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 |