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SFEF Santa Fe Financial

Filed: 29 Jan 21, 4:14pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2020

or

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to_________

 

Commission File Number 0-6877

 

SANTA FE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

NEVADA 95-2452529

(State or other jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1516 S. Bundy Dr., Suite 200, Los Angeles, California 90025

(Address of principal executive offices) (Zip Code)

 

(310) 889-2500

(Registrant’s telephone number, including area code)

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

[X] Yes [  ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

 

 Large accelerated filer [  ] Accelerated filer [  ] 
     
 Non-accelerated filer [X] Smaller reporting company [X] 
     
   Emerging growth company [  ] 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):

[  ] Yes [X] No

Securities registered pursuant to section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
NONE NONE NONE

 

The number of shares outstanding of registrant’s Common Stock, as of January 29, 2021 was 1,339,310.

 

 

 

 

 

 

TABLE OF CONTENTS

 

  Page
 PART I – FINANCIAL INFORMATION
   
Item 1.Financial Statements 
   
 

Condensed Consolidated Balance Sheets as of December 31, 2020 and June 30, 2020 (Unaudited)

3
 

Condensed Consolidated Statements of Operations for the Three Months ended December 31, 2020 and 2019 (Unaudited)

4

 

Condensed Consolidated Statements of Operations for the Six Months ended December 31, 2020 and 2019 (Unaudited)

5

 

Condensed Consolidated Statements of Shareholders’ Deficit for the Six Months ended December 31, 2020 and 2019 (Unaudited)

6

 

Condensed Consolidated Statements of Cash Flows for the Six Months ended December 31, 2020 and 2019 (Unaudited)

7
 Notes to the Condensed Consolidated Financial Statements8-20
   

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21-29 

   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

29

   
Item 4.Controls and Procedures29
   
 PART II – OTHER INFORMATION 
   

Item 1.

Legal Proceedings

30

   
Item 1A.Risk Factors30
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds30
   
Item 3.Defaults Upon Senior Securities30
   
Item 4.Mine Safety Disclosures30
   
Item 5.Other Information30
   
Item 6.Exhibits31
   
Signatures 31

 

 - 2 - 
 

 

PART I

FINANCIAL INFORMATION

 

Item 1 - Condensed Consolidated Financial Statements

 

SANTA FE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

As of December 31, 2020  June 30, 2020 
ASSETS        
Investment in hotel, net $34,621,000  $35,369,000 
Investment in real estate, net  980,000   4,759,000 
Investment in marketable securities  714,000   870,000 
Other investments, net  35,000   158,000 
Cash and cash equivalents  8,080,000   4,724,000 
Restricted cash  5,977,000   11,675,000 
Accounts receivable - hotel, net  40,000   251,000 
Other assets, net  995,000   1,967,000 
Deferred tax assets  9,841,000   8,483,000 
         
Total assets $61,283,000  $68,256,000 
         
LIABILITIES AND SHAREHOLDERS’ DEFICIT        
Liabilities:        
Accounts payable and other liabilities - Justice $6,380,000  $7,588,000 
Accounts payable and other liabilities  203,000   432,000 
Accounts payable to related party  2,813,000   6,197,000 
Related party and other notes payable  8,003,000   7,604,000 
Finance leases  901,000   1,098,000 
Other note payable - SBA Loan  4,719,000   4,719,000 
Mortgage notes payable - hotel, net  110,810,000   111,446,000 
Mortgage notes payable - real estate  -   3,306,000 
Total liabilities  133,829,000   142,390,000 
         
Shareholders’ deficit:        
Common stock - par value $.10 per share;        
Authorized - 2,000,000;        
Issued 1,437,138, outstanding 1,339,310 as of December 31, 2020 and June 30, 2020, respectively  144,000   144,000 
Additional paid-in capital  6,916,000   7,895,000 
Accumulated deficit  (50,366,000)  (55,243,000)
Treasury stock, at cost, 97,828 shares  (951,000)  (951,000)
Total Santa Fe shareholders’ deficit  (44,257,000)  (48,155,000)
Noncontrolling interest  (28,289,000)  (25,979,000)
Total shareholders’ deficit  (72,546,000)  (74,134,000)
         
Total liabilities and shareholders’ deficit $61,283,000  $68,256,000 

 

The accompanying notes are an integral part of these (unaudited) condensed consolidated financial statements.

 

 - 3 - 
 

 

SANTA FE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

For the three months ended December 31, 2020  2019 
       
Revenues:        
Hotel $3,109,000  $14,901,000 
Real estate  12,000   79,000 
Total revenues  3,121,000   14,980,000 
         
Costs and operating expenses:        
Hotel operating expenses  (5,133,000)  (11,730,000)
Real estate operating expenses  (5,000)  (48,000)
Depreciation and amortization expense  (558,000)  (613,000)
General and administrative expense  (258,000)  (286,000)
         
Total costs and operating expenses  (5,954,000)  (12,677,000)
         
(Loss) income from operations  (2,833,000)  2,303,000 
         
Other income (expense):        
Interest expense - mortgage  (1,701,000)  (1,716,000)
Interest expense - related party  (91,000)  (128,000)
Gain from sale of real estate  901,000   - 
Net gain (loss) on marketable securities  95,000   (31,000)
Net loss on marketable securities - Comstock  (36,000)  (48,000)
Impairment loss on other investments  (26,000)  - 
Dividend and interest income  -   46,000 
Trading and margin interest expense  (40,000)  (64,000)
         
Total other expense, net  (898,000)  (1,941,000)
         
(Loss) income before income taxes  (3,731,000)  362,000 
Income tax benefit (expense)  1,210,000   (95,000)
         
Net (loss) income  (2,521,000)  267,000 
Less: Net loss (income) attributable to the noncontrolling interest  1,190,000   (152,000)
         
Net (loss) income attributable to Santa Fe $(1,331,000) $115,000 
         
Basic and diluted net (loss) income per share attributable to Santa Fe $(0.99) $0.09 
         
Weighted average number of common shares outstanding - basic and diluted  1,339,310   1,241,810 

 

The accompanying notes are an integral part of these (unaudited) condensed consolidated financial statements.

 

 - 4 - 
 

 

SANTA FE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

For the six months ended December 31, 2020  2019 
       
Revenues:        
Hotel $6,534,000  $30,330,000 
Real estate  64,000   158,000 
Total revenues  6,598,000   30,488,000 
         
Costs and operating expenses:        
Hotel operating expenses  (10,166,000)  (23,078,000)
Real estate operating expenses  (40,000)  (82,000)
Depreciation and amortization expense  (1,132,000)  (1,209,000)
General and administrative expense  (1,196,000)  (610,000)
         
Total costs and operating expenses  (12,534,000)  (24,979,000)
         
(Loss) income from operations  (5,936,000)  5,509,000 
         
Other income (expense):        
Interest expense - mortgage  (3,419,000)  (3,534,000)
Interest expense - related party  (181,000)  (258,000)
Gain from sale of real estate  12,944,000   - 
Net gain (loss) on marketable securities  121,000   (97,000)
Net gain (loss) on marketable securities - Comstock  34,000   (273,000)
Impairment loss on other investments  (64,000)  - 
Dividend and interest income  27,000   106,000 
Trading and margin interest expense  (87,000)  (137,000)
         
Total other income (expense), net  9,375,000   (4,193,000)
         
Income before income taxes  3,439,000   1,316,000 
Income tax expense  (872,000)  (338,000)
         
Net income  2,567,000   978,000 
Less: Net loss (income) attributable to the noncontrolling interest  2,310,000   (502,000)
         
Net income attributable to Santa Fe Financial Corporation $4,877,000  $476,000 
         
Basic and diluted net income per share attributable to Santa Fe Financial Corporation $3.64  $0.38 
         
Weighted average number of common shares outstanding - basic and diluted  1,339,310   1,241,810 

 

The accompanying notes are an integral part of these (unaudited) condensed consolidated financial statements.

 

 - 5 - 
 

 

SANTA FE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

 

                 Total       
        Additional        Santa Fe     Total 
  Common Stock  Paid-in  Accumulated  Treasury  Shareholders’  Noncontrolling  Shareholders’ 
  Shares  Amount  Capital  Deficit  Stock  Deficit  Interest  Deficit 
                         
Balance at July 1, 2020  1,437,138  $144,000  $7,895,000  $(55,243,000) $(951,000) $    (48,155,000) $(25,979,000) $    (74,134,000)
                                 
Net income (loss)  -   -   -   6,208,000   -   6,208,000   (1,120,000)  5,088,000 
                                 
Investment in Woodland  -   -   (979,000)  -   -   (979,000)  -   (979,000)
                                 
Balance at September 30, 2020  1,437,138   144,000   6,916,000   (49,035,000)  (951,000)  (42,926,000)  (27,099,000)  (70,025,000)
                                 
Net loss  -   -   -   (1,331,000)  -   (1,331,000)  (1,190,000)  (2,521,000)
                                 
Balance at December 31, 2020  1,437,138  $144,000  $6,916,000  $(50,366,000) $(951,000) $(44,257,000) $(28,289,000) $(72,546,000)

 

                 Total       
        Additional        Santa Fe     Total 
  Common Stock  Paid-in  Accumulated  Treasury  Shareholders’  Noncontrolling  Shareholders’ 
  Shares  Amount  Capital  Deficit  Stock  Deficit  Interest  Deficit 
                         
Balance at July 1, 2019  1,339,638  $134,000  $8,808,000  $(54,183,000) $(951,000) $    (46,192,000) $(23,751,000) $    (69,943,000)
                                 
Net income  -   -   -   361,000   -   361,000   350,000   711,000 
                                 
Balance at September 30, 2019  1,339,638   134,000   8,808,000   (53,822,000)  (951,000)  (45,831,000)  (23,401,000)  (69,232,000)
                                 
Net income  -   -   -   115,000   -   115,000   152,000   267,000 
                                 
Balance at December 31, 2019  1,339,638  $134,000  $8,808,000  $(53,707,000) $(951,000) $(45,716,000) $(23,249,000) $(68,965,000)

 

The accompanying notes are an integral part of these (unaudited) condensed consolidated financial statements.

 

 - 6 - 
 

 

SANTA FE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

For the six months ended December 31, 2020  2019 
Cash flows from operating activities:        
Net income $2,567,000  $978,000 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:        
Net unrealized (gain) loss on marketable securities  (1,184,000)  416,000 
Gain from sale of real estate  (12,944,000)  - 
Impairment loss on other investments  64,000   - 
Deferred taxes  (1,358,000)  337,000 
Depreciation and amortization  1,002,000   1,137,000 
Changes in operating assets and liabilities:        
Investment in marketable securities  1,340,000   397,000 
Accounts receivable  211,000   534,000 
Other assets  972,000   (94,000)
Accounts payable and other liabilities - Justice  (1,208,000)  (2,651,000)
Accounts payable and other liabilities  (229,000)  36,000 
Accounts payable related party  (3,384,000)  92,000 
Due to securities broker  -   260,000 
Obligations for securities sold  -   (625,000)
Net cash (used in) provided by operating activities  (14,151,000)  817,000 
         
Cash flows from investing activities:        
Proceeds from sale of real estate  16,040,000   - 
Payments for hotel and real estate investments  (333,000)  (907,000)
Investment in Woodland  (317,000)  - 
Proceeds from other investments  59,000   23,000 
Payments for real estate  -   (2,000)
Net cash provided by (used in) investing activities  15,449,000   (886,000)
         
Cash flows from financing activities:        
Net payments of mortgage and other notes payable  (4,290,000)  (1,040,000)
Proceeds from related party note payable  700,000   - 
Issuance cost from refinance of mortgage note payable  -   (519,000)
Issuance cost from refinance of related party note  (50,000)  - 
Net cash used in financing activities  (3,640,000)  (1,559,000)
         
Net decrease in cash and cash equivalents:  (2,342,000)  (1,628,000)
Cash, cash equivalents and restricted cash at the beginning of the period  16,399,000   20,827,000 
Cash, cash equivalents and restricted cash at the end of the period $14,057,000  $19,199,000 
         
Supplemental information:        
Interest paid $3,600,000  $3,819,000 
Taxes paid $2,227,000  $- 
Non-cash transaction:        
Additions to Hotel equipment through capital lease $30,000  $- 

 

The accompanying notes are an integral part of these (unaudited) condensed consolidated financial statements.

 

 - 7 - 
 

 

SANTA FE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The condensed consolidated financial statements included herein have been prepared by Santa Fe Financial Corporation (“Santa Fe” or the “Company”), without audit, according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures that are made are adequate to make the information presented not misleading. Further, the condensed consolidated financial statements reflect, in the opinion of management, all adjustments (which included only normal recurring adjustments) necessary for a fair statement of the financial position, cash flows and results of operations as of and for the periods indicated. It is suggested that these financial statements be read in conjunction with the audited financial statements of Santa Fe and the notes therein included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020. The December 31, 2020 Condensed Consolidated Balance Sheet was derived from the Consolidated Balance Sheet as included in the Company’s Form 10-K for the year ended June 30, 2020.

 

The results of operations for the six months ended December 31, 2020 are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2021.

 

As of December 31, 2020, approximately 83.7% of the outstanding common stock of Santa Fe was owned by The InterGroup Corporation (“InterGroup”), a public company (NASDAQ: INTG). As of December 31, 2020, InterGroup also has the power to vote an approximately 3.7% interest in the common stock in Santa Fe owned by its Chairman and CEO, John V. Winfield, pursuant to a voting trust agreement entered into on June 30, 1998. Mr. Winfield, Chairman of the Board of both Santa Fe and InterGroup, is a control person of both entities. As of December 31, 2020, Santa Fe owned approximately 68.8% of the outstanding common stock of Portsmouth Square, Inc. (“Portsmouth”), a public company (OTC Market Inc.’s Pink: PRSI). InterGroup also directly owns approximately 13.7% of the common stock of Portsmouth.

 

The Company’s principal source of operating revenue has been, and continues to be, derived from the management of its 68.8% owned subsidiary, Portsmouth. Portsmouth’s primary business is conducted through its general and limited partnership interest in Justice Investors Limited Partnership (“Justice” or the “Partnership”), a California limited partnership. Portsmouth owns approximately 96.6% of the voting interest in Justice and is the sole general partner of Justice. The financial statements of Justice are consolidated with those of the Company.

 

Justice, through its subsidiaries Justice Operating Company, LLC (“Operating”) and Justice Mezzanine Company, LLC (“Mezzanine”) owns and operates a 544-room hotel property located at 750 Kearny Street, San Francisco California, known as the Hilton San Francisco Financial District (the “Hotel”) and related facilities including a five-level underground parking garage. Mezzanine is a wholly owned subsidiary of the Partnership; Operating is a wholly owned subsidiary of Mezzanine. Mezzanine is the borrower under certain mezzanine indebtedness of Justice, and in December 2013, the Partnership conveyed ownership of the Hotel to Operating. The Hotel is operated by the partnership as a full-service Hilton brand hotel pursuant to a Franchise License Agreement with HLT Franchise Holding LLC (“Hilton”) through January 31, 2030.

 

Justice entered into a Hotel management agreement (“HMA”) with Interstate Management Company, LLC (“Interstate”) to manage the Hotel, along with its five-level parking garage, with an effective takeover date of February 3, 2017. The term of the management agreement is for an initial period of ten years commencing on the takeover date and automatically renews for successive one (1) year periods, to not exceed five years in the aggregate, subject to certain conditions. Under the terms of the HMA, base management fee payable to Interstate shall be one and seven-tenths percent (1.70%) of total Hotel revenue. On October 25, 2019, Interstate merged with Aimbridge Hospitality, North America’s largest independent hotel management firm. With the completion of the merger, the newly combined company will be positioned under the Aimbridge Hospitality name in the Americas.

 

The Company also derives income from the investment of its cash and investment securities assets. The Company has invested in income-producing instruments, equity and debt securities. See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the Company’s marketable securities and other investments.

 

 - 8 - 
 

 

Due to Securities Broker

 

Various securities brokers have advanced funds to the Company for the purchase of marketable securities under standard margin agreements. These advanced funds are recorded as a liability.

 

Obligations for Securities Sold

 

Obligation for securities sold represents the fair market value of shares sold with the promise to deliver that security at some future date and the fair market value of shares underlying the written call options with the obligation to deliver that security when and if the option is exercised. The obligation may be satisfied with current holdings of the same security or by subsequent purchases of that security. Unrealized gains and losses from changes in the obligation are included in the condensed consolidated statements of operations.

 

Income Tax

 

The Company consolidates Justice (“Hotel”) for financial reporting purposes and is not taxed on its non-controlling interest in the Hotel. The income tax expense during the six months ended December 31, 2020 and 2019 represent the income tax effect on the Company’s pretax income which includes its share in the net (loss) income of the Hotel.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11 provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their financial statements in the year of adoption. Effective July 1, 2019, we adopted ASU 2016-02 using the modified retrospective approach provided by ASU 2018-11. We elected certain practical expedients permitted under the transition guidance, including the election to carryforward historical lease classification. We also elected the short-term lease practical expedient, which allowed us to not recognize leases with a term of less than twelve months on our consolidated balance sheets. In addition, we elected the lease and non-lease components practical expedient, which allowed us to calculate the present value of the fixed payments without performing an allocation of lease and non-lease components. We did not record any operating lease right-of-use (“ROU”) assets and operating lease liabilities upon adoption of the new standard as the aggregate value of the ROU assets and operating lease liabilities are immaterial relative to our total assets and liabilities as of June 30, 2020 and 2019. The standard did not have an impact on our other finance leases, statements of operations or cash flows. See Note 4 and Note 10 for balances of finance lease ROU assets and liabilities, respectively.

 

On June 16, 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU modifies the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the timelier recognition of losses. ASU No. 2016-13 will be effective for us as of January 1, 2023. The Company is currently reviewing the effect of ASU No. 2016-13.

 

In August 2018, the FASB issued Accounting Standard Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) (ASU 2018-13), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The Company has adopted the new standard effective July 1, 2020 and the adoption of this guidance does not have a material impact on its condensed consolidated financial statements.

 

 - 9 - 
 

 

NOTE 2 - LIQUIDITY

 

Historically, our cash flows have been primarily generated from our Hotel operations. However, the responses by federal, state, and local civil authorities to the COVID-19 pandemic has had a material detrimental impact on our liquidity. For the six months ended December 31, 2020, our net cash flow used in operations was $14,151,000. For the six months ended December 31, 2019, our net cash flow provided by operations was $817,000. We have taken several steps to preserve capital and increase liquidity at our Hotel, including implementing strict cost management measures to eliminate non-essential expenses, postponing capital expenditures, renegotiating certain reoccurring expenses, and temporarily closing certain hotel services and outlets.

 

The Company had cash and cash equivalents of $8,080,000 and $4,724,000 as of December 31, 2020 and June 30, 2020, respectively. In addition, the Hotel had $5,977,000 and $10,666,000 of restricted cash held by its senior lender Wells Fargo Bank, N.A. (“Lender”) as of December 31, 2020 and June 30, 2020, respectively. Of the $10,666,000 restricted cash held as of June 30, 2020, $2,432,000 was for a possible future property improvement plan (“PIP”) requested by our franchisor, Hilton. However, Hilton has confirmed that it will not require a PIP for our Hotel until relicensing which shall occur at the earlier of (i) January 2030, which is six years after the maturity date of our current senior and mezzanine loans, or (ii) upon the sale of our Hotel. On August 19, 2020, Lender released PIP deposits in the amount of $2,379,000 to the Hotel. The funds were utilized to fund operating expenses, including franchise and management fees and other expenses.

 

On April 9, 2020, Justice entered into a loan agreement (“SBA Loan”) with CIBC Bank USA under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration. Justice received proceeds of $4,719,000 from the SBA Loan. In accordance with the requirements of the CARES Act, Justice has used the proceeds from the SBA Loan primarily for payroll costs. As of December 31, 2020, Justice had used all proceeds of the SBA Loan in qualified expenses. The SBA Loan is scheduled to mature on April 9, 2022 with a 1.00% interest rate and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. All payments of principal and interest are deferred until July 2021, and the repayment obligations under the loan may be forgiven if the funds are used for payroll and other qualified expenses. All unforgiven portion of the principal and accrued interest will be due at maturity. On December 29, 2020, Justice submitted its application for full loan forgiveness.

 

In order to increase its liquidity position and to take advantage of the favorable interest rate environment, InterGroup refinanced its 151-unit apartment complex in Parsippany, New Jersey on April 30, 2020, generating net proceeds of $6,814,000. In June 2020, InterGroup refinanced one of its California properties and generated net proceeds of $1,144,000. During the three months ended December 31, 2020, InterGroup completed refinancing on two of its California properties and generated net proceeds of $4,327,000. In January 2021, InterGroup refinanced an additional California property and generated net proceeds of $1,057,000. InterGroup is currently evaluating other refinancing opportunities and it could refinance additional multifamily properties should the need arise, or should management consider the interest rate environment favorable. InterGroup has an uncollateralized $8,000,000 revolving line of credit from CIBC Bank USA (“CIBC”) and the entire $8,000,000 is available to be drawn down as of December 31, 2020 should additional liquidity be necessary.

 

On August 28, 2020, Santa Fe sold its 27-unit apartment complex located in Santa Monica, California for $15,650,000 and realized a gain on the sale of approximately $12,043,000. Santa Fe will manage its federal and state income tax liability, and anticipates the utilization of its available net operating losses and capital loss carryforwards. Santa Fe received net proceeds of $12,163,000 after selling costs and repayment of InterGroup’s RLOC of $2,985,000 as InterGroup had drawn on its RLOC in July 2018 to pay off the previous Fannie Mae mortgage on the property. Furthermore, pursuant to the Contribution Agreement between Santa Fe and InterGroup, Santa Fe paid InterGroup $662,000 from the sale. Santa Fe will not seek a replacement property.

 

 - 10 - 
 

 

As the sole general partner of Justice that controls approximately 96.6% of the voting interest in the Partnership, Portsmouth has the ability to amend the partnership agreement to allow for capital calls to the limited partners of Justice if needed. The majority of any capital calls will be met by Portsmouth. Portsmouth will have financing availability, upon the authorization of the respective board of directors, to borrow from InterGroup and/or Santa Fe to meet any capital calls and its other obligations during the next twelve months and beyond. On August 28, 2020, the Board of InterGroup and Santa Fe passed resolutions, respectively, to provide funding to Portsmouth if necessary. On December 16, 2020, Justice and InterGroup entered into a loan modification agreement which increased Justice’s borrowing from InterGroup as needed up to $10,000,000 from its current loan balance of $3,000,000 due to InterGroup. On December 31, 2020, InterGroup advanced $700,000 to Justice per the aforementioned agreement. The Partnership is also allowed to seek additional loans and sell partnership interests. Upon the consent of the general partner and a super majority in interest, the Partnership may sell additional classes or series of units of the Partnership under certain conditions in order to raise additional capital.

 

Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating and other expenditures, including management and franchise fees, corporate expenses, payroll and related costs, taxes, interest and principal payments on our outstanding indebtedness, and repairs and maintenance of the Hotel.

 

Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities and capital improvements of the Hotel. We will continue to finance our business activities primarily with existing cash, including from the activities described above, and cash generated from our operations. After considering our approach to liquidity and accessing our available sources of cash, we believe that our cash position, after giving effect to the transactions discussed above, will be adequate to meet anticipated requirements for operating and other expenditures, including corporate expenses, payroll and related benefits, taxes and compliance costs and other commitments, for at least twelve months from the date of issuance of these financial statements, even if current levels of low occupancy and low RevPAR were to persist. The objectives of our cash management policy are to maintain existing leverage levels and the availability of liquidity, while minimizing operational costs. We believe that our cash on hand, along with other potential aforementioned sources of liquidity that management may be able to obtain, will be sufficient to fund our working capital needs, as well as our capital lease and debt obligations for at least the next twelve months and beyond. However, there can be no guarantee that management will be successful with its plan.

 

The following table provides a summary as of December 31, 2020, the Company’s material financial obligations which also includes interest payments:

 

     6 Months  Year  Year  Year  Year    
  Total  2021  2022  2023  2024  2025  Thereafter 
Mortgage notes payable $111,536,000  $790,000  $1,632,000  $1,721,000  $107,393,000  $-  $- 
Related party and other notes payable  13,690,000   520,000   9,467,000   750,000   567,000   567,000   1,819,000 
Interest  18,913,000   2,989,000   6,291,000   6,180,000   3,453,000   -   - 
Total $144,139,000  $4,299,000  $17,390,000  $8,651,000  $111,413,000  $567,000  $1,819,000 

 

NOTE 3 – REVENUE

 

Our revenue from real estate is primarily rental income from residential property leases which is recorded when due from residents and is recognized monthly as earned. The following table present our Hotel revenue disaggregated by revenue streams.

 

For the three months ended December 31, 2020  2019 
Hotel revenues:        
Hotel rooms $2,584,000  $12,497,000 
Food and beverage  76,000   1,425,000 
Garage  424,000   776,000 
Other operating departments  25,000   203,000 
Total hotel revenue $3,109,000  $14,901,000 

 

 - 11 - 
 

 

For the six months ended December 31, 2020  2019 
Hotel revenues:        
Hotel rooms $5,474,000  $25,811,000 
Food and beverage  113,000   2,647,000 
Garage  894,000   1,512,000 
Other operating departments  53,000   360,000 
Total hotel revenue $6,534,000  $30,330,000 

 

Performance obligations

 

We identified the following performance obligations for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:

 

 Cancelable room reservations or ancillary services are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs.
   
 Noncancelable room reservations and banquet or conference reservations represent a series of distinct goods or services provided over time and satisfied as each distinct good or service is provided, which is reflected by the duration of the room reservation.
   
 Other ancillary goods and services are purchased independently of the room reservation at standalone selling prices and are considered separate performance obligations, which are satisfied when the related good or service is provided to the hotel guest.
   
 Components of package reservations for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above.

 

Hotel revenue primarily consists of hotel room rentals, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking). Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component.

 

We do not disclose the value of unsatisfied performance obligations for contracts with an expected length of one year or less. Due to the nature of our business, our revenue is not significantly impacted by refunds. Cash payments received in advance of guests staying at our hotel are refunded to hotel guests if the guest cancels within the specified time period, before any services are rendered. Refunds related to service are generally recognized as an adjustment to the transaction price at the time the hotel stay occurs or services are rendered.

 

Contract assets and liabilities

 

We do not have any material contract assets as of December 31, 2020 and June 30, 2020 other than trade and other receivables, net on our condensed consolidated balance sheets. Our receivables are primarily the result of contracts with customers, which are reduced by an allowance for doubtful accounts that reflects our estimate of amounts that will not be collected.

 

We record contract liabilities when cash payments are received or due in advance of guests staying at our hotel, which are presented within accounts payable and other liabilities on our condensed consolidated balance sheets. Contract liabilities decreased to $221,000 as of December 31, 2020, from $375,000 as of June 30, 2020. The decrease for the six months ended December 31, 2020 was primarily driven by $154,000 of revenue recognized and refunds issued to guests as a result of the COVID-19 outbreak.

 

 - 12 - 
 

 

Contract costs

 

We consider sales commissions earned to be incremental costs of obtaining a contract with our customers. As a practical expedient, we expense these costs as incurred as our contracts with customers and lease agreements do not extend beyond one year.

 

NOTE 4 – INVESTMENT IN HOTEL, NET

 

Investment in hotel consisted of the following as of:

 

     Accumulated  Net Book 
December 31, 2020 Cost  Depreciation  Value 
          
Land $1,896,000  $-  $1,896,000 
Finance lease ROU assets  1,805,000   (448,000)  1,357,000 
Furniture and equipment  30,282,000   (27,753,000)  2,529,000 
Building and improvements  60,046,000   (31,207,000)  28,839,000 
Investment in Hotel, net $94,029,000  $(59,408,000) $34,621,000 

 

     Accumulated  Net Book 
June 30, 2020 Cost  Depreciation  Value 
          
Land $1,896,000  $-  $1,896,000 
Finance lease ROU assets  1,775,000   (291,000)  1,484,000 
Furniture and equipment  30,528,000   (27,498,000)  3,030,000 
Building and improvements  59,467,000   (30,508,000)  28,959,000 
Investment in Hotel, net $93,666,000  $(58,297,000) $35,369,000 

 

NOTE 5 – INVESTMENT IN REAL ESTATE, NET

 

As of December 31, 2020, the Company’s only investment in real estate was land held for development located in Maui, Hawaii owned by Portsmouth. Investment in real estate consisted of the following:

 

As of December 31, 2020  June 30, 2020 
Land $-  $2,430,000 
Buildings, improvements and equipment  -   2,922,000 
Accumulated depreciation  -   (1,573,000)
   -   3,779,000 
Land held for development  980,000   980,000 
Investment in real estate, net $980,000  $4,759,000 

 

On August 28, 2020, Santa Fe sold its 27-unit apartment complex located in Santa Monica, California for $15,650,000 and realized a gain on the sale of approximately $12,043,000. Santa Fe will manage its federal and state income tax liability, and anticipates the utilization of its available net operating losses and capital loss carryforwards. Santa Fe received net proceeds of $12,163,000 after selling costs and repayment of InterGroup’s RLOC of $2,985,000 as InterGroup had drawn on its RLOC in July 2018 to pay off the previous Fannie Mae mortgage on the property. Furthermore, pursuant to the Contribution Agreement between Santa Fe and InterGroup, Santa Fe paid InterGroup $662,000 from the sale. Santa Fe will not seek a replacement property.

 

 - 13 - 
 

 

On November 23, 2020, Santa Fe sold its 2-unit apartment complex in West Los Angeles, California to InterGroup for $1,530,000 in exchange for a reduction of $1,196,000 of the Company’s obligation to InterGroup. Santa Fe acquired the property on February 1, 2002 for $785,000. Outstanding mortgage on the property for $334,000 was simultaneously transferred to InterGroup. Santa Fe realized a gain on the sale of approximately $901,000. The sales price of the property represents its current value as of the sale date as appraised by a licensed independent third-party appraiser. The fairness of the sale terms of the transaction were reviewed and approved by the independent directors of Santa Fe and InterGroup, and unanimously approved by the entire Board of Directors of both companies.

 

NOTE 6 – INVESTMENT IN MARKETABLE SECURITIES, NET

 

The Company’s investment in marketable securities consists primarily of corporate equities. The Company has also periodically invested in corporate bonds and income producing securities, which may include interests in real estate-based companies and REITs, where financial benefit could transfer to its shareholders through income and/or capital gain.

 

At December 31, 2020 and June 30, 2020, all of the Company’s marketable securities are classified as trading securities. The change in the unrealized gains and losses on these investments are included in earnings. Trading securities are summarized as follows:

 

     Gross  Gross  Net   
Investment Cost  Unrealized Gain  Unrealized Loss  Unrealized Loss  

Fair

Value

 
                
As of December 31, 2020            
Corporate               
Equities $4,449,000  $141,000  $(3,876,000) $(3,735,000) $714,000 
                     
As of June 30, 2020                    
Corporate                    
Equities $5,788,000  $108,000  $(5,026,000) $(4,918,000) $870,000 

 

As of December 31, 2020 and June 30, 2020, approximately 55% and 59%, respectively, of the investment marketable securities balance above is comprised of the common stock of Comstock Mining, Inc. (“Comstock” – NYSE AMERICAN: LODE).

 

As of December 31, 2020, the Company’s entire marketable securities portfolio consists of 19,282 shares of Comstock which were owned directly by the Company.

 

As of December 31, 2020 and June 30, 2020, the Company had $3,876,000 and $5,015,000, respectively, of unrealized losses related to securities held for over one year; of which $3,840,000 and $4,928,000 are related to its investment in Comstock, respectively.

 

Net gains (losses) on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of the net gains (losses) on marketable securities for the three and six months ended December 31, 2020 and 2019, respectively.

 

For the three months ended December 31, 2020  2019 
Realized (loss) gain on marketable securities, net $(1,053,000) $51,000 
Unrealized gain (loss) on marketable securities, net  1,148,000   (82,000)
Unrealized loss on marketable securities related to Comstock  (36,000)  (48,000)
Net income (loss) on marketable securities $59,000  $(79,000)

 

For the six months ended December 31, 2020  2019 
Realized (loss) gain on marketable securities, net $(1,029,000) $47,000 
Unrealized gain (loss) on marketable securities, net  1,150,000   (144,000)
Unrealized gain (loss) on marketable securities related to Comstock  34,000   (273,000)
Net income (loss) on marketable securities $155,000  $(370,000)

 

 - 14 - 
 

 

NOTE 7 – OTHER INVESTMENTS, NET

 

The Company may also invest, with the approval of the Executive Strategic Real Estate and Securities Investment Committee and other Company guidelines, in private investment equity funds and other unlisted securities, such as convertible notes through private placements. Those investments in non-marketable securities are carried at cost on the Company’s consolidated balance sheet as part of other investments, net of other than temporary impairment losses.

 

Other investments, net consist of the following:

 

Type December 31, 2020  

June 30,

2020

 
Private equity hedge fund, at cost $35,000  $97,000 
Other investments  -   61,000 
  $35,000  $158,000 

 

NOTE 8 – FAIR VALUE MEASUREMENTS

 

The carrying values of the Company’s financial instruments not required to be carried at fair value on a recurring basis approximate fair value due to their short maturities (i.e., accounts receivable, other assets, accounts payable and other liabilities) or the nature and terms of the obligation (i.e., other notes payable and mortgage notes payable).

 

The assets measured at fair value on a recurring basis are as follows:

 

As of December 31, 2020  June 30, 2020 
 Total - Level 1  Total - Level 1 
Assets:      
Investment in marketable securities:        
Basic materials $431,000  $575,000 
REITs and real estate companies  283,000   253,000 
Industrials  -   3,000 
Energy  -   39,000 
  $714,000  $870,000 

 

The fair values of investments in marketable securities are determined by the most recently traded price of each security at the balance sheet date.

 

Financial assets that are measured at fair value on a non-recurring basis and are not included in the tables above include “Other investments, net (non-marketable securities),” that were initially measured at cost and have been written down to fair value as a result of impairment. The following table shows the fair value hierarchy for these assets measured at fair value on a non-recurring basis as follows:

 

        Net loss for the six months 
Assets Level 3  December 31, 2020  ended December 31, 2020 
             
Other non-marketable investments $35,000  $35,000  $(64,000)

 

        Net loss for the six months 
Assets Level 3  June 30, 2020  ended December 31, 2019 
             
Other non-marketable investments $158,000  $158,000  $- 

 

For the six months ended December 31, 2020 and 2019, we received distribution from other non-marketable investments of $59,000 and $23,000, respectively.

 

 - 15 - 
 

 

Other investments in non-marketable securities are carried at cost net of any impairment loss. The Company has no significant influence or control over the entities that issue these investments and holds less than 20% ownership in each of the investments. These investments are reviewed on a periodic basis for other-than-temporary impairment. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: (i) the length of time an investment is in an unrealized loss position, (ii) the extent to which fair value is less than cost, (iii) the financial condition and near-term prospects of the issuer and (iv) our ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value.

 

NOTE 9 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows.

 

As of 

December 31,

2020

  

June 30,

2020

 
       
Cash and cash equivalents $8,080,000  $4,724,000 
Restricted cash  5,977,000   11,675,000 
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows $14,057,000  $16,399,000 

 

Restricted cash is comprised of amounts held by lenders for payment of real estate taxes, insurance, replacement and capital addition reserves for the Hotel. As of June 30, 2020, restricted cash also includes key money received from Interstate that is restricted for capital improvements for the Hotel. As of December 31, 2020, the key money balance was zero as Hotel obtained approval from Interstate to use the funds for hotel operations during the first quarter of fiscal year 2021.

 

NOTE 10 – SEGMENT INFORMATION

 

The Company operates in three reportable segments, the operation of the Hotel (“Hotel Operations”), its multi-family residential properties (“Real Estate Operations”) and the investment of its cash in marketable securities and other investments (“Investment Transactions”). These three operating segments, as presented in the financial statements, reflect how management internally reviews each segment’s performance. Management also makes operational and strategic decisions based on this same information.

 

Information below represents reporting segments for the three and six months ended December 31, 2020 and 2019, respectively. Segment income (loss) from Hotel operations consists of the operation of the Hotel and operation of the garage. Segment income (loss) from real estate operations consists of the operation of the rental properties. Segment (loss) gain from investments consists of net investment gain (loss), dividend and interest income and investment related expenses.

 

 - 16 - 
 

 

As of and for the three months ended December 31, 2020 Hotel Operations  Real Estate Operations  Investment Transactions  Corporate  Total 
Revenues $3,109,000  $12,000  $-  $-  $3,121,000 
Segment operating expenses  (5,133,000)  (5,000)  -   (258,000)  (5,396,000)
Segment income (loss)  (2,024,000)  7,000   -   (258,000)  (2,275,000)
Interest expense - mortgage  (1,791,000)  (1,000)  -   -   (1,792,000)
Gain on sale of real estate      901,000           901,000 
Depreciation and amortization expense  (557,000)  (1,000)  -   -   (558,000)
Loss from investments  -   -   (7,000)  -   (7,000)
Income tax benefit  -   -   -   1,210,000   1,210,000 
Net income (loss) $(4,372,000) $906,000  $(7,000) $952,000  $(2,521,000)
Total assets $42,641,000  $980,000  $749,000  $16,913,000  $61,283,000 

 

For the three months ended December 31, 2019 Hotel Operations  Real Estate Operations  Investment Transactions  Corporate  Total 
Revenues $14,901,000  $79,000  $-  $-  $14,980,000 
Segment operating expenses  (11,730,000)  (48,000)  -   (286,000)  (12,064,000)
Segment income (loss)  3,171,000   31,000   -   (286,000)  2,916,000 
Interest expense - mortgage  (1,825,000)  (19,000)  -   -   (1,844,000)
Depreciation and amortization expense  (586,000)  (27,000)  -   -   (613,000)
Loss from investments  -   -   (97,000)  -   (97,000)
Income tax expense  -   -   -   (95,000)  (95,000)
Net income (loss) $760,000  $(15,000) $(97,000) $(381,000) $267,000 

 

As of and for the six months ended December 31, 2020 Hotel Operations  Real Estate Operations  Investment Transactions  Corporate  Total 
Revenues $6,534,000  $64,000  $-  $-  $6,598,000 
Segment operating expenses  (10,166,000)  (40,000)  -   (1,196,000)  (11,402,000)
Segment income (loss)  (3,632,000)  24,000   -   (1,196,000)  (4,804,000)
Interest expense - mortgage  (3,582,000)  (18,000)  -   -   (3,600,000)
Gain on sale of real estate      12,944,000           12,944,000 
Depreciation and amortization expense  (1,111,000)  (21,000)  -   -   (1,132,000)
Income from investments  -   -   31,000   -   31,000 
Income tax expense  -   -   -   (872,000)  (872,000)
Net income (loss) $(8,325,000) $12,929,000  $31,000  $(2,068,000) $2,567,000 
Total assets $42,641,000  $980,000  $749,000  $16,913,000  $61,283,000 

 

For the six months ended December 31, 2019 Hotel Operations  Real Estate Operations  Investment Transactions  Corporate  Total 
Revenues $30,330,000  $158,000  $-  $-  $30,488,000 
Segment operating expenses  (23,078,000)  (82,000)  -   (610,000)  (23,770,000)
Segment income (loss)  7,252,000   76,000   -   (610,000)  6,718,000 
Interest expense - mortgage  (3,748,000)  (44,000)  -   -   (3,792,000)
Depreciation and amortization expense  (1,154,000)  (55,000)  -   -   (1,209,000)
Loss from investments  -   -   (401,000)  -   (401,000)
Income tax expense  -   -   -   (338,000)  (338,000)
Net income (loss) $2,350,000  $(23,000) $(401,000) $(948,000) $978,000 

 

 - 17 - 
 

 

NOTE 11 – RELATED PARTY AND OTHER FINANCING TRANSACTIONS

 

The following summarizes the balances of related party and other notes payable as of December 31, 2020 and June 30, 2020, respectively.

 

As of December 31, 2020  June 30, 2020 
       
Note payable - InterGroup $3,700,000  $3,000,000 
Note payable - Hilton  2,850,000   3,008,000 
Note payable - Interstate  1,521,000   1,646,000 
SBA Loan - Justice  4,719,000   4,719,000 
Total related party and other notes payable $12,790,000  $12,373,000 

 

On July 2, 2014, the Partnership obtained from InterGroup an unsecured loan in the principal amount of $4,250,000 at 12% per year fixed interest, with a term of 2 years, payable interest only each month. InterGroup received a 3% loan fee. The loan may be prepaid at any time without penalty. The loan was extended to July 1, 2021. On December 16, 2020, Justice and InterGroup entered into a loan modification agreement which increased Justice’s borrowing from InterGroup as needed up to $10,000,000 from its current loan balance of $3,000,000 due to InterGroup. On December 31, 2020, InterGroup advanced $700,000 to Justice per the aforementioned agreement.

 

Note payable to Hilton (Franchisor) is a self-exhausting, interest free development incentive note which is reduced by approximately $316,000 annually through 2030 by Hilton if the Partnership is still a Franchisee with Hilton.

 

On February 1, 2017, Justice entered into an HMA with Interstate to manage the Hotel with an effective takeover date of February 3, 2017. The term of the management agreement is for an initial period of 10 years commencing on the takeover date and automatically renews for an additional year not to exceed five years in aggregate subject to certain conditions. The HMA also provides for Interstate to advance a key money incentive fee to the Hotel for capital improvements in the amount of $2,000,000 under certain terms and conditions described in a separate key money agreement. The key money contribution shall be amortized in equal monthly amounts over an eight (8) year period commencing on the second anniversary of the takeover date. As of December 31, 2020, the key money balance was zero as Hotel obtained approval from Interstate to use the funds for hotel operations during the first quarter of fiscal year 2021. As of June 30, 2020, balance of the key money plus accrued interest is $1,009,000 and is included in restricted cash in the condensed consolidated balance sheet. Unamortized portion of the key money is included in the related party notes payable in the condensed consolidated balance sheets.

 

On April 9, 2020, Justice entered into a loan agreement (“SBA Loan”) with CIBC Bank USA under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration. Justice received proceeds of $4,719,000 from the SBA Loan. In accordance with the requirements of the CARES Act, the Company used proceeds from the SBA Loan primarily for payroll costs. As of December 31, 2020, Justice had used all proceeds of the SBA Loan in qualified expenses. The SBA Loan is scheduled to mature on April 9, 2022 with a 1.00% interest rate and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. All payments of principal and interest are deferred until July 2021, and the repayment obligations under the loan may be forgiven if the funds are used for payroll and other qualified expenses. All unforgiven portion of the principal and accrued interest will be due at maturity. On December 29, 2020, Justice submitted its application for full loan forgiveness.

 

 - 18 - 
 

 

As of December 31, 2020, the Company had finance lease obligations outstanding of $901,000. These finance leases expire in various years through 2023 at rates ranging from 4.62% to 6.25% per annum. Minimum future lease payments for assets under finance leases as of December 31, 2020 are as follows:

 

For the year ending June 30,   
    
2021 $262,000 
2022  508,000 
2023  188,000 
Total minimum lease payments  958,000 
Less interest on finance lease  (57,000)
Present value of future minimum lease payments $901,000 

 

Future minimum principal payments for all related party and other financing transactions are as follows:

 

For the year ending June 30,   
2021 $520,000 
2022  9,467,000 
2023  750,000 
2024  567,000 
2025  567,000 
Thereafter  1,819,000 
  $13,690,000 

 

As of December 31, 2020 and June 30, 2020, the Company had accounts payable to related party of $2,813,000 and $6,197,000, respectively. These are amounts due to InterGroup and they represent certain shared costs and expenses, primarily general and administrative expenses, rent, insurance and other expenses that are allocated among the Company, Portsmouth and InterGroup.

 

To fund the redemption of limited partnership interests and to repay the prior mortgage of $42,940,000, Justice obtained a $97,000,000 mortgage loan and a $20,000,000 mezzanine loan in December 2013. The mortgage loan is secured by the Partnership’s principal asset, the Hotel. The mortgage loan bears an interest rate of 5.275% per annum with interest only payments due through January 2017. Beginning in February 2017, the loan began to amortize over a thirty-year period through its maturity date of January 2024. Outstanding principal balance on the loan was $91,536,000 and $92,292,000 as of December 31, 2020 and June 30, 2020, respectively. As additional security for the mortgage loan, there is a limited guaranty executed by Portsmouth in favor of the mortgage lender. The mezzanine loan is secured by the Operating membership interest held by Mezzanine and is subordinated to the Mortgage Loan. The mezzanine interest only loan had an interest rate of 9.75% per annum and a maturity date of January 1, 2024. As additional security for the mezzanine loan, there is a limited guaranty executed by Portsmouth in favor of the mezzanine lender. On July 31, 2019, Mezzanine refinanced the mezzanine loan by entering into a new mezzanine loan agreement (“New Mezzanine Loan Agreement”) with Cred Reit Holdco LLC in the amount of $20,000,000. The prior Mezzanine Loan which had a 9.75% per annum interest rate was paid off. Interest rate on the new mezzanine loan is 7.25% and the loan matures on January 1, 2024. Interest only payments are due monthly.

 

Effective May 11, 2017, InterGroup agreed to become an additional guarantor under the limited guaranty and an additional indemnitor under the environmental indemnity for Justice Investors limited partnership’s $97,000,000 mortgage loan and the $20,000,000 mezzanine loan. Pursuant to the agreement, InterGroup is required to maintain certain net worth and liquidity. As of December 31, 2020, InterGroup is in compliance with both requirements. However, due to the Hotel’s current low occupancy and its negative impact on the Hotel’s cash flow, Justice Operating Company, LLC may not meet certain of its loan covenants such as the Debt Service Coverage Ratio (“DSCR”) which would trigger the creation of a lock-box by the Lender for all cash collected by the Hotel. However, such lockbox has been created and utilized from the loan inception and will be in place up to loan maturity regardless of the DSCR.

 

 - 19 - 
 

 

In July 2018, InterGroup obtained a revolving $5,000,000 line of credit (“RLOC”) from CIBC Bank USA (“CIBC”). On July 31, 2018, $2,969,000 was drawn from the RLOC to pay off the mortgage note payable at Intergroup Woodland Village Inc. (“Woodland Village”) and a new mortgage note payable was established at Woodland Village due to InterGroup for the amount drawn. Woodland Village held a three-story apartment complex in Santa Monica, California and is a subsidiary of the Company. The RLOC carries a variable interest rate of 30-day LIBOR plus 3%. Interest is paid on a monthly basis. The RLOC and all accrued and unpaid interest were due in July 2019. In July 2019, InterGroup obtained a modification from CIBC which increased the RLOC by $3,000,000 and extended the maturity date from July 24, 2019 to July 23, 2020. The $2,969,000 mortgage due to InterGroup carries same terms as InterGroup’s RLOC and is included in the mortgage notes payable – real estate in the condensed consolidated balance sheets as of June 30, 2020. In July 2020, InterGroup entered into a second modification agreement with CIBC which extended the maturity date of its RLOC to July 21, 2021. The $2,969,000 mortgage due to InterGroup was also extended to July 21, 2021. On August 28, 2020, Santa Fe sold its 27-unit apartment complex located in Santa Monica, California for $15,650,000 and received net proceeds of $12,163,000 after selling costs and repayment of InterGroup’s RLOC of $2,985,000.

 

On November 23, 2020, Santa Fe sold its 2-unit apartment complex in West Los Angeles, California to InterGroup for $1,530,000 in exchange for a reduction of $1,196,000 of the Company’s obligation to InterGroup. Santa Fe acquired the property on February 1, 2002 for $785,000. Outstanding mortgage on the property for $334,000 was simultaneously transferred to InterGroup. Santa Fe realized a gain on the sale of approximately $901,000. The sales price of the property represents its current value as of the sale date as appraised by a licensed independent third-party appraiser. The fairness of the sale terms of the transaction were reviewed and approved by the independent directors of Santa Fe and InterGroup, and unanimously approved by the entire Board of Directors of both companies.

 

The Company’s Board of Directors is currently comprised of directors John V. Winfield, William J. Nance, and Robert Dika. Messrs. Winfield and Nance also serve as directors of InterGroup and Portsmouth. Four of the Portsmouth directors serve as directors of InterGroup.

 

As Chairman of the Executive Strategic Real Estate and Securities Investment Committee, the Company’s President and Chief Executive Officer (CEO), John V. Winfield, directs the investment activity of the Company in public and private markets pursuant to authority granted by the Board of Directors. Mr. Winfield also serves as Chief Executive Officer and Chairman of the Board of Portsmouth and InterGroup and oversees the investment activity of those companies. Effective June 2016, Mr. Winfield became the Managing Director of Justice. Depending on certain market conditions and various risk factors, the Chief Executive Officer, Portsmouth and InterGroup 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 and InterGroup at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company.

 

NOTE 12 – ACCOUNTS PAYABLE AND OTHER LIABILITIES - JUSTICE

 

The following summarizes the balances of accounts payable and other liabilities – Justice as of December 31, 2020 and June 30, 2020.

 

 

As of December 31, 2020  June 30, 2020 
       
Trade payable $1,446,000  $3,032,000 
Advance deposits  221,000   375,000 
Property tax payable  523,000   523,000 
Payroll and related accruals  2,221,000   1,969,000 
Mortgage interest payable  416,000   527,000 
Withholding and other taxes payable  519,000   370,000 
Security deposit  52,000   52,000 
Other payables  982,000   740,000 
Total accounts payable and other liabilities - Justice $6,380,000  $7,588,000 

 

NOTE 13 – SUBSEQUENT EVENTS

 

On January 15, 2021, we moved our corporate office from 12121 Wilshire Boulevard, Suite 610, Los Angeles, California to 1516 S. Bundy Dr., Suite 200, Los Angeles, California.

 

As of November 25, 2020, a group of less than ten shareholders of Santa Fe Financial Corporation approved a Corporate Action to distribute the assets of that company and then liquidate the corporate entity. The Corporate Action was approved by the holders of approximately 87.4% of the total issued and outstanding voting capital stock of that company entitled to vote on matters submitted to the holders of common stock as of that record date.

 

The terms of the dissolution are:

 

 The assets of that company consist of:

 

 

505,437 shares of Portsmouth Square, Inc. common stock with a per share price of $41.00 as of January 15, 2021

 

 

Cash in the approximate amount of $6.0 million (net of income taxes paid)

 

 On the 20th calendar day following the date of mailing of the definitive information statement on Schedule 14C which was filed with the SEC on January 22, 2021, the holder of each share of Santa Fe common stock will receive .38 of a share of Portsmouth common stock and the amount of cash in Santa Fe divided by 1,339,310 (the number of issued and outstanding shares of Santa Fe common stock). Subsequent to when the cash of Santa Fe shall be distributed to all shareholders, net of tax liabilities, on a pro rata basis based upon number of shares of common stock of Santa Fe owned by each shareholder on the date of liquidation pursuant to the plan of liquidation and dissolution. With respect thereto, when stockholders of Santa Fe will receive 0.38 shares of Portsmouth stock for each share of Santa Fe stock owned, they will receive cash in lieu of fractional Portsmouth shares.

 

In January 2021, InterGroup advanced $2,000,000 to Justice per the loan modification agreement entered into on December 16, 2020.

 

 - 20 - 
 

 

Item 2 –MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

 

The Company may from time to time make forward-looking statements and projections concerning future expectations. When used in this discussion, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “could,” “might” and similar expressions, are intended to identify forward-looking statements.

 

Such statements are subject to certain risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: national and worldwide economic conditions, including the impact of recessionary conditions on tourism, travel and the lodging industry; the impact of terrorism and war on the national and international economies, including tourism, securities markets, energy and fuel costs; natural disasters; general economic conditions and competition in the hotel industry in the San Francisco area; seasonality, labor relations and labor disruptions; actual and threatened pandemics such as swine flu or the outbreak of COVID-19 or similar outbreaks; partnership distributions; the ability to obtain financing at favorable interest rates and terms; securities markets, regulatory factors, litigation and other factors discussed below in this Report and in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020. These risks and uncertainties could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

NEGATIVE EFFECTS OF CIVIL AUTHORITY ACTIONS ON OUR BUSINESS

 

On February 25, 2020, the City of San Francisco issued the proclamation by the Mayor declaring the existence of a local emergency. The negative effects of the civil authority actions related to the novel strain of coronavirus (“COVID-19”) on our business have been significant. In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious virus, which has continued to spread, has adversely affected workforces, customers, economies and financial markets globally. It has also disrupted the normal operations of many businesses, including ours. To mitigate the harm from the pandemic, on March 16, 2020, the City and County of San Francisco, along with a group of five other Bay Area counties and the City of Berkeley, issued parallel health officer orders imposing shelter in place limitations across the Bay Area, requiring everyone to stay safe at home except for certain essential needs. Since February 2020, several unfavorable events and civil authority actions have unfolded causing demand for our hotel rooms to suffer including cancellations of all citywide conventions, reduction of flights in and out of the Bay Area and decline in both leisure and business travel.

 

 - 21 - 
 

 

In December 2020, due to the surge in COVID-19 cases and hospitalizations, the Health Officer of the City and County of San Francisco has suspended or restricted certain activities. Health Order C19-07q (the “Order”) incorporates suspensions, reductions in capacity limits, and other restrictions contained in the Regional Stay At Home Order issued by the California Department of Public Health on December 3, 2020. Effective December 17, 2020, the Bay Area Region, including San Francisco, is required to comply with the State’s December 3, 2020 Regional Stay-at-Home Order. The Order strongly discourages anyone in the County from travelling for leisure, recreation, business or other purposes that can be postponed until after the current surge. With limited exceptions, this Order imposed a mandatory quarantine on anyone traveling, moving, or returning to the County from anywhere outside the Bay Area. Effective January 20, 2021, Health Order C19-07r revised and replaced the previous Order; it continues to temporarily prohibit certain businesses and activities from resuming but allows certain other businesses, activities, travel and governmental functions to occur subject to specified health and safety restrictions, limitations, and conditions to limit the transmission of COVID-19. The Mayor announced on January 25, 2021 that hotels and lodging may accept reservations for tourist use from in-state and out of state guests. Out of Bay Area guests are required to quarantine for 10 days and must make a reservation for 10 days or longer in order to do so. Indoor gyms, meeting rooms, ballrooms and dining must remain closed, though outdoor dining can resume.

 

In response to the decrease in demand, we have since furloughed all managers at the Hotel except for members of the executive team and continue to limit hourly staff to a minimum. By the end of March 2020, we had temporarily closed all of our food and beverage outlets, valet parking, concierge and bell services, fitness center, as well as the executive lounge facility. We continue to implement social distancing standards and cleaning processes designed by Interstate and Hilton to keep employees and guests safe. The full impact and duration of the COVID-19 outbreak continues to evolve as of the date of this report. The pandemic effectively eliminated our ability to generate any profits, due to the drastic decline in both leisure and business travel. As a result, management believes the ongoing length and severity of the economic downturn caused by the pandemic will have a material adverse impact on our future business, financial condition, liquidity and financial results. We are also assessing the potential impact on the impairment analysis of our long-lived assets and the realization of our deferred tax assets. As of the date of this report, the effects of the pandemic continue to affect our economy, business and leisure travel, and our needs to continue to curtail certain revenue generating activities at the Hotel, and until there are vaccines or other methodologies to effectively combat this pandemic, we expect that the effects will have a material adverse effect on our business.

 

As a result of the CARES Act signed into law on March 27, 2020, additional avenues of relief may be available to workers and families through enhanced unemployment insurance provisions and to small businesses through programs administered by the Small Business Administration (“SBA”). The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (“PPP”), whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. On April 9, 2020, Justice entered into a loan agreement (“SBA Loan”) with CIBC Bank USA under the CARES Act. Justice received proceeds of $4,719,000 from the SBA Loan. In accordance with the requirements of the CARES Act, Justice has used proceeds from the SBA Loan primarily for payroll costs. As of December 31, 2020, Justice had used all proceeds of the SBA Loan in qualified expenses. The SBA Loan is scheduled to mature on April 9, 2022 with a 1.00% interest rate and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. All payments of principal and interest are deferred until July 2021, and the repayment obligations under the loan may be forgiven if the funds are used for payroll and other qualified expenses. All unforgiven portion of the principal and accrued interest will be due at maturity. On December 29, 2020, Justice submitted its application for full loan forgiveness.

 

RESULTS OF OPERATIONS

 

The Company’s principal source of revenue continues to be derived from the investment of its 68.8% owned subsidiary, Portsmouth, in the Justice Investors Limited Partnership (“Justice” or the “Partnership”) inclusive of hotel room revenue, food and beverage revenue, garage revenue, and revenue from other operating departments. The Company also generated income from its investments in multi-family real estate properties and from investment of its cash and securities assets. Justice owns the Hotel and related facilities, including a five-level underground parking garage. The financial statements of Justice and Portsmouth have been consolidated with those of the Company.

 

 - 22 - 
 

 

The Hotel is operated by the Partnership as a full-service Hilton brand hotel pursuant to a Franchise License Agreement (the “License Agreement”) with Hilton. The Partnership entered into the License Agreement on December 10, 2004. The term of the License Agreement was for an initial period of 15 years commencing on the opening date, with an option to extend the License Agreement for another five years, subject to certain conditions. On June 26, 2015, the Partnership and Hilton entered into an amended franchise agreement which extended the License Agreement through 2030, modified the monthly royalty rate, extended geographic protection to the Partnership and also provided the Partnership certain key money cash incentives to be earned through 2030. The key money cash incentives were received on July 1, 2015.

 

On February 1, 2017, Justice entered into a Hotel management agreement (“HMA”) with Interstate Management Company, LLC (“Interstate”) to manage the Hotel and related facilities with an effective takeover date of February 3, 2017. The term of HMA is for an initial period of ten years commencing on the takeover date and automatically renews for an additional year not to exceed five years in aggregate subject to certain conditions. The HMA also provides for Interstate to advance a key money incentive fee to the Hotel for capital improvements in the amount of $2,000,000 under certain terms and conditions described in a separate key money agreement.

 

In addition to the operations of the Hotel, the Company also generated income from the ownership and management of real estate. On December 31, 1997, the Company acquired a controlling 55.4% interest in Intergroup Woodland Village, Inc. (“Woodland Village”) from InterGroup at a cost of $859,000. Woodland Village’s major asset is a 27-unit apartment complex located in Santa Monica, California. On February 5, 2020, the Company acquired the additional 44.6% interest in Woodland Village from InterGroup by issuing 97,500 shares of its common stock to InterGroup. As a result of the transaction, Woodland Village has become a wholly owned subsidiary of the Company. The transaction is being made pursuant to a Contribution Agreement (the “Contribution Agreement”) between the Company and InterGroup, dated February 5, 2020. The Contribution Agreement also contains a provision for a potential subsequent earn out to InterGroup pursuant to terms set forth therein. On August 28, 2020, Santa Fe sold its 27-unit apartment complex located in Santa Monica, California for $15,650,000 and realized a gain on the sale of approximately $12,043,000. Santa Fe received net proceeds of $12,163,000 after selling costs and repayment of InterGroup’s RLOC of $2,985,000 as InterGroup had drawn on its RLOC in July 2018 to pay off the previous Fannie Mae mortgage on the property. Santa Fe paid InterGroup $662,000 from the sale pursuant to the earn out provision in the Contribution Agreement. Santa Fe will not seek a replacement property.

 

On November 23, 2020, Santa Fe sold its 2-unit apartment complex in West Los Angeles, California to InterGroup for $1,530,000 in exchange for a reduction of $1,196,000 of the Company’s obligation to InterGroup. Santa Fe acquired the property on February 1, 2002 for $785,000. Outstanding mortgage on the property for $334,000 was simultaneously transferred to InterGroup. Santa Fe realized a gain on the sale of approximately $901,000. The sales price of the property represents its current value as of the sale date as appraised by a licensed independent third-party appraiser. The fairness of the sale terms of the transaction were reviewed and approved by the independent directors of Santa Fe and InterGroup, and unanimously approved by the entire Board of Directors of both companies.

 

Three Months Ended December 31, 2020 Compared to Three Months Ended December 31, 2019

 

The Company had net loss of $2,521,000 for the three months ended December 31, 2020 compared to net income of $267,000 for the three months ended December 31, 2019. The change is primarily attributable to the decrease in Hotel revenue.

 

Hotel Operations

 

The Company had net loss from Hotel operations of $4,372,000 for the three months ended December 31, 2020 compared to net income of $760,000 for the three months ended December 31, 2019. The change is primarily attributable to the decrease in Hotel revenue.

 

 - 23 - 
 

 

The following table sets forth a more detailed presentation of Hotel operations for the three months ended December 31, 2020 and 2019.

 

For the three months ended December 31, 2020  2019 
Hotel revenues:        
Hotel rooms $2,584,000  $12,497,000 
Food and beverage  76,000   1,425,000 
Garage  424,000   776,000 
Other operating departments  25,000   203,000 
Total hotel revenues  3,109,000   14,901,000 
 Operating expenses excluding depreciation and amortization  (5,133,000)  (11,730,000)
Operating (loss) income before interest, depreciation and amortization  (2,024,000)  3,171,000 
Interest expense - mortgage  (1,791,000)  (1,825,000)
Depreciation and amortization expense  (557,000)  (586,000)
Net (loss) income from Hotel operations $(4,372,000) $760,000 

 

For the three months ended December 31, 2020, the Hotel had operating loss of $2,024,000 before interest expense, depreciation and amortization on total operating revenues of $3,109,000 compared to operating income of $3,171,000 before interest expense, depreciation and amortization on total operating revenues of $14,901,000 for the three months ended December 31, 2019. For the three months ended December 31, 2020, room revenues decreased by $9,913,000, food and beverage revenue decreased by $1,349,000, and garage revenue decreased by $352,000, compared to the three months ended December 31, 2019. The year over year decline in all areas are result of the business interruption attributable to a variety of responses by federal, state, and local civil authority to the COVID-19 outbreak since March 2020. Total operating expenses decreased by $6,597,000 due to decrease in salaries and wages, rooms commission, credit card fees, management fees, and franchise fees.

 

The following table sets forth the average daily room rate, average occupancy percentage and RevPAR of the Hotel for the three months ended December 31, 2020 and 2019.

 

 

Three Months

Ended December 31,

 

Average

Daily Rate

  

Average

Occupancy %

  

 

RevPAR

 
          
2020 $107   48% $52 
2019 $255   98% $250 

 

The Hotel’s revenues decreased by 79% this quarter as compared to the previous comparable quarter. Average daily rate decreased by $149, average occupancy dropped 50%, and RevPAR decreased by $199 for the three months ended December 31, 2020 compared to the three months ended December 31, 2019.

 

Real Estate Operations

 

The Company had net income from real estate operations of $906,000 for the three months ended December 31, 2020 compared to net loss of $15,000 for the three months ended December 31, 2019. The change year over year is due to the sale of the Company’s 2-unit apartment complex located in West Los Angeles, California for $1,530,000 to InterGroup.

 

Investment Transactions

 

The Company had a net gain on marketable securities of $59,000 for the three months ended December 31, 2020 compared to a net loss on marketable securities of $79,000 for the three months ended December 31, 2019.

 

For the three months ended December 31, 2020, the Company had a net realized loss of $1,053,000 and a net unrealized gain of $1,112,000. For the three months ended December 31, 2019, the Company had a net realized gain of $51,000 and a net unrealized loss of $130,000.

 

Gains and losses on marketable securities may fluctuate significantly from period to period in the future and could have a significant impact on the Company’s results of operations. However, the amount of gain or loss on marketable securities for any given period may have no predictive value and variations in amount from period to period may have no analytical value. For a more detailed description of the composition of the Company’s marketable securities see the Marketable Securities section below.

 

 - 24 - 
 

 

The Company consolidates Justice (“Hotel”) for financial reporting purposes and is not taxed on its non-controlling interest in the Hotel. The income tax expense (benefit) during the three months ended December 31, 2020 and 2019 represent the income tax effect on the Company’s pretax income (loss) which includes its share in the net income (loss) of the Hotel.

 

Six Months Ended December 31, 2020 Compared to Six Months Ended December 31, 2019

 

The Company had net income of $2,567,000 for the six months ended December 31, 2020 compared to net income of $978,000 for the six months ended December 31, 2019. The increase is primarily attributable to the gain from sale of real estate offset by loss from operations.

 

Hotel Operations

 

The Company had net loss from Hotel operations of $8,325,000 for the six months ended December 31, 2020 compared to net income of $2,350,000 for the six months ended December 31, 2019. The change is primarily attributable to the decrease in Hotel revenue.

 

The following table sets forth a more detailed presentation of Hotel operations for the six months ended December 31, 2020 and 2019.

 

For the six months ended December 31, 2020  2019 
Hotel revenues:        
 Hotel rooms $5,474,000  $25,811,000 
 Food and beverage  113,000   2,647,000 
 Garage  894,000   1,512,000 
 Other operating departments  53,000   360,000 
Total hotel revenues  6,534,000   30,330,000 
 Operating expenses excluding depreciation and amortization  (10,166,000)  (23,078,000)
Operating (loss) income before interest, depreciation and amortization  (3,632,000)  7,252,000 
Interest expense - mortgage  (3,582,000)  (3,748,000)
Depreciation and amortization expense  (1,111,000)  (1,154,000)
Net (loss) income from Hotel operations $(8,325,000) $2,350,000 

 

For the six months ended December 31, 2020, the Hotel had operating loss of $3,632,000 before interest expense, depreciation and amortization on total operating revenues of $6,534,000 compared to operating income of $7,252,000 before interest expense, depreciation and amortization on total operating revenues of $30,330,000 for the six months ended December 31, 2019. For the six months ended December 31, 2020, room revenues decreased by $20,337,000, food and beverage revenue decreased by $2,534,000, and garage revenue decreased by $618,000, compared to the six months ended December 31, 2019. The year over year decline in all areas are result of the business interruption attributable to a variety of responses by federal, state, and local civil authority to the COVID-19 outbreak since March 2020. Total operating expenses decreased by $12,912,000 due to decrease in salaries and wages, rooms commission, credit card fees, management fees, and franchise fees.

 

The following table sets forth the average daily room rate, average occupancy percentage and RevPAR of the Hotel for the six months ended December 31, 2020 and 2019.

 

Six months

Ended December 31,

 

Average

Daily Rate

  

Average

Occupancy %

  

 

RevPAR

 
          
2020 $107   51% $55 
2019 $263   98% $258 

 

The Hotel’s revenues decreased by 79% for the six months ended December 31, 2020, as compared to the six months ended December 31, 2019. Average daily rate decreased by $156, average occupancy decreased by 47%, and RevPAR decreased by $203 for the six months ended December 31, 2020, compared to the six months ended December 31, 2019.

 

 - 25 - 
 

 

Real Estate Operations

 

The Company had net income from real estate operations of $12,929,000 for the six months ended December 31, 2020 compared to net loss of $23,000 for the six months ended December 31, 2019. The change year over year is due to the sale of the Company’s 2-unit apartment complex located in West Los Angeles, California for $1,530,000 to InterGroup and the sale of the Company’s 27-unit apartment complex located in Santa Monica, California for $15,650,000 to an unrelated third party.

 

Investment Transactions

 

The Company had a net gain on marketable securities of $155,000 for the six months ended December 31, 2020 compared to a net loss on marketable securities of $370,000 for the six months ended December 31, 2019. For the six months ended December 31, 2020, the Company had a net realized loss of $1,029,000 and a net unrealized gain of $1,184,000. For the six months ended December 31, 2019, the Company had a net realized gain of $47,000 and a net unrealized loss of $417,000.

 

Gains and losses on marketable securities may fluctuate significantly from period to period in the future and could have a significant impact on the Company’s results of operations. However, the amount of gain or loss on marketable securities for any given period may have no predictive value and variations in amount from period to period may have no analytical value. For a more detailed description of the composition of the Company’s marketable securities see the Marketable Securities section below.

 

The Company consolidates Justice (Hotel) for financial reporting purposes and is not taxed on its non-controlling interest in the Hotel. The income tax expense during the six months ended December 31, 2020 and 2019 represents the income tax effect on the Company’s pretax income which includes its share in the net income of the Hotel.

 

MARKETABLE SECURITIES

 

The following table shows the composition of the Company’s marketable securities portfolio as of December 31, 2020 and June 30, 2020 by selected industry groups:

 

     % of Total 
As of December 31, 2020    Investment 
Industry Group Fair Value  Securities 
       
 Basic materials $431,000   60.4%
 REITs and real estate companies  283,000   39.6%
 Industrials  -   0.0%
  $714,000   100.0%

 

     % of Total 
As of June 30, 2020    Investment 
Industry Group Fair Value  Securities 
       
 Basic materials $575,000   66.1%
 REITs and real estate companies  253,000   29.1%
 Energy  39,000   4.5%
 Industrials  3,000   0.3%
  $870,000   100.0%

 

As of December 31, 2020, the Company’s investment portfolio includes four equity positions. The Company holds three equity securities that comprised more than 10% of the equity value of the portfolio. The largest security position represents 55% of the portfolio and consists of the common stock of Comstock included in the basic materials industry group.

 

As of June 30, 2020, the Company held four different equity positions in its investment portfolio. The Company held two equity securities that comprised more than 10% of the equity value of the portfolio. The largest security position represents 60% of the portfolio and consists of the common stock of Comstock.

 

 - 26 - 
 

 

The following table shows the net gains (losses) on the Company’s marketable securities and the associated margin

interest and trading expenses for the respective periods:

 

For the three months ended December 31, 2020  2019 
Net gain (loss) on marketable securities $59,000  $(79,000)
Impairment loss on other investments  (26,000)  - 
Dividend and interest income  -   46,000 
Margin interest expense  -   (27,000)
Trading and management expenses  (40,000)  (37,000)
  $(7,000) $(97,000)

 

For the six months ended December 31, 2020  2019 
Net gain (loss) on marketable securities $155,000  $(370,000)
Impairment loss on other investments  (64,000)  - 
Dividend and interest income  27,000   106,000 
Margin interest expense  -   (55,000)
Trading and management expenses  (87,000)  (82,000)
  $31,000  $(401,000)

 

FINANCIAL CONDITION AND LIQUIDITY

 

The Company had cash and cash equivalents of $8,080,000 and $4,724,000 as of December 31, 2020 and June 30, 2020, respectively. In addition, the Hotel had $5,977,000 and $10,666,000 of restricted cash held by its senior lender Wells Fargo Bank, N.A. (“Lender”) as of December 31, 2020 and June 30, 2020, respectively. Of the $10,666,000 restricted cash held as of June 30, 2020, $2,432,000 was for a possible future property improvement plan (“PIP”) requested by our franchisor, Hilton. However, Hilton has confirmed that it will not require a PIP for our Hotel until relicensing which shall occur at the earlier of (i) January 2030, which is six years after the maturity date of our current senior and mezzanine loans, or (ii) upon the sale of our Hotel. On August 19, 2020, Lender released PIP deposits in the amount of $2,379,000 to the Hotel. The funds were utilized to fund operating expenses, including franchise and management fees and other expenses.

 

On April 9, 2020, Justice entered into a loan agreement (“SBA Loan”) with CIBC Bank USA under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration. Justice received proceeds of $4,719,000 from the SBA Loan. In accordance with the requirements of the CARES Act, Justice has used the proceeds from the SBA Loan primarily for payroll costs. As of December 31, 2020, Justice had used all proceeds of the SBA Loan in qualified expenses. The SBA Loan is scheduled to mature on April 9, 2022 with a 1.00% interest rate and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. All payments of principal and interest are deferred until July 2021, and the repayment obligations under the loan may be forgiven if the funds are used for payroll and other qualified expenses. All unforgiven portion of the principal and accrued interest will be due at maturity. On December 29, 2020, Justice submitted its application for full loan forgiveness.

 

In order to increase its liquidity position and to take advantage of the favorable interest rate environment, InterGroup refinanced its 151-unit apartment complex in Parsippany, New Jersey on April 30, 2020, generating net proceeds of $6,814,000. In June 2020, InterGroup refinanced one of its California properties and generated net proceeds of $1,144,000. During the three months ended December 31, 2020, InterGroup completed refinancing on two of its California properties and generated net proceeds of $4,327,000. In January 2021, InterGroup refinanced an additional California property and generated net proceeds of $1,057,000. InterGroup is currently evaluating other refinancing opportunities and it could refinance additional multifamily properties should the need arise, or should management consider the interest rate environment favorable. InterGroup has an uncollateralized $8,000,000 revolving line of credit from CIBC Bank USA (“CIBC”) and the entire $8,000,000 is available to be drawn down as of December 31, 2020 should additional liquidity be necessary.

 

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On August 28, 2020, Santa Fe sold its 27-unit apartment complex located in Santa Monica, California for $15,650,000 and realized a gain on the sale of approximately $12,043,000. Santa Fe will manage its federal and state income tax liability, and anticipates the utilization of its available net operating losses and capital loss carryforwards. Santa Fe received net proceeds of $12,163,000 after selling costs and repayment of InterGroup’s RLOC of $2,985,000 as InterGroup had drawn on its RLOC in July 2018 to pay off the previous Fannie Mae mortgage on the property. Furthermore, pursuant to the Contribution Agreement between Santa Fe and InterGroup, Santa Fe paid InterGroup $662,000 from the sale. Santa Fe will not seek a replacement property.

 

As the sole general partner of Justice that controls approximately 96.6% of the voting interest in the Partnership, Portsmouth has the ability to amend the partnership agreement to allow for capital calls to the limited partners of Justice if needed. The majority of any capital calls will be met by Portsmouth. Portsmouth will have financing availability, upon the authorization of the respective board of directors, to borrow from InterGroup and/or Santa Fe to meet any capital calls and its other obligations during the next twelve months and beyond. On August 28, 2020, the Board of InterGroup and Santa Fe passed resolutions, respectively, to provide funding to Portsmouth if necessary. On December 16, 2020, Justice and InterGroup entered into a loan modification agreement which increased Justice’s borrowing from InterGroup as needed up to $10,000,000 from its current loan balance of $3,000,000 due to InterGroup. On December 31, 2020, InterGroup advanced $700,000 to Justice per the aforementioned agreement. The Partnership is also allowed to seek additional loans and sell partnership interests. Upon the consent of the general partner and a super majority in interest, the Partnership may sell additional classes or series of units of the Partnership under certain conditions in order to raise additional capital.

 

Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating and other expenditures, including management and franchise fees, corporate expenses, payroll and related costs, taxes, interest and principal payments on our outstanding indebtedness, and repairs and maintenance of the Hotel.

 

Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities and capital improvements of the Hotel. We will continue to finance our business activities primarily with existing cash, including from the activities described above, and cash generated from our operations. After considering our approach to liquidity and accessing our available sources of cash, we believe that our cash position, after giving effect to the transactions discussed above, will be adequate to meet anticipated requirements for operating and other expenditures, including corporate expenses, payroll and related benefits, taxes and compliance costs and other commitments, for at least twelve months from the date of issuance of these financial statements, even if current levels of low occupancy and low RevPAR were to persist. The objectives of our cash management policy are to maintain existing leverage levels and the availability of liquidity, while minimizing operational costs. We believe that our cash on hand, along with other potential aforementioned sources of liquidity that management may be able to obtain, will be sufficient to fund our working capital needs, as well as our capital lease and debt obligations for at least the next twelve months and beyond. However, there can be no guarantee that management will be successful with its plan.

 

MATERIAL CONTRACTUAL OBLIGATIONS

 

The following table provides a summary as of December 31, 2020, the Company’s material financial obligations which also including interest payments:

 

     6 Months  Year  Year  Year  Year    
  Total  2021  2022  2023  2024  2025  Thereafter 
Mortgage notes payable $111,536,000  $790,000  $1,632,000  $1,721,000  $107,393,000  $-  $- 
Related party and other notes payable  13,690,000   520,000   9,467,000   750,000   567,000   567,000   1,819,000 
Interest  18,913,000   2,989,000   6,291,000   6,180,000   3,453,000   -   - 
Total $144,139,000  $4,299,000  $17,390,000  $8,651,000  $111,413,000  $567,000  $1,819,000 

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Company has no off balance sheet arrangements.

 

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IMPACT OF INFLATION

 

Hotel room rates are typically impacted by supply and demand factors, not inflation, since rental of a hotel room is usually for a limited number of nights. Room rates can be, and usually are, adjusted to account for inflationary cost increases. Since Interstate has the power and ability to adjust hotel room rates on an ongoing basis, there should be minimal impact on partnership revenues due to inflation. Partnership revenues are also subject to interest rate risks, which may be influenced by inflation. For the two most recent fiscal years, the impact of inflation on the Company’s income is not viewed by management as material.

 

The Company’s residential rental properties provide income from short-term operating leases and no lease extends beyond one year. Rental increases are expected to offset anticipated increased property operating expenses.

 

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

 

Critical accounting policies are those that are most significant to the presentation of our financial position and results of operations and require judgments by management in order to make estimates about the effect of matters that are inherently uncertain. The preparation of these condensed financial statements requires us to make estimates and judgments that affect the reported amounts in our consolidated financial statements. We evaluate our estimates on an on-going basis, including those related to the consolidation of our subsidiaries, to our revenues, allowances for bad debts, accruals, asset impairments, other investments, income taxes and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The actual results may differ from these estimates or our estimates may be affected by different assumptions or conditions. There have been no material changes to the Company’s critical accounting policies during the six months ended December 31, 2020. Please refer to the Company’s Annual Report on Form 10-K for the year ended June 30, 2020 for a summary of the critical accounting policies.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

We are a smaller reporting company and therefore, we are not required to provide information required by this Item of Form 10-Q.

 

Item 4. Controls and Procedures.

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Principal Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed in this filing is accumulated and communicated to management and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period

covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 - 29 - 
 

 

PART II.

OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

 

During the period ending December 31, 2020, there were no pending or threatened legal actions.

 

Item 1A. RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There have been no events that are required to be reported under this Item.

 

Item 3. DEFAULTS UPON SENIOR SECURITIES

 

There have been no events that are required to be reported under this Item.

 

Item 4. MINE SAFETY DISCLOSURES

 

There have been no events that are required to be reported under this Item.

 

Item 5. OTHER INFORMATION

 

As of November 25, 2020, a group of less than ten shareholders of Santa Fe Financial Corporation approved a Corporate Action to distribute the assets of the company and then liquidate the corporate entity. The Corporate Action was approved by the holders of approximately 87.4% of the total issued and outstanding voting capital stock of that company entitled to vote on matters submitted to the holders of common stock as of that record date.

 

The terms of the dissolution are:

 

 The assets of Santa Fe consist of:

 

 

505,437 shares of Portsmouth Square, Inc. common stock with a per share price of $41.00 as of January 15, 2021
   
 

Cash in the approximate amount of $6.0 million (net of income taxes paid)

 

 On the 20th calendar day following the date of mailing of the definitive information statement on Schedule 14C which was filed with the SEC on January 22, 2021, the holder of each share of Santa Fe common stock will receive .38 of a share of Portsmouth common stock and the amount of cash in the Company divided by 1,339,310 (the number of issued and outstanding shares of Santa Fe common stock).Subsequent to when the cash of the Company shall be distributed to all shareholders, net of tax liabilities, on a pro rata basis based upon number of shares of common stock of the Company owned by each shareholder on the date of liquidation pursuant to the plan of liquidation and dissolution. With respect thereto, when the Company stockholders will receive 0.38 shares of Portsmouth stock for each share of Company stock owned, they will receive cash in lieu of fractional Portsmouth shares.
   
 Santa Fe shall file a final U.S. Corporate Income Tax Return for the period ending on the date of liquidation, as well as file Form 966, Corporate Dissolution or Liquidation,” within 30 days of the liquidation.
   
 However, with respect to third party shareholders, the transaction is expected to be treated as a taxable liquidation under section 331 of the IRS Code. Therefore, Santa Fe is expected to recognize built-in gain or loss on the assets distributed third party shareholders under Section 336 of the Code, and the third-party shareholders are expected to recognize gain or loss on the cancellation of their shares equal to the difference between the fair market value of the assets received and their stock basis in Santa Fe. To the extent third party shareholders include non-U.S. persons, these shareholders are not expected to be subject to U.S. federal income tax unless Santa Fe is considered a U.S. real property holding corporation (“USRPHC”) under the Foreign Investment in Real Property Tax Act within five years preceding the date of the liquidation. A U.S. corporation is generally considered a USRPHC if at least 50 percent of its assets includes “U.S. Real Property Interests.” If Santa Fe is considered a USRPHC, then it is responsible for withholding 15% of the amount realized by the non-U.S. SHs on the liquidation.

 

 - 30 - 
 

 

Item 6. EXHIBITS

 

31.1Certification of Principal Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
  
31.2Certification of Principal Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
  
32.1Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
  
32.2Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350

 

101.INSXBRL Instance Document
  
101.SCHXBRL Taxonomy Extension Schema
  
101.CALXBRL Taxonomy Extension Calculation Linkbase
  
101.DEFXBRL Taxonomy Extension Definition Linkbase
  
101.LABXBRL Taxonomy Extension Label Linkbase
  
101.PREXBRL Taxonomy Extension Presentation Linkbase

 

 - 31 - 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 SANTA FE FINANCIAL CORPORATION
 (Registrant)
   
Date: January 29, 2021by/s/ John V. Winfield
  John V. Winfield
  President, Chairman of the Board and
  Chief Executive Officer
  (Principal Executive Officer)

 

Date: January 29, 2021by/s/ Danfeng Xu
  Danfeng Xu
  Treasurer and Controller
  (Principal Financial Officer)

 

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