTES PAYABLE On December 18, 2013: (i) Justice Operating Company, LLC, a Delaware limited liability company (“Operating”), entered into a loan agreement (“Mortgage Loan Agreement”) with Bank of America (“Mortgage Lender”); and (ii) Justice Mezzanine Company, a Delaware limited liability company (“Mezzanine”), entered into a mezzanine loan agreement (“Mezzanine Loan Agreement” and, together with the Mortgage Loan Agreement, the “Loan Agreements”) with ISBI San Francisco Mezz Lender LLC (“Mezzanine Lender” and, together with Mortgage Lender, the “Lenders”). The Partnership was the sole member of Mezzanine until its dissolution in December 2021 when Portsmouth replaced the Partnership as the sole member of Mezzanine. Mezzanine is the sole member of Operating. The Loan Agreements provide for a $ 97,000,000 20,000,000 The Mortgage Loan is secured by Operating’s principal asset, the Hilton San Francisco-Financial District (the “Property”). The Mortgage Loan bears an interest rate of 5.275 January 2024 The term of the loan is 10 years with interest only due in the first three years and principal and interest on the remaining seven years of the loan based on a thirty-year amortization schedule The Mezzanine Loan is secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. The Mezzanine Loan had an interest rate of 9.75 January 1, 2024 20,000,000 7.25 January 1, 2024 The Guaranties are limited to what are commonly referred to as “bad boy” acts, including: (i) fraud or intentional misrepresentations; (ii) gross negligence or willful misconduct; (iii) misapplication or misappropriation of rents, security deposits, insurance or condemnation proceeds; and (iv) failure to pay taxes or insurance. The Guaranties are full recourse guaranties under identified circumstances, including failure to maintain “single purpose” status which is a factor in a consolidation of Operating or Mezzanine in a bankruptcy of another person, transfer or encumbrance of the Property in violation of the applicable loan documents, Operating or Mezzanine incurring debts that are not permitted, and the Property becoming subject to a bankruptcy proceeding. Pursuant to the Guaranties, the Partnership was required to maintain a certain minimum net worth and liquidity. Effective as of May 12, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under the environmental indemnity for the $ 97,000,000 20,000,000 The DSCR for Operating had been below 1.00 from third quarter of fiscal year 2020 to third quarter of fiscal year 2022 while it is required to maintain a DSCR of at least 1.10 to 1.00 for two consecutive quarters. 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. Justice has not missed any of its debt service payments and does not anticipate missing any debt obligations for at least the next twelve months and beyond. Additionally, Operating’s DSCR for the fourth quarter of fiscal year 2022 has reached 1.69 for the Mortgage Loan and 1.34 for the Mezzanine Loan Each of the Loan Agreements contains customary representations and warranties, events of default, reporting requirements, affirmative covenants and negative covenants, which impose restrictions on, among other things, organizational changes of the respective borrower, operations of the Property, agreements with affiliates and third parties. Each of the Loan Agreements also provides for mandatory prepayments under certain circumstances (including casualty or condemnation events) and voluntary prepayments, subject to satisfaction of prescribed conditions set forth in the Loan Agreements. In October 2020, the Company refinanced its $ 4,800,000 8,400,000 3,529,000 2.52 November 2030 In November 2020, the Company refinanced its $ 1,088,000 1,995,000 798,000 3.05 December 2030 In January 2021, the Company refinanced its $ 1,597,000 2,780,000 1,057,000 3.05 February 2031 In June 2021, the Company refinanced its $ 563,000 1,155,000 619,000 Interest rate on the mortgage has a five-year fixed interest rate of 3.5% per annum and adjustable rate thereafter at 2.5% over the 6-month LIBOR Index with semi-annual rate and payment adjustments. Semi-annual rate cap is 1.25% after the initial interest rate change with a floor equal to the start rate and ceiling of 9.95% August 1, 2051 In June 2021, the Company refinanced two of its single-family houses in West Los Angeles, California with two existing mortgages totaling $ 563,000 1,475,000 759,000 Interest rate on the mortgages is at five-year fixed interest rate of 3.5 August 1, 2051 In July 2021, the Company refinanced three of its California properties’ existing mortgages totaling $ 1,065,000 3,450,000 2,325,000 3.50 830,000 826,000 3.50 five years August 2051 On October 14, 2021, the Company refinanced its $ 15,900,000 28,800,000 12,938,000 2.95 ten years November 2031 On June 30, 2022, the Company refinanced its $ 5,283,000 5,850,000 522,000 4.4 five years 5.44 July 2052 Each mortgage notes payable is secured by real estate or the Hotel. As of June 30, 2022 and 2021, the mortgage notes payables are summarized as follows: SCHEDULE OF MORTGAGE NOTE PAYABLE As of June 30, 2022 Number Note Note Mortgage Interest Property of Units Origination Date Maturity Date Balance Rate SF Hotel 544 December 2013 January 2024 $ 89,114,000 5.28 % SF Hotel 544 July 2019 January 2024 20,000,000 7.25 % Mortgage notes payable – Hotel 109,114,000 Debt issuance costs (367,000 ) Total mortgage notes payable – Hotel $ 108,747,000 Florence 157 March 2015 April 2025 $ 2,998,000 3.87 % Las Colinas 358 October 2021 November 2031 28,800,000 2.95 % Morris County 151 April 2020 May 2030 17,598,000 3.17 % St. Louis 264 May 2013 May 2023 4,958,000 4.05 % Los Angeles 4 July 2021 July 2051 1,135,000 3.50 % Los Angeles 2 July 2021 July 2051 688,000 3.50 % Los Angeles 1 June 2021 August 2051 904,000 3.50 % Los Angeles 31 October 2020 November 2030 8,400,000 2.52 % Los Angeles 30 June 2022 July 2052 5,850,000 4.40 % Los Angeles 14 January 2021 February 2031 2,704,000 3.05 % Los Angeles 12 June 2016 June 2026 2,026,000 3.59 % Los Angeles 9 June 2020 July 2030 2,498,000 3.09 % Los Angeles 9 November 2020 December 2030 1,934,000 3.05 % Los Angeles 8 July 2021 July 2051 1,567,000 3.50 % Los Angeles 7 August 2012 September 2042 774,000 3.75 % Los Angeles 4 June 2021 August 2051 1,135,000 3.50 % Los Angeles 1 June 2021 August 2051 545,000 3.50 % Los Angeles 4 July 2021 August 2051 816,000 3.50 % Los Angeles 1 September 2018 October 2048 956,000 3.50 % Mortgage notes payable – real estate 86,286,000 Debt issuance costs (850,000 ) Total mortgage notes payable – real estate $ 85,437,000 As of June 30, 2021 Number Note Note Mortgage Interest Property of Units Origination Date Maturity Date Balance Rate SF Hotel 544 December 2013 January 2024 $ 90,745,000 5.28 % SF Hotel 544 July 2019 January 2024 20,000,000 7.25 % Mortgage notes payable – Hotel 110,745,000 Debt issuance costs (611,000 ) Total mortgage notes payable – Hotel $ 110,134,000 Florence 157 March 2015 April 2025 $ 3,076,000 3.87 % Las Colinas 358 November 2012 December 2022 16,065,000 3.73 % Morris County 151 April 2020 May 2030 17,975,000 3.17 % St. Louis 264 May 2013 May 2023 5,100,000 4.05 % Los Angeles 4 September 2012 September 2042 323,000 3.75 % Los Angeles 2 September 2012 September 2042 327,000 3.75 % Los Angeles 1 June 2021 August 2051 920,000 3.50 % Los Angeles 31 October 2020 November 2030 8,400,000 2.52 % Los Angeles 30 August 2007 September 2022 5,453,000 5.97 % Los Angeles 14 January 2021 February 2031 2,761,000 3.05 % Los Angeles 12 June 2016 June 2026 2,077,000 3.59 % Los Angeles 9 June 2020 July 2030 2,552,000 3.09 % Los Angeles 9 November 2020 December 2030 1,975,000 3.05 % Los Angeles 8 July 2013 July 2043 416,000 3.75 % Los Angeles 7 August 2012 September 2042 798,000 3.75 % Los Angeles 4 June 2021 August 2051 1,155,000 3.50 % Los Angeles 1 June 2021 August 2051 555,000 3.50 % Los Angeles 1 September 2018 October 2048 957,000 4.75 % Mortgage notes payable – real estate 70,885,000 Debt issuance costs (626,000 ) Total mortgage notes payable – real estate $ 70,259,000 Future minimum payments for all mortgage notes payable are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENT FOR MORTGAGE NOTES PAYABLE For the year ending June 30, 2023 $ 7,755,000 2024 108,574,000 2025 3,970,000 2026 1,174,000 2027 3,304,000 Thereafter 70,623,000 Total Mortgage Notes payable $ 195,400,000 |
MANAGEMENT AGREEMENTS
MANAGEMENT AGREEMENTS | 12 Months Ended |
Jun. 30, 2022 | |
Management Agreements | |
MANAGEMENT AGREEMENTS | NOTE 11 – MANAGEMENT AGREEMENTS On February 1, 2017, Operating entered into a Hotel management agreement (“HMA”) with Aimbridge Hospitality (“Aimbridge”) to manage the Hotel with an effective takeover date of February 3, 2017. The term of 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 the aggregate subject to certain conditions. The HMA also provides for Aimbridge 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 (2 nd 1,146,000 and $ 1,396,000 , respectively, and are included in the related party notes payable in the consolidated balance sheets. For the fiscal years ended June 30, 2022 and 2021, hotel management fees were $ 1,055,000 and $ 242,000 , respectively, offset by key money amortization of $ 250,000 for both years and are included in Hotel operating expenses in the consolidated statements of operations. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 12 – CONCENTRATION OF CREDIT RISK As of June 30, 2022 and 2021, receivables related to Hotel customers were $ 377,000 194,000 660,000 514,000 146,000 366,000 110,000 256,000 The Company maintains its cash and cash equivalents and restricted cash with various financial institutions that are monitored regularly for credit quality. At times, such cash and cash equivalents holdings may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) or other federally insured limits; however, the Company has never suffered any losses as a result of such high balances. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES The provision for the Company’s income tax (expense) benefit is comprised of the following: SCHEDULE OF INCOME TAX (EXPENSE) BENEFIT For the years ended June 30, 2022 2021 Federal Current tax expense $ (113,000 ) $ (755,000 ) Deferred tax (expense) benefit 884,000 (1,848,000 ) Federal income tax (expense) benefit, total 771,000 (2,603,000 ) State Current tax expense (330,000 ) (605,000 ) Deferred tax benefit 589,000 (395,000 ) State income tax (expense) benefit, total 259,000 (1,000,000 ) Income Tax Benefit $ 1,030,000 $ (3,603,000 ) The provision for income taxes differs from the amount of income tax computed by applying the federal statutory income tax rate to income before taxes as a result of the following differences: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION For the years ended June 30, 2022 2021 Statutory federal tax rate $ 2,446,000 $ (3,169,000 ) State income taxes, net of federal tax benefit 204,000 (834,000 ) Dividend received deduction 103,000 51,000 PPP Loan forgiveness 1,391,000 - Provision to return adjustment 634,000 - Deferral true up – Justice difference in basis of fixed assets 11,621,000 - Disallowed interest 214,000 Net operating loss 32,000 105,000 Valuation allowance (15,201,000 ) (319,000 Basis difference in investments - - Carryback claim refundable - 304,000 Payable true up (311,000 ) - Other 111,000 45,000 Income tax expense (benefit) $ 1,030,000 $ (3,603,000 ) The components of the deferred tax asset and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES June 30, 2022 June 30, 2021 Deferred tax assets: Net operating loss carryforwards $ 11,075,000 $ 9,801,000 Deferred gains on real estate sale and depreciation 10,418,000 - Capital loss carryforwards 1,322,000 614,000 Investment impairment reserve - 671,000 Accruals and reserves 831,000 893,000 Interest expense 2,231,000 2,684,000 Tax credits 566,000 554,000 Other 247,000 225,000 Deferred Tax Asset before Valuation Allowance 26,690,000 15,442,000 Valuation Allowance (22,775,000 ) (951,000 ) Deferred Tax Asset after Valuation Allowance 3,915,000 14,491,00 Deferred tax liabilities: Equity earnings - (5,626,000 ) Deferred gains on real estate sale and depreciation (5,027,000 ) Unrealized gain on marketable securities (9,000 ) (1,531,000 ) State taxes (294,000 ) (167,000 ) Deferred Tax Liability (303,000 ) (12,351,000 ) Net deferred tax asset $ 3,612,000 $ 2,140,000 Management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets to determine if it is more likely than not that the deferred tax asset will be realized. As of June 30, 2022, it has been determined that it more likely than not that the deferred tax asset will not be recognized with the exception of forecasted five-year projected income. Thus, there was a valuation allowance of $ 22,775,000 21,824,000 As of June 30, 2022, the Company had net operating loss (“NOL”) carryforwards of approximately $ 35,483,000 41,238,000 35,483,000 14,697,000 20,786,000 80% SCHEDULE OF ESTIMATED NET OPERATING LOSSES (NOLS) Federal State InterGroup $ 472,000 $ 832,000 Portsmouth 35,011,000 40,416,000 $ 35,483,000 $ 41,248,000 Utilization of the net operating loss carryover may be subject a substantial annual limitation if it should be determined that there has been a change in the ownership of more than 50 percent of the value of the Company’s stock, pursuant to Section 382 of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating loss carryovers before utilization. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. As of June 30, 2022, it has been determined there are no uncertain tax positions likely to impact the Company. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates and is subject to examination by federal, state and local jurisdictions, where applicable. As of June 30, 2022, tax years beginning in fiscal years 2018 and 2017 remain open to examination by the federal and state tax jurisdictions, respectively, and are subject to the statute of limitations. The Company’s income tax expense for the fiscal year ended June 30, 2021 includes $ 3,382,000 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 14 – SEGMENT INFORMATION The Company operates in three three Information below represents reported segments for the years ended June 30, 2022 and 2021. Segment income from Hotel operations consists of the operation of the Hotel and operation of the garage. Segment income from real estate operations consists of the operation of the rental properties. Loss from investments consists of net investment gain (loss), dividend and interest income and investment related expenses. SCHEDULE OF SEGMENT REPORTING INFORMATION As of and for the year ended Hotel Real Estate Investment June 30, 2022 Operations Operations Transactions Other Total Revenues $ 31,534,000 $ 15,685,000 $ - $ - $ 47,219,000 Segment operating expenses (27,451,000 ) (8,694,000 ) - (2,651,000 ) (38,796,000 ) Segment income (loss) from operations 4,083,000 6,991,000 - (2,651,000 ) 8,423,000 Interest expense - mortgages (6,549,000 ) (2,332,000 ) - - (8,881,000 ) Gain (loss) on debt extinguishment 2,000,000 (335,000 ) - - 1,665,000 Depreciation and amortization expense (2,310,000 ) (2,444,000 ) - - (4,754,000 ) Loss from investments - - (8,101,000 ) - (8,101,000 ) Income tax benefit - - 1,030,000 1,030,000 Net income (loss) $ (2,776,000 ) $ 1,880,000 $ (8,101,000 ) $ (1,621,000 ) $ (10,618,000 ) Total assets $ 46,847,000 $ 48,025,000 $ 11,049,000 $ 21,125,000 $ 126,046,000 As of and for the year ended Hotel Real Estate Investment June 30, 2021 Operations Operations Transactions Other Total Revenues $ 14,668,000 $ 13,990,000 $ - $ - $ 28,658,000 Segment operating expenses (17,911,000 ) (7,869,000 ) - (3,109,000 ) (28,889,000 ) Segment income (loss) from operations (3,243,000 ) 6,121,000 - (3,109,000 ) (231,000 ) Interest expense - mortgage (6,710,000 ) (2,204,000 ) - - (8,914,000 ) Gain on disposal of assets 12,000 - - - 12,000 Gain on debt forgiveness 4,719,000 - - 453,000 5,172,000 Gain on sale of real estate 12,043,000 - - 12,043,000 Depreciation and amortization expense (2,228,000 ) (2,411,000 ) - - (4,639,000 ) Gain from investments - - 10,705,000 - 10,705,000 Income tax expense - - (3,603,000 ) (3,603,000 ) Net income (loss) $ (7,450,000 ) $ 13,549,000 $ 10,705,000 $ (6,259,000 ) $ 10,545,000 Total assets $ 46,505,000 $ 47,709,000 $ 35,833,000 $ 10,299,000 $ 140,346,000 |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 12 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION PLANS | NOTE 15 – STOCK-BASED COMPENSATION PLANS The Company follows the Statement of Financial Accounting Standards 123 (Revised), “Share-Based Payments” (“SFAS No. 123R”), which was primarily codified into ASC Topic 718 “Compensation – Stock Compensation”, which addresses accounting for equity-based compensation arrangements, including employee stock options and restricted stock units. The Company currently has one equity compensation plan, which is the Intergroup 2010 Omnibus Employee Incentive Plan. The InterGroup Corporation 2008 Restricted Stock Unit Plan (the “2008 RSU Plan”) terminated on its expiration date of December 8 th The InterGroup Corporation 2008 Restricted Stock Unit Plan On December 3, 2008, the Board of Directors adopted, subject to shareholder approval, an equity compensation plan for its officers, directors and key employees entitled, The InterGroup Corporation 2008 Restricted Stock Unit Plan (the “2008 RSU Plan”). The 2008 RSU Plan was approved and ratified by the shareholders on February 18, 2009. The 2008 RSU Plan authorizes the Company to issue restricted stock units (“RSUs”) as equity compensation to officers, directors and key employees of the Company on such terms and conditions established by the Compensation Committee of the Company. RSUs are not actual shares of the Company’s common stock, but rather promises to deliver common stock in the future, subject to certain vesting requirements and other restrictions as may be determined by the Committee. Holders of RSUs have no voting rights with respect to the underlying shares of common stock and holders are not entitled to receive any dividends until the RSUs vest and the shares are delivered. No awards of RSUs shall vest until at least six months after shareholder approval of the Plan. Subject to certain adjustments upon changes in capitalization, a maximum of 200,000 10 The shares of common stock to be delivered upon the vesting of an award of RSUs have been registered under the Securities Act, pursuant to a registration statement filed on Form S-8 by the Company on June 16, 2010. The grant of RSUs is personal to the recipient and is not transferable. Once received, shares of common stock issuable upon the vesting of the RSUs are freely transferable subject to any requirements of Section 16(b) of the Exchange Act. Under the 2008 RSU Plan, the Compensation Committee also has the power and authority to establish and implement an exchange program that would permit the Company to offer holders of awards issued under prior shareholder approved compensation plans to exchange certain options for new RSUs on terms and conditions to be set by the Committee. The exchange program is designed to increase the retention and motivational value of awards granted under prior plans. In addition, by exchanging options for RSUs, the Company will reduce the number of shares of common stock subject to equity awards, thereby reducing potential dilution to stockholders in the event of significant increases in the value of its common stock. As of June 30, 2022 and 2021, there were no RSUs outstanding. Intergroup Corporation 2010 Omnibus Employee Incentive Plan On February 24, 2010, the shareholders of the Company approved The Intergroup Corporation 2010 Omnibus Employee Incentive Plan (the “2010 Incentive Plan”), which was formally adopted by the Board of Directors following the annual meeting of shareholders. The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards generally vest based on 5 400,000 The shares of common stock to be issued under the 2010 Incentive Plan have been registered under the Securities Act, pursuant to a registration statement filed on Form S-8 by the Company on June 16, 2010. Once received, shares of common stock issued under the Plan will be freely transferable subject to any requirements of Section 16 (b) of the Exchange Act. On March 16, 2010, the Compensation Committee authorized the grant of 100,000 100,000 10.30 ten years Pursuant to the time vesting requirements, the options vest over a period of five years On December 28, 2019, the Compensation Committee of the Board of Directors recommended to the Board amendments to the 2010 Incentive Plan which would amend Section 1.3 to extend the term from ten years sixteen years Incentive Plan to twenty 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 incentive plan. The purpose of amendment of the allowable term of options is so that the Board may extend the term of the 100,000 116,000 In February 2012, the Compensation Committee awarded 90,000 90,000 19.77 ten years Pursuant to the time vesting requirements, the options vest over a period of five years Mr. Winfield exercised 90,000 35,094 54,906 54,906 2,784,000 50.70 On December 26, 2013, the Compensation Committee authorized, subject to shareholder approval, a grant of non-qualified and incentive stock options for an aggregate of 160,000 133,195 ten years December 26, 2023 18.65 26,805 five years 20.52 The stock options are subject to time vesting requirements, with 20% of the options vesting annually commencing on the first anniversary of the grant date. 26,805 17,439 9,366 In March 2017, the Compensation Committee awarded 18,000 18,000 27.30 3,600 18,000 During the years ended June 30, 2022 and 2021, the Company recorded stock option compensation expense of $ 4,000 14,000 Option-pricing models require the input of various subjective assumptions, including the option’s expected life, estimated forfeiture rates 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, 2020 through June 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Average Weighted Average Aggregate Shares Exercise Price Remaining Life Intrinsic Value Outstanding at July 1, 2020 341,195 $ 16.95 3.83 $ 3,271,000 Granted - - - - Exercised - - - - Forfeited - - - - Exchanged - - - - Outstanding at June 30, 2021 341,195 $ 16.95 2.83 $ 8,890,000 Exercisable at June 30, 2021 337,595 $ 16.84 2.80 $ 8,833,000 Vested and expected to vest at June 30, 2021 341,195 $ 16.95 2.83 $ 8,890,000 Outstanding at July 1, 2021 341,195 $ 16.95 2.83 $ 8,890,000 Granted - - - - Exercised (90,000 ) 19.77 - - Forfeited - - - - Exchanged - - - - Outstanding at June 30, 2022 251,195 $ 15.95 2.60 $ 6,628,000 Exercisable at June 30, 2022 251,195 $ 15.95 2.60 $ 6,628,000 Vested at June 30, 2022 251,195 $ 15.95 2.60 $ 6,628,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16 – RELATED PARTY TRANSACTIONS As discussed in Note 9 – Related Party and Other Financing Transactions, upon the dissolution of Justice in December 2021, Portsmouth assumed Justice’s note payable to InterGroup in the amount of $ 11,350,000 16,000,000 14,200,000 6,650,000 zero On February 5, 2020, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with Santa Fe pursuant to which the Company received 97,500 0.10 4,460 As a result of the contribution, Woodland Village became a wholly owned subsidiary of Santa Fe. Before the issuance of the stock referenced in the preceding sentence, the Company had the power to vote 86.3% of the voting shares of Santa Fe, which includes the power to vote 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. Subsequent to this issuance, the Company had the power to vote 87.4% of the issued and outstanding common stock of Santa Fe, which included the power to vote an approximately 3.7% interest in the common stock in Santa Fe under the aforementioned voting trust agreement. Mr. Winfield, Chairman of the Board of both the Company and Santa Fe, is a control person of both entities. On February 5, 2020, after review by independent directors of the Company, and by the unanimous vote of all directors of the Company (with Mr. Winfield abstaining), the Board approved the entry into the Contribution Agreement and the consummation of the Transaction. The Company’s Board approved the Transaction after the receipt of a fairness opinion from a third-party independent firm. The Board was first made aware of the Transaction in early January 2020, received information to review on or about January 17, 2020 and was given multiple opportunities to discuss the materials with management before the February 5, 2020 Board meeting. The Contribution Agreement also contains a provision for a potential subsequent earn out to InterGroup pursuant to terms set forth therein. On November 23, 2020, Santa Fe sold its 2-unit apartment complex in West Los Angeles, California to InterGroup for $ 1,530,000 1,196,000 785,000 334,000 901,000 Effective February 19, 2021, the Company’s 83.7% 68.8% 5,013,000 422,998 3.7 221,000 18,641 InterGroup owns approximately 75.0% of the outstanding common shares of Portsmouth. As of June 30, 2022, the Company’s President, Chairman of the Board and Chief Executive Officer, John Winfield, owns approximately 2.5% of the outstanding common shares of Portsmouth. Mr. Winfield also serves as the Chairman of the Board and Chief Executive Officer of Portsmouth. In August 2004, the Company purchased an approximately two-acre parcel of unimproved land in Kihei, Maui, Hawaii for $ 1,467,000 980,000 No gains or losses were realized as a result of the transaction since it was a related-party transaction 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 Board of Portsmouth and oversees the investment activity of Portsmouth. Effective June 2016, Mr. Winfield became the Managing Director of Justice and served in that position until the dissolution of Justice in December 2021. Depending on certain market conditions and various risk factors, the Chief Executive Officer and Portsmouth 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 Portsmouth, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 – COMMITMENTS AND CONTINGENCIES Cash Management Agreement As part of the Hotel refinancing effective December 18, 2013, Operating entered into a Cash Management Agreement with Bank of America, N.A. (“Lender”) and Wells Fargo Bank, N.A. (“Cash Management Bank”) whereby all cash received by Operating is to be deposited into a business checking account controlled by the Cash Management Bank up to the loan maturity date. Additionally, other terms of the Cash Management Agreement provide that effective February 2019 or upon a Property Improvement Plan (“PIP”) requirement by Hilton (“Franchisor”) deemed the “Cash Sweep Period” during which all excess cash generated by Operating beyond the monthly budgeted expenses and debt services including principal and interest, insurance reserves, real estate taxes reserve, FF&E reserves, for the senior and mezzanine loans, will be held by the Cash Management Bank for future hotel improvements as required by the date or a PIP. Currently, any and all funds are being controlled by the Cash Management Bank according to the Cash Management Agreement. Franchise Agreements The Partnership entered into a Franchise License Agreement (the “License Agreement”) with the HLT Existing Franchise Holding LLC (“Hilton”) on November 24, 2004. The term of the License agreement was for an initial period of 15 Since the opening of the Hotel as a full brand Hilton in January 2006, Justice has incurred monthly royalties, program fees and information technology recapture charges equal to a percentage of the Hotel’s gross room revenue. Fees for such services during fiscal year 2022 and 2021 totaled approximately $ 2,107,000 703,000 Hotel Employees On February 3, 2017, Aimbridge assumed all labor union agreements and retained employees of their choice to continue providing services to the Hotel. As of June 30, 2022, approximately 86% of those employees were represented by one of three labor unions, and their terms of employment were determined under various collective bargaining agreements (“CBAs”) to which Aimbridge was a party. CBA for Local 2 (Hotel and Restaurant Employees) expired on August 13, 2022 and is currently under review. CBA for Local 856 (International Brotherhood of Teamsters) will expire on December 31, 2022. CBA for Local 39 (Stationary Engineers) will expire on July 31, 2024. Negotiation of collective bargaining agreements, which includes not just terms and conditions of employment, but scope and coverage of employees, is a regular and expected course of business operations for the Company and Aimbridge. The Company expects and anticipates that the terms of conditions of CBAs will have an impact on wage and benefit costs, operating expenses, and certain hotel operations during the life of each CBA and incorporates these principles into its operating and budgetary practices. Legal Matters Portsmouth Square Inc., through its operating company Justice Investors Operating Co., a Delaware limited liability company (the “Company”), is the owner of the real property located at 750 Kearny Street in San Francisco, currently improved with a 27 – story building which houses a Hilton Hotel (the “Property”). The Property was improved pursuant to approvals granted by the City and County of San Francisco (the “City”) in 1970. Those approvals included a Major Encroachment Permit (“Permit”) by which the Company was authorized to construct an ornamental overhead pedestrian bridge across Kearny Street, connecting the Property to the City park and underground parking garage known as Portsmouth Square (the “Bridge”). The construction of the Bridge was a condition of the City’s approval of the construction of the hotel structure on the Property. Effective on May 24, 2022, the City has revoked the Permit and directed the Company to remove the Bridge at the Company’s expense, including construction management costs and traffic control. Pursuant to a letter dated June 13, 2022, the City’s Department of Public works has specifically directed the “removal of the unpermitted pedestrian bridge and all related physical encroachments in the public right-of-way and on City property” and the submission of a general bridge removal and restoration plan (the “Plan”). The Company disputes the legality of the purported revocation of the Permit. The Company further disputes any obligation to remove the Bridge at its expense. In particular, representatives of the Company have participated in meetings with the City since August 1, 2019, discussing a collaborative process for the possible removal of the Bridge. Until the recent revocation of the Permit, the City representatives have repeatedly and consistently agreed that the City will pay for the associated costs of any Bridge removal. Nevertheless, without waiving any rights, in an effort to understand all of the available options, and to provide a response to the City’s new directives, the Company has engaged a Project Manager, a structural engineering firm and an architect to advise on the process and for the development of a Plan for the Bridge removal, as well as the reconstruction of the front of the Hilton Hotel. The Plan is currently not expected to be completed until early in 2023. At this time, early estimates of the cost of the Plan exceed $ 2 The Company may be subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company will defend itself vigorously against any such claims. Management does not believe that the impact of such matters will have a material effect on the financial conditions or result of operations when resolved. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS The Company evaluated subsequent events through the date that the accompanying financial statements were issued, and has determined that no material subsequent events exist through the date of this filing. |
BUSINESS AND SIGNIFICANT ACCO_2
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of the Business | Description of the Business The InterGroup Corporation, a Delaware corporation, (“InterGroup” or the “Company”) was formed to buy, develop, operate and dispose of real property and to engage in various investment activities to benefit the Company and its shareholders. Effective February 19, 2021, the Company’s 83.7 68.8 5,013,000 422,998 3.7 221,000 18,641 In June 2022, InterGroup received distribution of $ 1,159,000 As of June 30, 2022, InterGroup owns approximately 75.0 2.5 Portsmouth’s primary business was conducted through its general and limited partnership interest in Justice Investors Limited Partnership, a California limited partnership (“Justice” or the “Partnership”). Effective July 15, 2021, Portsmouth completed the purchase of 100 0.7% Prior to its dissolution effective December 23, 2021, Justice owned and operated 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 through its subsidiaries Justice Operating Company, LLC (“Operating”) and Justice Mezzanine Company, LLC (“Mezzanine”). Mezzanine was a wholly owned subsidiary of the Partnership; Operating is a wholly owned subsidiary of Mezzanine. Effective December 23, 2021, Portsmouth replaced Justice as the single member 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 a full-service Hilton brand hotel pursuant to a Franchise License Agreement with HLT Franchise Holding LLC (“Hilton”) through January 31, 2030. Aimbridge Hospitality (“Aimbridge”) manages the Hotel, along with its five-level parking garage, under certain Hotel management agreement (“HMA”) with Operating. The term of the management agreement is for an initial period of ten years commencing on the February 3, 2017 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 Aimbridge shall be one and seven-tenths percent (1.70%) of total Hotel revenue. In addition to the operations of the Hotel, the Company also generates income from the ownership of real estate. Properties include apartment complexes, commercial real estate, and three single-family houses as strategic investments. The properties are located throughout the United States, but are concentrated in Texas and Southern California. The Company also has investments in unimproved real property. All of the Company’s residential rental properties are managed in-house. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and Portsmouth. All significant inter-company transactions and balances have been eliminated. |
Investment in Hotel, Net | Investment in Hotel, Net Property and equipment are stated at cost. Building improvements are depreciated on a straight-line basis over their useful lives ranging from 3 39 3 7 Repairs and maintenance are charged to expense as incurred. Costs of significant renewals and improvements are capitalized and depreciated over the shorter of its remaining estimated useful life or life of the asset. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts; any resulting gain or loss is included in other income (expenses). The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with generally accepted accounting principles (“GAAP”). If the carrying amount of the asset, including any intangible assets associated with that asset, exceeds its estimated undiscounted net cash flow, before interest, the Company will recognize an impairment loss equal to the difference between the asset’s carrying amount and its estimated fair value. If impairment is recognized, the reduced carrying amount of the asset will be accounted for as its new cost. For a depreciable asset, the new cost will be depreciated over the asset’s remaining useful life. Generally, fair values are estimated using discounted cash flow, replacement cost or market comparison analyses. The process of evaluating for impairment requires estimates as to future events and conditions, which are subject to varying market and economic factors. Therefore, it is reasonably possible that a change in estimate resulting from judgments as to future events could occur which would affect the recorded amounts of the property. No impairment losses were recorded for the years ended June 30, 2022 and 2021. |
Investment in Real Estate, Net | Investment in Real Estate, Net Rental properties are stated at cost less accumulated depreciation. Depreciation of rental property is provided on the straight-line method based upon estimated useful lives of 5 40 5 10 The Company also reviews its rental property assets for impairment. No impairment losses on the investment in real estate have been recorded for the years ended June 30, 2022 and 2021. The fair value of the tangible assets of an acquired property, which includes land, building and improvements, is determined by valuing the property as if they were vacant, and incorporates costs during the lease-up periods considering current market conditions and costs to execute similar leases such lost rental revenue and tenant improvements. The value of tangible assets is depreciated using straight-line method based upon the assets estimated useful lives. |
Investment in Marketable Securities | Investment in Marketable Securities Marketable securities are stated at fair value as determined by the most recently traded price of each security at the balance sheet date. Marketable securities are classified as trading securities with all unrealized gains and losses on the Company’s investment portfolio recorded through the consolidated statements of operations. |
Other Investments, Net | Other Investments, Net Other investments include non-marketable securities (carried at cost, net of any impairments loss) and non-marketable debt instruments. The Company has no significant influence or control over the entities that issue these investments. These investments are reviewed on a periodic basis for other-than-temporary impairment. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: (i) the length of time an investment is in an unrealized loss position, (ii) the extent to which fair value is less than cost, (iii) the financial condition and near-term prospects of the issuer and (iv) our ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. For the years ended June 30, 2022 and 2021, the Company recorded impairment losses related to other investments of $ 41,000 119,000 4,636,000 4,595,000 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased and are carried at cost, which approximates fair value. As of June 30, 2022 and 2021, the Company does no |
Restricted Cash | Restricted Cash Restricted cash is comprised of amounts held by lenders for payment of real estate taxes, insurance, replacement and capital addition reserves for the Hotel. |
Other Assets | Other Assets Other assets include prepaid insurance, accounts receivable, prepaid expenses, and other miscellaneous assets. Accounts receivable from the Hotel and rental property customers are carried at cost less an allowance for doubtful accounts that is based on management’s assessment of the collectability of accounts receivable. The Company had accounts receivable of $ 504,000 124,000 531,000 110,000 514,000 |
Due to Securities Broker | Due to Securities Broker The Company may utilize margin for its marketable securities purchases through the use of standard margin agreements with national brokerage firms. Various securities brokers have advanced funds to the Company for the purchase of marketable securities under standard margin agreements. These advanced funds are recorded as a liability. |
Obligation for Securities Sold | Obligation for Securities Sold Obligation for securities sold represents the fair market value of shares sold with the promise to deliver that security at some future date and the fair market value of shares underlying the written call options with the obligation to deliver that security when and if the option is exercised. The obligation may be satisfied with current holdings of the same security or by subsequent purchases of that security. Unrealized gains and losses from changes in the obligation are included in the statement of operations. |
Accounts Payable and Other Liabilities | Accounts Payable and Other Liabilities Accounts payable and other liabilities include trade payables, advance customer deposits, accrued wages, accrued real estate taxes, and other liabilities. |
Treasury Stock | Treasury Stock The Company records the acquisition of treasury stock under the cost method. During the years ended June 30, 2022 and 2021, the Company purchased 41,645 65,890 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. Accounting standards for fair value measurement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows: Level 1 Level 2 Level 3 |
Revenue Recognition | Revenue Recognition On July 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in Hotel operating expenses in the consolidated statements of operations. Advertising costs were $ 61,000 110,000 |
Income Taxes | Income Taxes Deferred income taxes are calculated under the liability method. Deferred income tax assets and liabilities are based on differences between the financial statement and tax basis of assets and liabilities at the current enacted tax rates. Changes in deferred income tax assets and liabilities are included as a component of income tax expense. Changes in deferred income tax assets and liabilities attributable to changes in enacted tax rates are charged or credited to income tax expense in the period of enactment. Valuation allowances are established for certain deferred tax assets where realization is not likely. We have considered the income tax accounting and disclosure implications of the relief provided by the Coronavirus Aid, Relief, and Economic Security (CARES) Act enacted on March 27, 2020, and the American Rescue Plan Act enacted on March 11, 2021. The effect of tax law changes is required to be recognized either in the interim period in which the legislation is enacted or reflected in the computation of the annual effective tax rate, depending on the nature of the change. As of June 30, 2022 and 2021, we evaluated the income tax provisions of the CARES Act and the American Rescue Plan Act and have determined there to be no material effect on the fiscal years’ tax provision. We will continue to evaluate the income tax provisions of both acts and monitor the tax law changes that could have income tax accounting and disclosure implications. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. |
Earnings Per Share | Earnings Per Share Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. The computation of diluted net income per share is similar to the computation of basic net income 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 basic and diluted earnings per share are the same for the fiscal year ended June 30, 2022 because the Company had a net loss. As of June 30, 2021, the Company’s potentially dilutive common shares are 323,195 14,400 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to the recording of allowance for doubtful accounts which are based on management’s assessment of the collectability of accounts receivable as of the end of the fiscal year. Actual results may differ from those estimates. Management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets and when appropriate, records tax valuation allowances based on that evidence and estimates. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the debt liability and are amortized over the life of the debt. Loan amortization costs are included in interest expense in the consolidated statement of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As of June 30, 2022, there was no material impact from the recent adoption of new accounting pronouncements, nor expected material impact from recently issued accounting pronouncements yet to be adopted, on the Company’s consolidated financial statements. |
LIQUIDITY (Tables)
LIQUIDITY (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Liquidity | |
SCHEDULE OF MATERIAL FINANCIAL OBLIGATION | The following table provides a summary as of June 30, 2022, the Company’s material financial obligations which also includes interest payments. SCHEDULE OF MATERIAL FINANCIAL OBLIGATION Year Year Year Year Year Total 2023 2024 2025 2026 2027 Thereafter Mortgage and subordinated notes payable $ 195,400,000 $ 7,755,000 $ 108,574,000 $ 3,970,000 $ 1,174,000 $ 3,304,000 $ 70,623,000 Related party notes payable 3,521,000 567,000 567,000 567,000 567,000 462,000 791,000 Interest 35,822,000 9,075,000 5,630,000 2,491,000 2,371,000 2,264,000 13,991,000 Total $ 234,743,000 $ 17,397,000 $ 114,771,000 $ 7,028,000 $ 4,112,000 $ 6,030,000 $ 85,405,000 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table present our Hotel revenue disaggregated by revenue streams. SCHEDULE OF DISAGGREGATION OF REVENUE For the year ended June 30, 2022 2021 Hotel revenues: Hotel rooms $ 26,599,000 $ 12,138,000 Food and beverage 1,471,000 293,000 Garage 3,112,000 2,117,000 Other operating departments 352,000 120,000 Total Hotel revenue $ 31,534,000 $ 14,668,000 |
INVESTMENT IN HOTEL, NET (Table
INVESTMENT IN HOTEL, NET (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Investment In Hotel Net | |
SCHEDULE OF INVESTMENT IN HOTEL, NET | Investment in Hotel consisted of the following as of: SCHEDULE OF INVESTMENT IN HOTEL, NET Accumulated Net Book June 30, 2022 Cost Depreciation Value Land $ 2,738,000 $ - $ 2,738,000 Finance lease ROU assets 1,805,000 (922,000 ) 883,000 Furniture and equipment 32,860,000 (28,567,000 ) 4,293,000 Building and improvements 64,665,000 (35,312,000 ) 29,353,000 Investment in Hotel, net $ 102,068,000 $ (64,801,000 ) $ 37,267,000 Accumulated Net Book June 30, 2021 Cost Depreciation Value Land $ 2,738,000 $ - $ 2,738,000 Finance lease ROU assets 1,805,000 (606,000 ) 1,199,000 Furniture and equipment 31,014,000 (27,957,000 ) 3,057,000 Building and improvements 64,585,000 (33,928,000 ) 30,657,000 Investment in Hotel, net $ 100,142,000 $ (62,491,000 ) $ 37,651,000 |
INVESTMENT IN REAL ESTATE, NET
INVESTMENT IN REAL ESTATE, NET (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
SCHEDULE OF INVESTMENT IN REAL ESTATE | Investment in real estate included the following: SCHEDULE OF INVESTMENT IN REAL ESTATE As of June 30, 2022 2021 Land $ 22,998,000 $ 22,998,000 Buildings, improvements and equipment 70,933,000 68,173,000 Accumulated depreciation (47,374,000 ) (44,930,000 ) Investment in real estate, gross 46,557,000 46,241,000 Land held for development 1,468,000 1,468,000 Investment in real estate, net $ 48,025,000 $ 47,709,000 |
INVESTMENT IN MARKETABLE SECU_2
INVESTMENT IN MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Investment In Marketable Securities | |
SCHEDULE OF TRADING SECURITIES | At June 30, 2022 and 2021, 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: SCHEDULE OF TRADING SECURITIES Gross Gross Net Investment Cost Unrealized Gain Unrealized Loss Unrealized Loss Fair Value As of June 30, 2022 Corporate Equities $ 11,150,000 $ 1,474,000 $ (1,575,000 ) $ (101,000 ) $ 11,049,000 As of June 30, 2021 Corporate Equities $ 29,816,000 $ 8,634,000 $ (2,658,000 ) $ 5,976,000 $ 35,792,000 |
SCHEDULE OF NET LOSS ON MARKETABLE SECURITIES COMPRISING OF REALIZED AND UNREALIZED GAINS (LOSSES) | Net gain (loss) on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of the two components for the years ended June 30, 2022 and 2021, respectively. SCHEDULE OF NET LOSS ON MARKETABLE SECURITIES COMPRISING OF REALIZED AND UNREALIZED GAINS (LOSSES) For the year ended June 30, 2022 2021 Realized gain on marketable securities $ 375,000 $ 2,746,000 Realized loss on marketable securities related to Comstock (2,581,000 ) (1,870,000 ) Unrealized (loss) gain on marketable securities (5,408,000 ) 7,372,000 Unrealized gain on marketable securities related to Comstock - 3,390,000 Net (loss) gain on marketable securities $ (7,614,000 ) $ 11,638,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS As of June 30, 2022 Level 1 Assets: Investment in marketable securities: REITs and real estate companies $ 3,289,000 Communication services 2,787,000 Financial services 1,755,000 Technology 815,000 Basic material 769,000 Consumer cyclical 693,000 Industrial 385,000 Energy 279,000 Other 277,000 Investment in marketable securities $ 11,049,000 As of June 30, 2021 Level 1 Assets: Investment in marketable securities: REITs and real estate companies $ 11,624,000 Energy 6,374,000 Communication services 4,872,000 Financial services 3,873,000 Industrial 3,746,000 Basic material 1,797,000 Consumer cyclical 1,702,000 Healthcare 981,000 Technology 442,000 Other 381,000 Investment in marketable securities $ 35,792,000 |
SCHEDULE OF FAIR VALUE MEASUREMENTS ON NON-RECURRING BASIS | SCHEDULE OF FAIR VALUE MEASUREMENTS ON NON-RECURRING BASIS Net loss for the Assets Level 3 June 30, 2022 year ended Other non-marketable investments $ - $ - $ (41,000 ) Net loss for the Assets Level 3 June 30, 2021 year ended Other non-marketable investments $ 41,000 $ 41,000 $ (119,000 ) |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER ASSETS, NET | Other assets consist of the following as of June 30: SCHEDULE OF OTHER ASSETS, NET 2022 2021 Accounts receivable, net $ 634,000 $ 340,000 Prepaid expenses 775,000 535,000 Miscellaneous assets 652,000 729,000 Prepaid taxes 683,000 17,000 Total other assets $ 2,744,000 $ 1,621,000 |
RELATED PARTY AND OTHER FINAN_2
RELATED PARTY AND OTHER FINANCING TRANSACTIONS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Related Party And Other Financing Transactions | |
SUMMARY OF RELATED PARTY AND OTHER NOTES PAYABLE | The following summarizes the balances of related party and other notes payable as of June 30, 2022 and 2021, respectively. SUMMARY OF RELATED PARTY AND OTHER NOTES PAYABLE As of June 30, 2022 2021 Note payable – Hilton $ 2,375,000 $ 2,692,000 Note payable – Aimbridge 1,146,000 1,396,000 Other notes payable - SBA Loans - 2,000,000 Total related party and other notes payable $ 3,521,000 $ 6,088,000 |
SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS | Future minimum principal payments for all related party and other financing transactions are as follows: SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS For the year ending June 30, 2023 $ 567,000 2024 567,000 2025 567,000 2026 567,000 2027 462,000 Thereafter 791,000 Long term debt $ 3,521,000 |
MORTGAGE NOTES PAYABLE (Tables)
MORTGAGE NOTES PAYABLE (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MORTGAGE NOTE PAYABLE | Each mortgage notes payable is secured by real estate or the Hotel. As of June 30, 2022 and 2021, the mortgage notes payables are summarized as follows: SCHEDULE OF MORTGAGE NOTE PAYABLE As of June 30, 2022 Number Note Note Mortgage Interest Property of Units Origination Date Maturity Date Balance Rate SF Hotel 544 December 2013 January 2024 $ 89,114,000 5.28 % SF Hotel 544 July 2019 January 2024 20,000,000 7.25 % Mortgage notes payable – Hotel 109,114,000 Debt issuance costs (367,000 ) Total mortgage notes payable – Hotel $ 108,747,000 Florence 157 March 2015 April 2025 $ 2,998,000 3.87 % Las Colinas 358 October 2021 November 2031 28,800,000 2.95 % Morris County 151 April 2020 May 2030 17,598,000 3.17 % St. Louis 264 May 2013 May 2023 4,958,000 4.05 % Los Angeles 4 July 2021 July 2051 1,135,000 3.50 % Los Angeles 2 July 2021 July 2051 688,000 3.50 % Los Angeles 1 June 2021 August 2051 904,000 3.50 % Los Angeles 31 October 2020 November 2030 8,400,000 2.52 % Los Angeles 30 June 2022 July 2052 5,850,000 4.40 % Los Angeles 14 January 2021 February 2031 2,704,000 3.05 % Los Angeles 12 June 2016 June 2026 2,026,000 3.59 % Los Angeles 9 June 2020 July 2030 2,498,000 3.09 % Los Angeles 9 November 2020 December 2030 1,934,000 3.05 % Los Angeles 8 July 2021 July 2051 1,567,000 3.50 % Los Angeles 7 August 2012 September 2042 774,000 3.75 % Los Angeles 4 June 2021 August 2051 1,135,000 3.50 % Los Angeles 1 June 2021 August 2051 545,000 3.50 % Los Angeles 4 July 2021 August 2051 816,000 3.50 % Los Angeles 1 September 2018 October 2048 956,000 3.50 % Mortgage notes payable – real estate 86,286,000 Debt issuance costs (850,000 ) Total mortgage notes payable – real estate $ 85,437,000 As of June 30, 2021 Number Note Note Mortgage Interest Property of Units Origination Date Maturity Date Balance Rate SF Hotel 544 December 2013 January 2024 $ 90,745,000 5.28 % SF Hotel 544 July 2019 January 2024 20,000,000 7.25 % Mortgage notes payable – Hotel 110,745,000 Debt issuance costs (611,000 ) Total mortgage notes payable – Hotel $ 110,134,000 Florence 157 March 2015 April 2025 $ 3,076,000 3.87 % Las Colinas 358 November 2012 December 2022 16,065,000 3.73 % Morris County 151 April 2020 May 2030 17,975,000 3.17 % St. Louis 264 May 2013 May 2023 5,100,000 4.05 % Los Angeles 4 September 2012 September 2042 323,000 3.75 % Los Angeles 2 September 2012 September 2042 327,000 3.75 % Los Angeles 1 June 2021 August 2051 920,000 3.50 % Los Angeles 31 October 2020 November 2030 8,400,000 2.52 % Los Angeles 30 August 2007 September 2022 5,453,000 5.97 % Los Angeles 14 January 2021 February 2031 2,761,000 3.05 % Los Angeles 12 June 2016 June 2026 2,077,000 3.59 % Los Angeles 9 June 2020 July 2030 2,552,000 3.09 % Los Angeles 9 November 2020 December 2030 1,975,000 3.05 % Los Angeles 8 July 2013 July 2043 416,000 3.75 % Los Angeles 7 August 2012 September 2042 798,000 3.75 % Los Angeles 4 June 2021 August 2051 1,155,000 3.50 % Los Angeles 1 June 2021 August 2051 555,000 3.50 % Los Angeles 1 September 2018 October 2048 957,000 4.75 % Mortgage notes payable – real estate 70,885,000 Debt issuance costs (626,000 ) Total mortgage notes payable – real estate $ 70,259,000 |
SCHEDULE OF FUTURE MINIMUM PAYMENT FOR MORTGAGE NOTES PAYABLE | Future minimum payments for all mortgage notes payable are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENT FOR MORTGAGE NOTES PAYABLE For the year ending June 30, 2023 $ 7,755,000 2024 108,574,000 2025 3,970,000 2026 1,174,000 2027 3,304,000 Thereafter 70,623,000 Total Mortgage Notes payable $ 195,400,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX (EXPENSE) BENEFIT | The provision for the Company’s income tax (expense) benefit is comprised of the following: SCHEDULE OF INCOME TAX (EXPENSE) BENEFIT For the years ended June 30, 2022 2021 Federal Current tax expense $ (113,000 ) $ (755,000 ) Deferred tax (expense) benefit 884,000 (1,848,000 ) Federal income tax (expense) benefit, total 771,000 (2,603,000 ) State Current tax expense (330,000 ) (605,000 ) Deferred tax benefit 589,000 (395,000 ) State income tax (expense) benefit, total 259,000 (1,000,000 ) Income Tax Benefit $ 1,030,000 $ (3,603,000 ) |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | The provision for income taxes differs from the amount of income tax computed by applying the federal statutory income tax rate to income before taxes as a result of the following differences: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION For the years ended June 30, 2022 2021 Statutory federal tax rate $ 2,446,000 $ (3,169,000 ) State income taxes, net of federal tax benefit 204,000 (834,000 ) Dividend received deduction 103,000 51,000 PPP Loan forgiveness 1,391,000 - Provision to return adjustment 634,000 - Deferral true up – Justice difference in basis of fixed assets 11,621,000 - Disallowed interest 214,000 Net operating loss 32,000 105,000 Valuation allowance (15,201,000 ) (319,000 Basis difference in investments - - Carryback claim refundable - 304,000 Payable true up (311,000 ) - Other 111,000 45,000 Income tax expense (benefit) $ 1,030,000 $ (3,603,000 ) |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The components of the deferred tax asset and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES June 30, 2022 June 30, 2021 Deferred tax assets: Net operating loss carryforwards $ 11,075,000 $ 9,801,000 Deferred gains on real estate sale and depreciation 10,418,000 - Capital loss carryforwards 1,322,000 614,000 Investment impairment reserve - 671,000 Accruals and reserves 831,000 893,000 Interest expense 2,231,000 2,684,000 Tax credits 566,000 554,000 Other 247,000 225,000 Deferred Tax Asset before Valuation Allowance 26,690,000 15,442,000 Valuation Allowance (22,775,000 ) (951,000 ) Deferred Tax Asset after Valuation Allowance 3,915,000 14,491,00 Deferred tax liabilities: Equity earnings - (5,626,000 ) Deferred gains on real estate sale and depreciation (5,027,000 ) Unrealized gain on marketable securities (9,000 ) (1,531,000 ) State taxes (294,000 ) (167,000 ) Deferred Tax Liability (303,000 ) (12,351,000 ) Net deferred tax asset $ 3,612,000 $ 2,140,000 |
SCHEDULE OF ESTIMATED NET OPERATING LOSSES (NOLS) | SCHEDULE OF ESTIMATED NET OPERATING LOSSES (NOLS) Federal State InterGroup $ 472,000 $ 832,000 Portsmouth 35,011,000 40,416,000 $ 35,483,000 $ 41,248,000 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING INFORMATION | SCHEDULE OF SEGMENT REPORTING INFORMATION As of and for the year ended Hotel Real Estate Investment June 30, 2022 Operations Operations Transactions Other Total Revenues $ 31,534,000 $ 15,685,000 $ - $ - $ 47,219,000 Segment operating expenses (27,451,000 ) (8,694,000 ) - (2,651,000 ) (38,796,000 ) Segment income (loss) from operations 4,083,000 6,991,000 - (2,651,000 ) 8,423,000 Interest expense - mortgages (6,549,000 ) (2,332,000 ) - - (8,881,000 ) Gain (loss) on debt extinguishment 2,000,000 (335,000 ) - - 1,665,000 Depreciation and amortization expense (2,310,000 ) (2,444,000 ) - - (4,754,000 ) Loss from investments - - (8,101,000 ) - (8,101,000 ) Income tax benefit - - 1,030,000 1,030,000 Net income (loss) $ (2,776,000 ) $ 1,880,000 $ (8,101,000 ) $ (1,621,000 ) $ (10,618,000 ) Total assets $ 46,847,000 $ 48,025,000 $ 11,049,000 $ 21,125,000 $ 126,046,000 As of and for the year ended Hotel Real Estate Investment June 30, 2021 Operations Operations Transactions Other Total Revenues $ 14,668,000 $ 13,990,000 $ - $ - $ 28,658,000 Segment operating expenses (17,911,000 ) (7,869,000 ) - (3,109,000 ) (28,889,000 ) Segment income (loss) from operations (3,243,000 ) 6,121,000 - (3,109,000 ) (231,000 ) Interest expense - mortgage (6,710,000 ) (2,204,000 ) - - (8,914,000 ) Gain on disposal of assets 12,000 - - - 12,000 Gain on debt forgiveness 4,719,000 - - 453,000 5,172,000 Gain on sale of real estate 12,043,000 - - 12,043,000 Depreciation and amortization expense (2,228,000 ) (2,411,000 ) - - (4,639,000 ) Gain from investments - - 10,705,000 - 10,705,000 Income tax expense - - (3,603,000 ) (3,603,000 ) Net income (loss) $ (7,450,000 ) $ 13,549,000 $ 10,705,000 $ (6,259,000 ) $ 10,545,000 Total assets $ 46,505,000 $ 47,709,000 $ 35,833,000 $ 10,299,000 $ 140,346,000 |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes the stock options activity from July 1, 2020 through June 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Average Weighted Average Aggregate Shares Exercise Price Remaining Life Intrinsic Value Outstanding at July 1, 2020 341,195 $ 16.95 3.83 $ 3,271,000 Granted - - - - Exercised - - - - Forfeited - - - - Exchanged - - - - Outstanding at June 30, 2021 341,195 $ 16.95 2.83 $ 8,890,000 Exercisable at June 30, 2021 337,595 $ 16.84 2.80 $ 8,833,000 Vested and expected to vest at June 30, 2021 341,195 $ 16.95 2.83 $ 8,890,000 Outstanding at July 1, 2021 341,195 $ 16.95 2.83 $ 8,890,000 Granted - - - - Exercised (90,000 ) 19.77 - - Forfeited - - - - Exchanged - - - - Outstanding at June 30, 2022 251,195 $ 15.95 2.60 $ 6,628,000 Exercisable at June 30, 2022 251,195 $ 15.95 2.60 $ 6,628,000 Vested at June 30, 2022 251,195 $ 15.95 2.60 $ 6,628,000 |
BUSINESS AND SIGNIFICANT ACCO_3
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 13 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jul. 15, 2021 | Feb. 19, 2021 | Jul. 01, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||||
Cash received in liquidation | $ 5,013,000 | $ 5,013,000 | |||||||
Impairment losses related to other investments | $ 41,000 | $ 119,000 | |||||||
Impairment loss of investments | 4,636,000 | 4,595,000 | |||||||
Cash Equivalents, at Carrying Value | $ 0 | 0 | 0 | ||||||
Accounts receivable | 634,000 | 634,000 | 340,000 | $ 504,000 | |||||
Allowance for doubtful accounts | 124,000 | 124,000 | 531,000 | ||||||
Allowances related to rental properties | 110,000 | $ 110,000 | $ 514,000 | ||||||
Acquisition of treasury stock | 41,645 | 65,890 | |||||||
Advertising cost | $ 61,000 | $ 110,000 | |||||||
Buildings Improvements [Member] | Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful lives | 3 years | ||||||||
Buildings Improvements [Member] | Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful lives | 39 years | ||||||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful lives | 3 years | ||||||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful lives | 7 years | ||||||||
Rental Property [Member] | Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful lives | 5 years | ||||||||
Rental Property [Member] | Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful lives | 40 years | ||||||||
Building and Improvements [Member] | Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful lives | 5 years | ||||||||
Building and Improvements [Member] | Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful lives | 10 years | ||||||||
Mr. Winfield [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Potentially dilutive securities outstanding | 323,195 | ||||||||
Mr. Gonzalez [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Potentially dilutive securities outstanding | 14,400 | ||||||||
Portsmouth Inc [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Ownership interest percentage | 68.80% | ||||||||
Justice Investors Limited Partnership [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.70% | ||||||||
Santa Fe [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Cash received in liquidation | $ 1,159,000 | $ 221,000 | $ 221,000 | ||||||
Shares received in liquidation | 18,641 | 18,641 | |||||||
Santa Fe [Member] | President, Chairman of the Board and Chief Executive Officer, John Winfield [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Cash received in liquidation | $ 221,000 | ||||||||
Santa Fe [Member] | Chairman and CEO [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Shares received in liquidation | 18,641 | ||||||||
Santa Fe [Member] | Ownership [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Equity investment interest | 83.70% | ||||||||
Santa Fe [Member] | Ownership [Member] | President, Chairman of the Board and Chief Executive Officer, John Winfield [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Equity investment interest | 3.70% | 3.70% | 3.70% | ||||||
Portsmouth [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Cash received in liquidation | $ 5,013,000 | ||||||||
Shares received in liquidation | 422,998 | 422,998 | |||||||
Portsmouth [Member] | Ownership [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Equity investment interest | 75% | 75% | |||||||
Portsmouth [Member] | Ownership [Member] | President, Chairman of the Board and Chief Executive Officer, John Winfield [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Equity investment interest | 2.50% | 2.50% | |||||||
Justice Investors Limited Partnership Andinter Group [Member] | Ownership [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Equity investment interest | 100% |
SCHEDULE OF MATERIAL FINANCIAL
SCHEDULE OF MATERIAL FINANCIAL OBLIGATION (Details) | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Long-term Debt | $ 234,743,000 |
Year 2023 | 17,397,000 |
Year 2024 | 114,771,000 |
Year 2025 | 7,028,000 |
Year 2026 | 4,112,000 |
Year 2027 | 6,030,000 |
Thereafter | 85,405,000 |
Mortgage Notes Payable [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt | 195,400,000 |
Year 2023 | 7,755,000 |
Year 2024 | 108,574,000 |
Year 2025 | 3,970,000 |
Year 2026 | 1,174,000 |
Year 2027 | 3,304,000 |
Thereafter | 70,623,000 |
Related Party Notes Payable [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt | 3,521,000 |
Year 2023 | 567,000 |
Year 2024 | 567,000 |
Year 2025 | 567,000 |
Year 2026 | 567,000 |
Year 2027 | 462,000 |
Thereafter | 791,000 |
Interest [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt | 35,822,000 |
Year 2023 | 9,075,000 |
Year 2024 | 5,630,000 |
Year 2025 | 2,491,000 |
Year 2026 | 2,371,000 |
Year 2027 | 2,264,000 |
Thereafter | $ 13,991,000 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||
Nov. 19, 2021 | Jun. 10, 2021 | Mar. 17, 2021 | Feb. 03, 2021 | Apr. 27, 2020 | Apr. 09, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 31, 2022 | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 16, 2020 | Jan. 31, 2017 | |
Net cash (used in) provided by operating activities | $ 921,000 | $ (19,825,000) | |||||||||||
Cash equivalents and carrying value | 14,367,000 | 6,808,000 | |||||||||||
Restricted cash | 8,982,000 | 8,584,000 | |||||||||||
Marketable securities | 10,110,000 | 21,456,000 | |||||||||||
Proceeds from related party debt | 7,550,000 | ||||||||||||
Proceeds from loans | 6,762,000 | ||||||||||||
Proceeds from notes payable | $ 16,683,000 | ||||||||||||
Debt instrument interest rate, percentage | 4.40% | 2.95% | 5.275% | ||||||||||
Gain on debt extinguishment | $ (335,000) | ||||||||||||
CIBC Bank USA [Member] | Uncollateralized [Member] | Subsequent Event [Member] | |||||||||||||
Line of credit, available to be drawn | $ 2,000,000 | ||||||||||||
Portsmouth [Member] | |||||||||||||
Notes payable | 14,200,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Notes payable | $ 16,000,000 | ||||||||||||
Maximum [Member] | Revolving Credit Facility [Member] | CIBC Bank USA [Member] | Uncollateralized [Member] | Subsequent Event [Member] | |||||||||||||
Revolving line of credit amount | 5,000,000 | ||||||||||||
Minimum [Member] | Revolving Credit Facility [Member] | CIBC Bank USA [Member] | Uncollateralized [Member] | Subsequent Event [Member] | |||||||||||||
Revolving line of credit amount | $ 2,000,000 | ||||||||||||
Loan Modification Agreement [Member] | Maximum [Member] | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 10,000,000 | ||||||||||||
Notes payable | $ 11,350,000 | ||||||||||||
SBA Loan [Member] | CIBC Bank USA [Member] | |||||||||||||
Proceeds from loans | $ 4,719,000 | $ 453,000 | $ 453,000 | $ 4,719,000 | |||||||||
Maturity date | Apr. 27, 2022 | Apr. 09, 2022 | |||||||||||
Debt instrument interest rate, percentage | 1% | 1% | |||||||||||
Payroll expenses | $ 453,000 | ||||||||||||
Gain on debt extinguishment | $ 5,172,000 | ||||||||||||
Second SBA Loan [Member] | CIBC Bank USA [Member] | |||||||||||||
Proceeds from loans | $ 2,000,000 | ||||||||||||
Maturity date | Feb. 03, 2026 | ||||||||||||
Debt instrument interest rate, percentage | 1% | ||||||||||||
Gain on debt extinguishment | $ 2,000,000 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total Hotel revenue | $ 47,219,000 | $ 28,658,000 |
Hotel Rooms [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Hotel revenue | 26,599,000 | 12,138,000 |
Food and Beverage [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Hotel revenue | 1,471,000 | 293,000 |
Garage [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Hotel revenue | 3,112,000 | 2,117,000 |
Other Operating Departments [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Hotel revenue | 352,000 | 120,000 |
Hotel [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Hotel revenue | $ 31,534,000 | $ 14,668,000 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 01, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Contract with customer, liability | $ 493,000 | $ 161,000 | $ 375,000 |
SCHEDULE OF INVESTMENT IN HOTEL
SCHEDULE OF INVESTMENT IN HOTEL, NET (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 102,068,000 | $ 100,142,000 |
Accumulated depreciation | (64,801,000) | (62,491,000) |
Net book value | 37,267,000 | 37,651,000 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,738,000 | 2,738,000 |
Accumulated depreciation | ||
Net book value | 2,738,000 | 2,738,000 |
Finance Lease ROU Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,805,000 | 1,805,000 |
Accumulated depreciation | (922,000) | (606,000) |
Net book value | 883,000 | 1,199,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 32,860,000 | 31,014,000 |
Accumulated depreciation | (28,567,000) | (27,957,000) |
Net book value | 4,293,000 | 3,057,000 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 64,665,000 | 64,585,000 |
Accumulated depreciation | (35,312,000) | (33,928,000) |
Net book value | $ 29,353,000 | $ 30,657,000 |
SCHEDULE OF INVESTMENT IN REAL
SCHEDULE OF INVESTMENT IN REAL ESTATE (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Land | $ 22,998,000 | $ 22,998,000 |
Buildings, improvements and equipment | 70,933,000 | 68,173,000 |
Accumulated depreciation | (47,374,000) | (44,930,000) |
Investment in real estate, gross | 46,557,000 | 46,241,000 |
Land held for development | 1,468,000 | 1,468,000 |
Investment in real estate, net | $ 48,025,000 | $ 47,709,000 |
SCHEDULE OF TRADING SECURITIES
SCHEDULE OF TRADING SECURITIES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Financing Receivable, Past Due [Line Items] | ||
Gross unrealized gain | $ 3,390,000 | |
Equity Securities [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Cost | 11,150,000 | 29,816,000 |
Gross unrealized gain | 1,474,000 | 8,634,000 |
Gross unrealized loss | (1,575,000) | (2,658,000) |
Net unrealized loss | (101,000) | 5,976,000 |
Fair value | $ 11,049,000 | $ 35,792,000 |
SCHEDULE OF NET LOSS ON MARKETA
SCHEDULE OF NET LOSS ON MARKETABLE SECURITIES COMPRISING OF REALIZED AND UNREALIZED GAINS (LOSSES) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Investment In Marketable Securities | ||
Realized gain on marketable securities | $ 375,000 | $ 2,746,000 |
Realized loss on marketable securities related to Comstock | (2,581,000) | (1,870,000) |
Unrealized (loss) gain on marketable securities | (5,408,000) | 7,372,000 |
Unrealized gain on marketable securities related to Comstock | 3,390,000 | |
Net (loss) gain on marketable securities | $ (7,614,000) | $ 11,638,000 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | $ 11,049,000 | $ 35,792,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 11,049,000 | 35,792,000 |
Fair Value, Inputs, Level 1 [Member] | REITs and Real Estate Companies [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 3,289,000 | 11,624,000 |
Fair Value, Inputs, Level 1 [Member] | Communication Services [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 2,787,000 | 4,872,000 |
Fair Value, Inputs, Level 1 [Member] | Financial Services [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 1,755,000 | 3,873,000 |
Fair Value, Inputs, Level 1 [Member] | Technology [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 815,000 | 442,000 |
Fair Value, Inputs, Level 1 [Member] | Basic Material [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 769,000 | 1,797,000 |
Fair Value, Inputs, Level 1 [Member] | Consumer Cyclical [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 693,000 | 1,702,000 |
Fair Value, Inputs, Level 1 [Member] | Industrials [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 385,000 | 3,746,000 |
Fair Value, Inputs, Level 1 [Member] | Energy [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | 279,000 | 6,374,000 |
Fair Value, Inputs, Level 1 [Member] | Other [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | $ 277,000 | 381,000 |
Fair Value, Inputs, Level 1 [Member] | Health Care [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in marketable securities | $ 981,000 |
SCHEDULE OF FAIR VALUE MEASUR_2
SCHEDULE OF FAIR VALUE MEASUREMENTS ON NON-RECURRING BASIS (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other non-marketable investments | $ 41,000 | |
Net loss | (41,000) | (119,000) |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other non-marketable investments | $ 41,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Proceeds from other non-marketable investments | $ 119,000 |
SCHEDULE OF OTHER ASSETS, NET (
SCHEDULE OF OTHER ASSETS, NET (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 01, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Accounts receivable, net | $ 634,000 | $ 340,000 | $ 504,000 |
Prepaid expenses | 775,000 | 535,000 | |
Miscellaneous assets | 652,000 | 729,000 | |
Prepaid taxes | 683,000 | 17,000 | |
Total other assets | $ 2,744,000 | $ 1,621,000 |
SUMMARY OF RELATED PARTY AND OT
SUMMARY OF RELATED PARTY AND OTHER NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total related party and other notes payable | $ 3,521,000 | $ 6,088,000 |
Note payable - Hilton [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total related party and other notes payable | 2,375,000 | 2,692,000 |
Note Payable - Aimbridge [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total related party and other notes payable | 1,146,000 | 1,396,000 |
Other Notes Payable - SBA Loans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total related party and other notes payable | $ 2,000,000 |
SCHEDULE OF FUTURE MINIMUM PRIN
SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS (Details) | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 17,397,000 |
2024 | 114,771,000 |
2025 | 7,028,000 |
2026 | 4,112,000 |
2027 | 6,030,000 |
Thereafter | 85,405,000 |
Long term debt | 234,743,000 |
Related Party Debt And Other Notes Payable [Member] | |
Debt Instrument [Line Items] | |
2023 | 567,000 |
2024 | 567,000 |
2025 | 567,000 |
2026 | 567,000 |
2027 | 462,000 |
Thereafter | 791,000 |
Long term debt | $ 3,521,000 |
RELATED PARTY AND OTHER FINAN_3
RELATED PARTY AND OTHER FINANCING TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Nov. 19, 2021 | Oct. 14, 2021 | Jun. 10, 2021 | Mar. 17, 2021 | Feb. 03, 2021 | Nov. 23, 2020 | Aug. 28, 2020 | Apr. 27, 2020 | Apr. 09, 2020 | Jul. 31, 2018 | Feb. 03, 2017 | Jun. 30, 2022 | Mar. 31, 2021 | Jul. 02, 2014 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 31, 2022 | Dec. 31, 2021 | Jul. 15, 2021 | Feb. 19, 2021 | Dec. 16, 2020 | Jul. 31, 2019 | May 11, 2017 | Jan. 31, 2017 | Dec. 31, 2013 | |
Debt instrument, payment terms | 10 years | 10 years | 5 years | |||||||||||||||||||||||
Key money incentive fee | $ 2,000,000 | |||||||||||||||||||||||||
Debt instrument, convertible, remaining discount amortization period | 8 years | |||||||||||||||||||||||||
Proceeds from loan | $ 6,762,000 | |||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 2.95% | 4.40% | 4.40% | 5.275% | ||||||||||||||||||||||
Gain on debt extinguishment | $ (335,000) | |||||||||||||||||||||||||
Outstanding loan principal amount | $ 89,114,000 | $ 89,114,000 | 90,745,000 | |||||||||||||||||||||||
Debt instrument, maturity date, description | November 2031 | July 2052 | The mezzanine interest only loan had an interest rate of 9.75% per annum and a maturity date of January 1, 2024 | |||||||||||||||||||||||
Cash received in liquidation | $ 5,013,000 | $ 5,013,000 | ||||||||||||||||||||||||
Proceeds from other investments | 118,000 | |||||||||||||||||||||||||
Santa Fe [Member] | ||||||||||||||||||||||||||
Equity investment interest | 83.70% | |||||||||||||||||||||||||
Santa Fe [Member] | Management [Member] | ||||||||||||||||||||||||||
Equity investment interest | 3.70% | 3.70% | ||||||||||||||||||||||||
Unsecured Debt [Member] | ||||||||||||||||||||||||||
Debt instrument, payment terms | with a term of 2 years | |||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 12% | |||||||||||||||||||||||||
Debt instrument, maturity date, description | On July 20, 2022, the maturity date was extended to July 31, 2023 | |||||||||||||||||||||||||
Debt instrument, face amount | $ 4,250,000 | |||||||||||||||||||||||||
Percentage of Loan Fee Received | 3% | |||||||||||||||||||||||||
Justice Investors Limited Partnership Andinter Group [Member] | Ownership [Member] | ||||||||||||||||||||||||||
Equity investment interest | 100% | |||||||||||||||||||||||||
Santa Fe [Member] | ||||||||||||||||||||||||||
Sale of asset, value | $ 1,530,000 | |||||||||||||||||||||||||
Exchange value reduction | 1,196,000 | |||||||||||||||||||||||||
Acquired property, value | 785,000 | |||||||||||||||||||||||||
Outstanding mortgage notes payable | 334,000 | |||||||||||||||||||||||||
Property gain on sale of asset | $ 901,000 | |||||||||||||||||||||||||
Cash received in liquidation | $ 1,159,000 | $ 221,000 | $ 221,000 | |||||||||||||||||||||||
Shares received in liquidation | 18,641 | 18,641 | ||||||||||||||||||||||||
Proceeds from other investments | 1,159,000 | |||||||||||||||||||||||||
Santa Fe [Member] | Ownership [Member] | ||||||||||||||||||||||||||
Equity investment interest | 83.70% | |||||||||||||||||||||||||
Portsmouth [Member] | ||||||||||||||||||||||||||
Current loan balance | $ 14,200,000 | $ 14,200,000 | ||||||||||||||||||||||||
Cash received in liquidation | $ 5,013,000 | |||||||||||||||||||||||||
Shares received in liquidation | 422,998 | 422,998 | ||||||||||||||||||||||||
Portsmouth [Member] | Ownership [Member] | ||||||||||||||||||||||||||
Equity investment interest | 75% | 75% | ||||||||||||||||||||||||
Parent Company [Member] | ||||||||||||||||||||||||||
Variable interest rate LIBOR | The RLOC carries a variable interest rate of 30-day LIBOR plus 3% | |||||||||||||||||||||||||
Parent Company [Member] | CIBC Bank [Member] | ||||||||||||||||||||||||||
Revolving line of credit | $ 5,000,000 | $ 5,000,000,000 | $ 5,000,000,000 | |||||||||||||||||||||||
Parent Company [Member] | CIBC Bank [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Revolving line of credit | $ 2,000,000 | |||||||||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 2,000,000 | |||||||||||||||||||||||||
Hotel Management Agreement [Member] | ||||||||||||||||||||||||||
Key money incentive fee | 2,000,000 | |||||||||||||||||||||||||
SBA Loan [Member] | CIBC Bank USA [Member] | ||||||||||||||||||||||||||
Proceeds from loan | $ 4,719,000 | $ 453,000 | $ 453,000 | $ 4,719,000 | ||||||||||||||||||||||
Maturity date | Apr. 27, 2022 | Apr. 09, 2022 | ||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 1% | 1% | ||||||||||||||||||||||||
Payroll expenses | $ 453,000 | |||||||||||||||||||||||||
Gain on debt extinguishment | 5,172,000 | |||||||||||||||||||||||||
Second SBA Loan [Member] | CIBC Bank USA [Member] | ||||||||||||||||||||||||||
Proceeds from loan | $ 2,000,000 | |||||||||||||||||||||||||
Maturity date | Feb. 03, 2026 | |||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 1% | |||||||||||||||||||||||||
Gain on debt extinguishment | $ 2,000,000 | |||||||||||||||||||||||||
Loan Modification Agreement [Member] | Justice Investors Limited Partnership Andinter Group [Member] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 16,000,000 | $ 10,000,000 | ||||||||||||||||||||||||
Current loan balance | $ 14,200,000 | $ 14,200,000 | $ 6,650,000 | $ 11,350,000 | $ 11,350,000 | |||||||||||||||||||||
Contribution Agreement [Member] | Santa Fe [Member] | ||||||||||||||||||||||||||
Proceeds from loan | $ 12,163,000 | |||||||||||||||||||||||||
Drawn to pay off mortgage note payable | 15,650,000 | |||||||||||||||||||||||||
Repayment of line of credit | 2,985,000 | |||||||||||||||||||||||||
Proceeds from line of credit | $ 662,000 | |||||||||||||||||||||||||
Hilton [Member] | ||||||||||||||||||||||||||
Debt instrument, payment terms | through 2030 | |||||||||||||||||||||||||
Interest Free Development Incentive Note [Member] | ||||||||||||||||||||||||||
Notes reduced | $ 316,000 | |||||||||||||||||||||||||
Prior Mortgage [Member] | ||||||||||||||||||||||||||
Accounts payable to related party | $ 42,940,000 | |||||||||||||||||||||||||
Mortgage Loan [Member] | ||||||||||||||||||||||||||
Accounts payable to related party | $ 97,000,000 | 97,000,000 | ||||||||||||||||||||||||
Mezzanine Loan [Member] | ||||||||||||||||||||||||||
Accounts payable to related party | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||||||||||
New Mezzanine Loan [Member] | ||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7.25% | |||||||||||||||||||||||||
New Mezzanine Loan [Member] | Cred Reit Holdco LLC [Member] | ||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 9.75% | |||||||||||||||||||||||||
Debt instrument, face amount | $ 20,000,000 |
SCHEDULE OF MORTGAGE NOTE PAYAB
SCHEDULE OF MORTGAGE NOTE PAYABLE (Details) | 12 Months Ended | |||
Jun. 30, 2022 USD ($) Number | Jun. 30, 2021 USD ($) Number | Oct. 14, 2021 | Jan. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Interest Rate | 4.40% | 2.95% | 5.275% | |
Total mortgage notes payable - Hotel | $ 108,747,000 | $ 110,134,000 | ||
Total mortgage notes payable - real estate | 85,437,000 | 70,259,000 | ||
Mortgage Notes Payable Hotel [Member] | ||||
Debt Instrument [Line Items] | ||||
Mortgage notes payable - Hotel | 109,114,000 | 110,745,000 | ||
Debt issuance costs | (367,000) | (611,000) | ||
Total mortgage notes payable - Hotel | 108,747,000 | 110,134,000 | ||
Mortgage Notes Payable Real Estate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | (850,000) | (626,000) | ||
Mortgage notes payable - real estate | 86,286,000 | 70,885,000 | ||
Total mortgage notes payable - real estate | $ 85,437,000 | $ 70,259,000 | ||
5.28% SF Hotel [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 544 | 544 | ||
Origination Date | December 2013 | December 2013 | ||
Maturity Date | January 2024 | January 2024 | ||
Mortgage notes payable - Hotel | $ 89,114,000 | $ 90,745,000 | ||
Interest Rate | 5.28% | 5.28% | ||
7.25% SF Hotel [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 544 | 544 | ||
Origination Date | July 2019 | July 2019 | ||
Maturity Date | January 2024 | January 2024 | ||
Mortgage notes payable - Hotel | $ 20,000,000 | $ 20,000,000 | ||
Interest Rate | 7.25% | 7.25% | ||
3.87% Florence [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 157 | 157 | ||
Origination Date | March 2015 | March 2015 | ||
Maturity Date | April 2025 | April 2025 | ||
Interest Rate | 3.87% | 3.87% | ||
Mortgage notes payable - real estate | $ 2,998,000 | $ 3,076,000 | ||
2.95 Las Colinas [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 358 | |||
Origination Date | October 2021 | |||
Maturity Date | November 2031 | |||
Interest Rate | 2.95% | |||
Mortgage notes payable - real estate | $ 28,800,000 | |||
3.17% Morris County [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 151 | 151 | ||
Origination Date | April 2020 | April 2020 | ||
Maturity Date | May 2030 | May 2030 | ||
Interest Rate | 3.17% | 3.17% | ||
Mortgage notes payable - real estate | $ 17,598,000 | $ 17,975,000 | ||
4.05% St Louis [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 264 | 264 | ||
Origination Date | May 2013 | May 2013 | ||
Maturity Date | May 2023 | May 2023 | ||
Interest Rate | 4.05% | 4.05% | ||
Mortgage notes payable - real estate | $ 4,958,000 | $ 5,100,000 | ||
3.50 Los Angeles One [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 4 | 4 | ||
Origination Date | July 2021 | June 2021 | ||
Maturity Date | July 2051 | August 2051 | ||
Interest Rate | 3.50% | 3.50% | ||
Mortgage notes payable - real estate | $ 1,135,000 | $ 1,155,000 | ||
3.50 Los Angeles Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 2 | 1 | ||
Origination Date | July 2021 | June 2021 | ||
Maturity Date | July 2051 | August 2051 | ||
Interest Rate | 3.50% | 3.50% | ||
Mortgage notes payable - real estate | $ 688,000 | $ 555,000 | ||
3.50 Los Angeles Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 1 | |||
Origination Date | June 2021 | |||
Maturity Date | August 2051 | |||
Interest Rate | 3.50% | |||
Mortgage notes payable - real estate | $ 904,000 | |||
2.52% Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 31 | 31 | ||
Origination Date | October 2020 | October 2020 | ||
Maturity Date | November 2030 | November 2030 | ||
Interest Rate | 2.52% | 2.52% | ||
Mortgage notes payable - real estate | $ 8,400,000 | $ 8,400,000 | ||
4.40 Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 30 | |||
Origination Date | June 2022 | |||
Maturity Date | July 2052 | |||
Interest Rate | 4.40% | |||
Mortgage notes payable - real estate | $ 5,850,000 | |||
3.05 Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 14 | 14 | ||
Origination Date | January 2021 | January 2021 | ||
Maturity Date | February 2031 | February 2031 | ||
Interest Rate | 3.05% | 3.05% | ||
Mortgage notes payable - real estate | $ 2,704,000 | $ 2,761,000 | ||
3.59 Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 12 | |||
Origination Date | June 2016 | |||
Maturity Date | June 2026 | |||
Interest Rate | 3.59% | |||
Mortgage notes payable - real estate | $ 2,026,000 | |||
3.09% Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 9 | 9 | ||
Origination Date | June 2020 | June 2020 | ||
Maturity Date | July 2030 | July 2030 | ||
Interest Rate | 3.09% | 3.09% | ||
Mortgage notes payable - real estate | $ 2,498,000 | $ 2,552,000 | ||
3.05 Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 9 | |||
Origination Date | November 2020 | |||
Maturity Date | December 2030 | |||
Interest Rate | 3.05% | |||
Mortgage notes payable - real estate | $ 1,934,000 | |||
3.50 Los Angeles Four [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 8 | |||
Origination Date | July 2021 | |||
Maturity Date | July 2051 | |||
Interest Rate | 3.50% | |||
Mortgage notes payable - real estate | $ 1,567,000 | |||
3.75 Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 7 | |||
Origination Date | August 2012 | |||
Maturity Date | September 2042 | |||
Interest Rate | 3.75% | |||
Mortgage notes payable - real estate | $ 774,000 | |||
3.50 Los Angeles Five [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 4 | |||
Origination Date | June 2021 | |||
Maturity Date | August 2051 | |||
Interest Rate | 3.50% | |||
Mortgage notes payable - real estate | $ 1,135,000 | |||
3.50 Los Angeles Six [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 1 | |||
Origination Date | June 2021 | |||
Maturity Date | August 2051 | |||
Interest Rate | 3.50% | |||
Mortgage notes payable - real estate | $ 545,000 | |||
3.50 Los Angeles Seven [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 4 | |||
Origination Date | July 2021 | |||
Maturity Date | August 2051 | |||
Interest Rate | 3.50% | |||
Mortgage notes payable - real estate | $ 816,000 | |||
3.50 Los Angeles Eight [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 1 | |||
Origination Date | September 2018 | |||
Maturity Date | October 2048 | |||
Interest Rate | 3.50% | |||
Mortgage notes payable - real estate | $ 956,000 | |||
3.73% Las Colinas [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 358 | |||
Origination Date | November 2012 | |||
Maturity Date | December 2022 | |||
Interest Rate | 3.73% | |||
Mortgage notes payable - real estate | $ 16,065,000 | |||
3.75% Los Angeles One [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 4 | |||
Origination Date | September 2012 | |||
Maturity Date | September 2042 | |||
Interest Rate | 3.75% | |||
Mortgage notes payable - real estate | $ 323,000 | |||
3.75% Los Angeles Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 2 | |||
Origination Date | September 2012 | |||
Maturity Date | September 2042 | |||
Interest Rate | 3.75% | |||
Mortgage notes payable - real estate | $ 327,000 | |||
3.50% Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 1 | |||
Origination Date | June 2021 | |||
Maturity Date | August 2051 | |||
Interest Rate | 3.50% | |||
Mortgage notes payable - real estate | $ 920,000 | |||
5.97% Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 30 | |||
Origination Date | August 2007 | |||
Maturity Date | September 2022 | |||
Interest Rate | 5.97% | |||
Mortgage notes payable - real estate | $ 5,453,000 | |||
3.59 Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 12 | |||
Origination Date | June 2016 | |||
Maturity Date | June 2026 | |||
Interest Rate | 3.59% | |||
Mortgage notes payable - real estate | $ 2,077,000 | |||
3.05% Los Angeles Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 9 | |||
Origination Date | November 2020 | |||
Maturity Date | December 2030 | |||
Interest Rate | 3.05% | |||
Mortgage notes payable - real estate | $ 1,975,000 | |||
3.75% Los Angeles Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 8 | |||
Origination Date | July 2013 | |||
Maturity Date | July 2043 | |||
Interest Rate | 3.75% | |||
Mortgage notes payable - real estate | $ 416,000 | |||
3.75% Los Angeles Four [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 7 | |||
Origination Date | August 2012 | |||
Maturity Date | September 2042 | |||
Interest Rate | 3.75% | |||
Mortgage notes payable - real estate | $ 798,000 | |||
4.75 Los Angeles [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of Units | Number | 1 | |||
Origination Date | September 2018 | |||
Maturity Date | October 2048 | |||
Interest Rate | 4.75% | |||
Mortgage notes payable - real estate | $ 957,000 |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENT FOR MORTGAGE NOTES PAYABLE (Details) | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 17,397,000 |
2024 | 114,771,000 |
2025 | 7,028,000 |
2026 | 4,112,000 |
2027 | 6,030,000 |
Thereafter | 85,405,000 |
Total Mortgage Notes payable | 234,743,000 |
Mortgage Notes [Member]. | |
Debt Instrument [Line Items] | |
2023 | 7,755,000 |
2024 | 108,574,000 |
2025 | 3,970,000 |
2026 | 1,174,000 |
2027 | 3,304,000 |
Thereafter | 70,623,000 |
Total Mortgage Notes payable | $ 195,400,000 |
MORTGAGE NOTES PAYABLE (Details
MORTGAGE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Oct. 14, 2021 | Jul. 31, 2019 | Feb. 03, 2017 | Jun. 30, 2022 | Jul. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Oct. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | May 12, 2017 | Jan. 31, 2017 | |
Debt instrument, maturity date, description | November 2031 | July 2052 | The mezzanine interest only loan had an interest rate of 9.75% per annum and a maturity date of January 1, 2024 | ||||||||||
Debt Instrument coverage ratio description | The DSCR for Operating had been below 1.00 from third quarter of fiscal year 2020 to third quarter of fiscal year 2022 while it is required to maintain a DSCR of at least 1.10 to 1.00 for two consecutive quarters. 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. Justice has not missed any of its debt service payments and does not anticipate missing any debt obligations for at least the next twelve months and beyond. Additionally, Operating’s DSCR for the fourth quarter of fiscal year 2022 has reached 1.69 for the Mortgage Loan and 1.34 for the Mezzanine Loan | ||||||||||||
Mortgages notes payable, value | $ 15,900,000 | $ 5,283,000 | $ 5,283,000 | ||||||||||
Proceeds from refinancing | $ 2,325,000 | ||||||||||||
Debt instrument interest rate, percentage | 2.95% | 4.40% | 4.40% | 5.275% | |||||||||
Proceeds from mortgage notes payable | $ 16,683,000 | ||||||||||||
Debt instrument term | 10 years | 10 years | 5 years | ||||||||||
Mortgages on notes payable | $ 28,800,000 | $ 5,850,000 | |||||||||||
Proceeds from bank debt | $ 12,938,000 | $ 522,000 | |||||||||||
Annual interest rate on mortgage | 5.44% | 5.44% | |||||||||||
Existing Mortgages [Member] | |||||||||||||
Mortgages notes payable, value | 1,065,000 | ||||||||||||
New Mortgages [Member] | |||||||||||||
Mortgages notes payable, value | $ 3,450,000 | ||||||||||||
Debt instrument interest rate, percentage | 3.50% | ||||||||||||
California Properties [Member] | |||||||||||||
Debt instrument, maturity date, description | August 2051 | ||||||||||||
Mortgages notes payable, value | $ 830,000 | ||||||||||||
Debt instrument interest rate, percentage | 3.50% | ||||||||||||
Proceeds from mortgage notes payable | $ 826,000 | ||||||||||||
Debt instrument term | 5 years | ||||||||||||
Mortgage Loans [Member] | |||||||||||||
Mortgage and mezzanine amount | $ 97,000,000 | $ 97,000,000 | $ 97,000,000 | ||||||||||
Bears interest percentage | 5.275% | ||||||||||||
Debt instrument, maturity date, description | January 2024 | ||||||||||||
Mortgage loans, description | The term of the loan is 10 years with interest only due in the first three years and principal and interest on the remaining seven years of the loan based on a thirty-year amortization schedule | ||||||||||||
Mortgage Loans [Member] | 31-Unit Apartment Complex [Member] | |||||||||||||
Mortgage and mezzanine amount | $ 4,800,000 | ||||||||||||
Bears interest percentage | 2.52% | ||||||||||||
Debt instrument, maturity date, description | November 2030 | ||||||||||||
Proceeds from Lines of Credit | $ 3,529,000 | ||||||||||||
Mortgage Loans [Member] | 31-Unit Apartment Complex [Member] | CANADA | |||||||||||||
Mortgage and mezzanine amount | $ 8,400,000 | ||||||||||||
Mortgage Loans [Member] | 9-Unit Apartment Complex [Member] | |||||||||||||
Mortgage and mezzanine amount | $ 1,088,000 | ||||||||||||
Bears interest percentage | 3.05% | ||||||||||||
Debt instrument, maturity date, description | December 2030 | ||||||||||||
Proceeds from Lines of Credit | $ 798,000 | ||||||||||||
Mortgage Loans [Member] | 9-Unit Apartment Complex [Member] | CANADA | |||||||||||||
Mortgage and mezzanine amount | $ 1,995,000 | ||||||||||||
Mortgage Loans [Member] | 14-Unit Apartment Complex [Member] | |||||||||||||
Mortgage and mezzanine amount | $ 1,597,000 | ||||||||||||
Bears interest percentage | 3.05% | ||||||||||||
Debt instrument, maturity date, description | February 2031 | ||||||||||||
Proceeds from Lines of Credit | $ 1,057,000 | ||||||||||||
Mortgage Loans [Member] | 14-Unit Apartment Complex [Member] | CANADA | |||||||||||||
Mortgage and mezzanine amount | $ 2,780,000 | ||||||||||||
Mortgage Loans [Member] | Single-Family Houses [Member] | |||||||||||||
Mortgage and mezzanine amount | $ 563,000 | $ 563,000 | |||||||||||
Bears interest percentage | 3.50% | ||||||||||||
Mortgage loans, description | Interest rate on the mortgages is at five-year fixed interest rate of 3.5% per annum and adjustable rate thereafter at 2.5% over the 6-month LIBOR Index with semi-annual rate and payment adjustments. Semi-annual rate cap is 1.25% after the initial interest rate change with a floor equal to the start rate and ceiling of 9.95% | ||||||||||||
Proceeds from Lines of Credit | $ 759,000 | ||||||||||||
Maturity date | Aug. 01, 2051 | ||||||||||||
Mortgage Loans [Member] | Single-Family Houses [Member] | CANADA | |||||||||||||
Mortgage and mezzanine amount | $ 1,475,000 | 1,475,000 | |||||||||||
Mortgage Loans [Member] | 4-Unit Apartment Complex [Member] | |||||||||||||
Mortgage and mezzanine amount | $ 563,000 | 563,000 | |||||||||||
Mortgage loans, description | Interest rate on the mortgage has a five-year fixed interest rate of 3.5% per annum and adjustable rate thereafter at 2.5% over the 6-month LIBOR Index with semi-annual rate and payment adjustments. Semi-annual rate cap is 1.25% after the initial interest rate change with a floor equal to the start rate and ceiling of 9.95% | ||||||||||||
Proceeds from Lines of Credit | $ 619,000 | ||||||||||||
Maturity date | Aug. 01, 2051 | ||||||||||||
Mortgage Loans [Member] | 4-Unit Apartment Complex [Member] | CANADA | |||||||||||||
Mortgage and mezzanine amount | $ 1,155,000 | $ 1,155,000 | |||||||||||
Mezzanine Loan [Member] | |||||||||||||
Mortgage and mezzanine amount | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | |||||||||
Bears interest percentage | 7.25% | 9.75% | |||||||||||
Debt instrument, maturity date, description | January 1, 2024 | January 1, 2024 |
MANAGEMENT AGREEMENTS (Details
MANAGEMENT AGREEMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Management Agreements | ||
Management agreement term | 10 years | |
Key money incentive advance to related party | $ 2,000,000 | |
Unamortized debt issuance expense | 1,146,000 | $ 1,396,000 |
Hotel management fees | $ 1,055,000 | 242,000 |
Adjustment for amortization | $ 250,000 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 01, 2020 |
Accounts Receivable, Net | $ 634,000 | $ 340,000 | $ 504,000 |
Hotel Customers [Member] | |||
Accounts Receivable, Net | 256,000 | 146,000 | |
Hotel Customers [Member] | Hotel [Member] | |||
Accounts Receivable, Net | 377,000 | 194,000 | |
Hotel Customers [Member] | Rental Properties [Member] | |||
Accounts Receivable, Net | 366,000 | 660,000 | |
Allowance for doubtful accounts | $ 110,000 | $ 514,000 |
SCHEDULE OF INCOME TAX (EXPENSE
SCHEDULE OF INCOME TAX (EXPENSE) BENEFIT (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current tax expense | $ (113,000) | $ (755,000) |
Deferred tax (expense) benefit | 884,000 | (1,848,000) |
Federal income tax (expense) benefit, total | 771,000 | (2,603,000) |
Current tax expense | (330,000) | (605,000) |
Deferred tax benefit | 589,000 | (395,000) |
State income tax (expense) benefit, total | 259,000 | (1,000,000) |
Income Tax Benefit | $ 1,030,000 | $ (3,603,000) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal tax rate | $ 2,446,000 | $ (3,169,000) |
State income taxes, net of federal tax benefit | 204,000 | (834,000) |
Dividend received deduction | 103,000 | 51,000 |
PPP Loan forgiveness | 1,391,000 | |
Provision to return adjustment | 634,000 | |
Deferral true up – Justice difference in basis of fixed assets | 11,621,000 | |
Disallowed interest | 214,000 | |
Net operating loss | 32,000 | 105,000 |
Valuation allowance | (15,201,000) | (319,000) |
Basis difference in investments | ||
Carryback claim refundable | 304,000 | |
Payable true up | (311,000) | |
Other | 111,000 | 45,000 |
Income tax expense (benefit) | $ 1,030,000 | $ (3,603,000) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 11,075,000 | $ 9,801,000 |
Deferred gains on real estate sale and depreciation | 10,418,000 | |
Capital loss carryforwards | 1,322,000 | 614,000 |
Investment impairment reserve | 671,000 | |
Accruals and reserves | 831,000 | 893,000 |
Interest expense | 2,231,000 | 2,684,000 |
Tax credits | 566,000 | 554,000 |
Other | 247,000 | 225,000 |
Deferred Tax Asset before Valuation Allowance | 26,690,000 | 15,442,000 |
Valuation Allowance | (22,775,000) | (951,000) |
Deferred Tax Asset after Valuation Allowance | 3,915,000 | 14,491 |
Equity earnings | (5,626,000) | |
Deferred gains on real estate sale and depreciation | (5,027,000) | |
Unrealized gain on marketable securities | (9,000) | (1,531,000) |
State taxes | (294,000) | (167,000) |
Deferred Tax Liability | (303,000) | (12,351,000) |
Net deferred tax asset | $ 3,612,000 | $ 2,140,000 |
SCHEDULE OF ESTIMATED NET OPERA
SCHEDULE OF ESTIMATED NET OPERATING LOSSES (NOLS) (Details) | Jun. 30, 2022 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Net operating loss carryforwards, Federal | $ 35,483,000 |
Net operating loss carryforwards, State | 41,248,000 |
Intergroup [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Net operating loss carryforwards, Federal | 472,000 |
Net operating loss carryforwards, State | 832,000 |
Portsmouth [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Net operating loss carryforwards, Federal | 35,011,000 |
Net operating loss carryforwards, State | $ 40,416,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 22,775,000 | $ 951,000 |
Increased valuation allowance | 21,824,000 | |
Net operating loss carryforwards, federal | 35,483,000 | |
Net operating loss carryforwards, state | 41,238,000 | |
Net operating loss carryforwards | $ 11,075,000 | 9,801,000 |
Future taxable income, percentage | 80% | |
Income tax expense | $ (1,030,000) | 3,603,000 |
Santa Fe [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | $ 3,382,000 | |
2037 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 14,697,000 | |
2017 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 20,786,000 |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 47,219,000 | $ 28,658,000 |
Segment operating expenses | (43,548,000) | (33,528,000) |
Segment income (loss) | 3,671,000 | (4,870,000) |
Interest expense - mortgage | (8,881,000) | (8,914,000) |
Gain on debt forgiveness | (335,000) | |
Depreciation and amortization expense | (4,754,000) | (4,639,000) |
Income tax benefit (expense) | (1,030,000) | 3,603,000 |
Net income (loss) | (10,616,000) | 10,545,000 |
Total assets | 126,046,000 | 140,346,000 |
Gain on disposal of assets | 12,000 | |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 47,219,000 | 28,658,000 |
Segment operating expenses | (38,796,000) | (28,889,000) |
Segment income (loss) | 8,423,000 | (231,000) |
Interest expense - mortgage | (8,881,000) | (8,914,000) |
Gain on debt forgiveness | 1,665,000 | 5,172,000 |
Depreciation and amortization expense | (4,754,000) | (4,639,000) |
Gain (loss) from investments | (8,101,000) | 10,705,000 |
Income tax benefit (expense) | 1,030,000 | (3,603,000) |
Net income (loss) | (10,618,000) | 10,545,000 |
Total assets | 126,046,000 | 140,346,000 |
Gain on sale of real estate | 12,043,000 | |
Hotel Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 31,534,000 | 14,668,000 |
Segment operating expenses | (27,451,000) | (17,911,000) |
Segment income (loss) | 4,083,000 | (3,243,000) |
Interest expense - mortgage | (6,549,000) | (6,710,000) |
Gain on debt forgiveness | 2,000,000 | 4,719,000 |
Depreciation and amortization expense | (2,310,000) | (2,228,000) |
Gain (loss) from investments | ||
Income tax benefit (expense) | ||
Net income (loss) | (2,776,000) | (7,450,000) |
Total assets | 46,847,000 | 46,505,000 |
Gain on disposal of assets | 12,000 | |
Real Estate Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 15,685,000 | 13,990,000 |
Segment operating expenses | (8,694,000) | (7,869,000) |
Segment income (loss) | 6,991,000 | 6,121,000 |
Interest expense - mortgage | (2,332,000) | (2,204,000) |
Gain on debt forgiveness | (335,000) | |
Depreciation and amortization expense | (2,444,000) | (2,411,000) |
Gain (loss) from investments | ||
Income tax benefit (expense) | ||
Net income (loss) | 1,880,000 | 13,549,000 |
Total assets | 48,025,000 | 47,709,000 |
Gain on disposal of assets | ||
Gain on sale of real estate | 12,043,000 | |
Investment Transactions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Segment operating expenses | ||
Segment income (loss) | ||
Interest expense - mortgage | ||
Gain on debt forgiveness | ||
Depreciation and amortization expense | ||
Gain (loss) from investments | (8,101,000) | 10,705,000 |
Net income (loss) | (8,101,000) | 10,705,000 |
Total assets | 11,049,000 | 35,833,000 |
Gain on disposal of assets | ||
Gain on sale of real estate | ||
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Segment operating expenses | (2,651,000) | (3,109,000) |
Segment income (loss) | (2,651,000) | (3,109,000) |
Interest expense - mortgage | ||
Gain on debt forgiveness | 453,000 | |
Depreciation and amortization expense | ||
Gain (loss) from investments | ||
Income tax benefit (expense) | 1,030,000 | (3,603,000) |
Net income (loss) | (1,621,000) | (6,259,000) |
Total assets | $ 21,125,000 | 10,299,000 |
Gain on disposal of assets | ||
Gain on sale of real estate |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) | 12 Months Ended |
Jun. 30, 2022 Segments | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2022 | Jan. 21, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of shares, outstanding, beginning balance | 341,195 | 341,195 | ||
Weighted average exercise price, outstanding, beginning balance | $ 16.95 | $ 16.95 | ||
Weighted average remaining life, outstanding, beginning balance | 2 years 9 months 29 days | 3 years 9 months 29 days | ||
Aggregate intrinsic value, outstanding, beginning balance | $ 8,890,000 | $ 3,271,000 | ||
Number of shares, granted | ||||
Weighted average exercise price, granted | ||||
Number of shares, exercised | (18,000) | (90,000) | ||
Weighted average exercise price, exercised | $ 19.77 | |||
Number of shares, forfeited | ||||
Weighted average exercise price, forfeited | ||||
Number of shares, exchanged | ||||
Weighted average exercise price, exchanged | ||||
Number of shares, outstanding, ending balance | 251,195 | 251,195 | 341,195 | |
Weighted average exercise price, outstanding, ending balance | $ 15.95 | $ 15.95 | $ 16.95 | |
Weighted average remaining life, outstanding, ending balance | 2 years 7 months 6 days | 2 years 9 months 29 days | ||
Aggregate intrinsic value, outstanding, ending balance | $ 6,628,000 | $ 6,628,000 | $ 8,890,000 | |
Number of shares, exercisable, ending balance | 251,195 | 54,906 | 251,195 | 337,595 |
Weighted average pxercise price, exercisable, ending balance | $ 15.95 | $ 50.70 | $ 15.95 | $ 16.84 |
Weighted average remaining life, exercisable, ending balance | 2 years 7 months 6 days | 2 years 9 months 18 days | ||
Aggregate intrinsic value, exercisable, ending balance | $ 6,628,000 | $ 2,784,000 | $ 6,628,000 | $ 8,833,000 |
Number of shares, vested and expected to vest, ending balance | 251,195 | 251,195 | 341,195 | |
Weighted average exercise price, vested and expected to vest, ending balance | $ 15.95 | $ 15.95 | $ 16.95 | |
Weighted average remaining life, vested and expected to vest, ending balance | 2 years 7 months 6 days | 2 years 9 months 29 days | ||
Aggregate intrinsic value, vested and expected to vest, ending balance | $ 6,628,000 | $ 6,628,000 | $ 8,890,000 |
STOCK-BASED COMPENSATION PLAN_2
STOCK-BASED COMPENSATION PLANS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2022 | Jan. 21, 2022 | Dec. 28, 2019 | Dec. 26, 2013 | Mar. 16, 2010 | Mar. 16, 2010 | Feb. 24, 2010 | Dec. 31, 2018 | Feb. 29, 2012 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2017 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of sharea authorized | 18,000 | ||||||||||||
Exercise price | $ 15.95 | $ 15.95 | $ 16.95 | $ 16.95 | |||||||||
Stock based compensation | $ 4,000 | $ 14,000 | |||||||||||
Number of stock exercised | 18,000 | 90,000 | |||||||||||
Cashless exercise of stock options, shares | 251,195 | 54,906 | 251,195 | 337,595 | |||||||||
Intrinsic value of cashless exercise of stock options | $ 6,628,000 | $ 2,784,000 | $ 6,628,000 | $ 8,833,000 | |||||||||
Closing stock price per share | $ 15.95 | $ 50.70 | $ 15.95 | $ 16.84 | |||||||||
Winfield [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Stock option desceiption | Mr. Winfield exercised 90,000 of his vested stock options by surrendering 35,094 shares of the Company’s common stock at fair value as payment of the exercise price, resulting in a net issuance to him of 54,906 shares. No additional compensation expense was recorded related to the issuance. This intrinsic value of the cashless exercise of 54,906 stock options was approximately $2,784,000 at January 21, 2022 when the Company’s stock closing stock price was $50.70. | ||||||||||||
Number of stock exercised | 90,000 | ||||||||||||
Number of shares surrendered | 35,094 | ||||||||||||
Number of shares issued | 54,906 | ||||||||||||
David C Gonzalez [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of sharea authorized | 18,000 | ||||||||||||
Exercise price | $ 27.30 | ||||||||||||
Share based compensation option vested | 3,600 | ||||||||||||
2010 Incentive Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Exercise price | $ 90,000 | ||||||||||||
2010 Incentive Plan [Member] | Omnibus [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of sharea authorized | 400,000 | ||||||||||||
Stock based compensation vesting period | 5 years | ||||||||||||
2010 Incentive Plan [Member] | John V. Winfield [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of sharea authorized | 160,000 | 100,000 | 100,000 | 90,000 | |||||||||
Expiration period | 10 years | 10 years | |||||||||||
Stock based compensation vesting period | 5 years | 5 years | |||||||||||
Number of shares purchased | 100,000 | ||||||||||||
Exercise price | $ 10.30 | $ 10.30 | $ 19.77 | ||||||||||
Stock vesting description | Pursuant to the time vesting requirements, the options vest over a period of five years, with 20,000 options vesting upon each one-year anniversary of the date of grant. Pursuant to the market vesting requirements, the options vest in increments of 20,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above the exercise price ($10.30) of the options. | Pursuant to the time vesting requirements, the options vest over a period of five years, with 18,000 options vesting upon each one-year anniversary of the date of grant. Pursuant to the market vesting requirements, the options vest in increments of 18,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above the exercise price ($19.77) of the options. To satisfy this requirement, the common stock must trade at that increased level for a period of at least ten trading days during any one quarter. | |||||||||||
2010 Incentive Plan [Member] | Board Of Directors [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of sharea authorized | 100,000 | ||||||||||||
Expiration period | 10 years | ||||||||||||
Expiration period description | Incentive Plan to twenty 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 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. The recommended amendments were approved by shareholders on February 25, 2020. | ||||||||||||
Stock based compensation | $ 116,000 | ||||||||||||
2010 Incentive Plan [Member] | John Winfield [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Expiration period | 16 years | ||||||||||||
Restricted Stock Units Plan [Member] | 2008 [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of sharea authorized | 200,000 | 200,000 | |||||||||||
Expiration period | 10 years | ||||||||||||
Non Qualified Stock Options [Member] | John V. Winfield [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of sharea authorized | 133,195 | ||||||||||||
Expiration period | 10 years | ||||||||||||
Exercise price | $ 18.65 | ||||||||||||
Stock expiration date | Dec. 26, 2023 | ||||||||||||
Incentive Stock Options [Member] | John V. Winfield [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of sharea authorized | 26,805 | ||||||||||||
Expiration period | 5 years | ||||||||||||
Exercise price | $ 20.52 | ||||||||||||
Stock vesting description | The stock options are subject to time vesting requirements, with 20% of the options vesting annually commencing on the first anniversary of the grant date. | ||||||||||||
Number of stock exercised | 26,805 | ||||||||||||
Number of shares surrendered | 17,439 | ||||||||||||
Number of shares issued | 9,366 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Nov. 23, 2020 | Feb. 05, 2020 | Jun. 30, 2022 | Mar. 31, 2021 | Mar. 31, 2021 | Aug. 31, 2004 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 01, 2021 | Feb. 19, 2021 | Dec. 16, 2020 | |
Related Party Transaction [Line Items] | |||||||||||||
Shares issued price per share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Cash received in liquidation | $ 5,013,000 | $ 5,013,000 | |||||||||||
Related party transaction description of transaction | No gains or losses were realized as a result of the transaction since it was a related-party transaction | InterGroup owns approximately 75.0% of the outstanding common shares of Portsmouth. As of June 30, 2022, the Company’s President, Chairman of the Board and Chief Executive Officer, John Winfield, owns approximately 2.5% of the outstanding common shares of Portsmouth. Mr. Winfield also serves as the Chairman of the Board and Chief Executive Officer of Portsmouth. | |||||||||||
Payments to property acquired | $ 1,467,000 | ||||||||||||
Portsmouth Inc [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ownership interest percentage | 68.80% | ||||||||||||
Santa Fe [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity investment interest | 83.70% | ||||||||||||
Santa Fe [Member] | Management [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity investment interest | 3.70% | 3.70% | 3.70% | ||||||||||
Portsmouth Inc [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan amortization cost | $ 0 | ||||||||||||
Justice Investors Limited Partnership Andinter Group [Member] | Loan Modification Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Current loan balance | $ 14,200,000 | 14,200,000 | $ 11,350,000 | $ 6,650,000 | $ 11,350,000 | ||||||||
Debt instrument, face amount | $ 16,000,000 | $ 10,000,000 | |||||||||||
Santa Fe [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of asset, value | $ 1,530,000 | ||||||||||||
Exchange value reduction | 1,196,000 | ||||||||||||
Acquired property, value | 785,000 | ||||||||||||
Outstanding mortgage notes payable | 334,000 | ||||||||||||
Property gain on sale of asset | $ 901,000 | ||||||||||||
Cash received in liquidation | 1,159,000 | $ 221,000 | $ 221,000 | ||||||||||
Shares received in liquidation | 18,641 | 18,641 | |||||||||||
Santa Fe [Member] | Contribution Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of common stock shares received | 97,500 | ||||||||||||
Shares issued price per share | $ 0.10 | ||||||||||||
Number of shares exchanged | 4,460 | ||||||||||||
Common stock voting rights | As a result of the contribution, Woodland Village became a wholly owned subsidiary of Santa Fe. Before the issuance of the stock referenced in the preceding sentence, the Company had the power to vote 86.3% of the voting shares of Santa Fe, which includes the power to vote 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. Subsequent to this issuance, the Company had the power to vote 87.4% of the issued and outstanding common stock of Santa Fe, which included the power to vote an approximately 3.7% interest in the common stock in Santa Fe under the aforementioned voting trust agreement. Mr. Winfield, Chairman of the Board of both the Company and Santa Fe, is a control person of both entities. | ||||||||||||
Portsmouth [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Current loan balance | $ 14,200,000 | $ 14,200,000 | |||||||||||
Cash received in liquidation | $ 5,013,000 | ||||||||||||
Shares received in liquidation | 422,998 | 422,998 | |||||||||||
Cost of investment | $ 980,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Service fees | $ 2,107,000 | $ 703,000 |
Cost of damages value | $ 2,000,000 | |
License Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Agreement term | 15 years |