Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2020 | Jan. 29, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | SANTA FE FINANCIAL CORP | |
Entity Central Index Key | 0000086759 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,339,310 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
ASSETS | ||
Investment in hotel, net | $ 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: | ||
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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2020 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, shares issued | 1,437,138 | 1,437,138 |
Common stock, shares outstanding | 1,339,310 | 1,339,310 |
Treasury stock, shares | 97,828 | 97,828 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||||
Total revenues | $ 3,121,000 | $ 14,980,000 | $ 6,598,000 | $ 30,488,000 |
Costs and operating expenses: | ||||
Depreciation and amortization expense | (558,000) | (613,000) | (1,132,000) | (1,209,000) |
General and administrative expense | (258,000) | (286,000) | (1,196,000) | (610,000) |
Total costs and operating expenses | (5,954,000) | (12,677,000) | (12,534,000) | (24,979,000) |
(Loss) income from operations | (2,833,000) | 2,303,000 | (5,936,000) | 5,509,000 |
Other income (expense): | ||||
Interest expense - mortgage | (1,701,000) | (1,716,000) | (3,419,000) | (3,534,000) |
Interest expense - related party | (91,000) | (128,000) | (181,000) | (258,000) |
Gain from sale of real estate | 901,000 | 12,944,000 | ||
Net gain (loss) on marketable securities | 95,000 | (31,000) | 121,000 | (97,000) |
Net loss on marketable securities - Comstock | (36,000) | (48,000) | 34,000 | (273,000) |
Impairment loss on other investments | (26,000) | (64,000) | ||
Dividend and interest income | 46,000 | 27,000 | 106,000 | |
Trading and margin interest expense | (40,000) | (64,000) | (87,000) | (137,000) |
Total other expense, net | (898,000) | (1,941,000) | 9,375,000 | (4,193,000) |
(Loss) income before income taxes | (3,731,000) | 362,000 | 3,439,000 | 1,316,000 |
Income tax benefit (expense) | 1,210,000 | (95,000) | (872,000) | (338,000) |
Net (loss) income | (2,521,000) | 267,000 | 2,567,000 | 978,000 |
Less: Net loss (income) attributable to the noncontrolling interest | 1,190,000 | (152,000) | 2,310,000 | (502,000) |
Net (loss) income attributable to Santa Fe | $ (1,331,000) | $ 115,000 | $ 4,877,000 | $ 476,000 |
Basic and diluted net (loss) income per share attributable to Santa Fe | $ (0.99) | $ 0.09 | $ 3.64 | $ 0.38 |
Weighted average number of common shares outstanding - basic and diluted | 1,339,310 | 1,241,810 | 1,339,310 | 1,241,810 |
Hotel [Member] | ||||
Revenues: | ||||
Total revenues | $ 3,109,000 | $ 14,901,000 | $ 6,534,000 | $ 30,330,000 |
Costs and operating expenses: | ||||
Total costs and operating expenses | (5,133,000) | (11,730,000) | (10,166,000) | (23,078,000) |
Real Estate [Member] | ||||
Revenues: | ||||
Total revenues | 12,000 | 79,000 | 64,000 | 158,000 |
Costs and operating expenses: | ||||
Total costs and operating expenses | $ (5,000) | $ (48,000) | $ (40,000) | $ (82,000) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Total Santa Fe Shareholders' Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Jun. 30, 2019 | $ 134,000 | $ 8,808,000 | $ (54,183,000) | $ (951,000) | $ (46,192,000) | $ (23,751,000) | $ (69,943,000) |
Balance, shares at Jun. 30, 2019 | 1,339,638 | ||||||
Net income (loss) | 361,000 | 361,000 | 350,000 | 711,000 | |||
Balance at Sep. 30, 2019 | $ 134,000 | 8,808,000 | (53,822,000) | (951,000) | (45,831,000) | (23,401,000) | (69,232,000) |
Balance, shares at Sep. 30, 2019 | 1,339,638 | ||||||
Balance at Jun. 30, 2019 | $ 134,000 | 8,808,000 | (54,183,000) | (951,000) | (46,192,000) | (23,751,000) | (69,943,000) |
Balance, shares at Jun. 30, 2019 | 1,339,638 | ||||||
Net income (loss) | 978,000 | ||||||
Balance at Dec. 31, 2019 | $ 134,000 | 8,808,000 | (53,707,000) | (951,000) | (45,716,000) | (23,249,000) | (68,965,000) |
Balance, shares at Dec. 31, 2019 | 1,339,638 | ||||||
Balance at Sep. 30, 2019 | $ 134,000 | 8,808,000 | (53,822,000) | (951,000) | (45,831,000) | (23,401,000) | (69,232,000) |
Balance, shares at Sep. 30, 2019 | 1,339,638 | ||||||
Net income (loss) | 115,000 | 115,000 | 152,000 | 267,000 | |||
Balance at Dec. 31, 2019 | $ 134,000 | 8,808,000 | (53,707,000) | (951,000) | (45,716,000) | (23,249,000) | (68,965,000) |
Balance, shares at Dec. 31, 2019 | 1,339,638 | ||||||
Balance at Jun. 30, 2020 | $ 144,000 | 7,895,000 | (55,243,000) | (951,000) | (48,155,000) | (25,979,000) | (74,134,000) |
Balance, shares at Jun. 30, 2020 | 1,437,138 | ||||||
Net income (loss) | 6,208,000 | 6,208,000 | (1,120,000) | 5,088,000 | |||
Investment in Woodland | (979,000) | (979,000) | (979,000) | ||||
Investment in Woodland, shares | |||||||
Balance at Sep. 30, 2020 | $ 144,000 | 6,916,000 | (49,035,000) | (951,000) | (42,926,000) | (27,099,000) | (70,025,000) |
Balance, shares at Sep. 30, 2020 | 1,437,138 | ||||||
Balance at Jun. 30, 2020 | $ 144,000 | 7,895,000 | (55,243,000) | (951,000) | (48,155,000) | (25,979,000) | (74,134,000) |
Balance, shares at Jun. 30, 2020 | 1,437,138 | ||||||
Net income (loss) | 2,567,000 | ||||||
Balance at Dec. 31, 2020 | $ 144,000 | 6,916,000 | (50,366,000) | (951,000) | (44,257,000) | (28,289,000) | (72,546,000) |
Balance, shares at Dec. 31, 2020 | 1,437,138 | ||||||
Balance at Sep. 30, 2020 | $ 144,000 | 6,916,000 | (49,035,000) | (951,000) | (42,926,000) | (27,099,000) | (70,025,000) |
Balance, shares at Sep. 30, 2020 | 1,437,138 | ||||||
Net income (loss) | (1,331,000) | (1,331,000) | (1,190,000) | (2,521,000) | |||
Balance at Dec. 31, 2020 | $ 144,000 | $ 6,916,000 | $ (50,366,000) | $ (951,000) | $ (44,257,000) | $ (28,289,000) | $ (72,546,000) |
Balance, shares at Dec. 31, 2020 | 1,437,138 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 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 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The condensed consolidated financial statements included herein have been prepared by 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. 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 In August 2018, the FASB issued Accounting Standard Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) |
Liquidity
Liquidity | 6 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | 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. 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 |
Revenue
Revenue | 6 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 3 – REVENUE Our revenue from real estate is primarily rental income from residential property leases which is recorded when due from residents and is recognized monthly as earned. The following table present our Hotel revenue disaggregated by revenue streams. For the three months ended December 31, 2020 2019 Hotel revenues: Hotel rooms $ 2,584,000 $ 12,497,000 Food and beverage 76,000 1,425,000 Garage 424,000 776,000 Other operating departments 25,000 203,000 Total hotel revenue $ 3,109,000 $ 14,901,000 For the six months ended December 31, 2020 2019 Hotel revenues: Hotel rooms $ 5,474,000 $ 25,811,000 Food and beverage 113,000 2,647,000 Garage 894,000 1,512,000 Other operating departments 53,000 360,000 Total hotel revenue $ 6,534,000 $ 30,330,000 Performance obligations We identified the following performance obligations for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services: ● Cancelable room reservations or ancillary services ● Noncancelable room reservations and banquet or conference reservations ● Other ancillary goods and services ● Components of package reservations Hotel revenue primarily consists of hotel room rentals, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking). Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component. We do not disclose the value of unsatisfied performance obligations for contracts with an expected length of one year or less. Due to the nature of our business, our revenue is not significantly impacted by refunds. Cash payments received in advance of guests staying at our hotel are refunded to hotel guests if the guest cancels within the specified time period, before any services are rendered. Refunds related to service are generally recognized as an adjustment to the transaction price at the time the hotel stay occurs or services are rendered. Contract assets and liabilities We do not have any material contract assets as of December 31, 2020 and June 30, 2020 other than trade and other receivables, net on our condensed consolidated balance sheets. Our receivables are primarily the result of contracts with customers, which are reduced by an allowance for doubtful accounts that reflects our estimate of amounts that will not be collected. We record contract liabilities when cash payments are received or due in advance of guests staying at our hotel, which are presented within accounts payable and other liabilities on our condensed consolidated balance sheets. Contract liabilities decreased to $221,000 as of December 31, 2020, from $375,000 as of June 30, 2020. The decrease for the six months ended December 31, 2020 was primarily driven by $154,000 of revenue recognized and refunds issued to guests as a result of the COVID-19 outbreak. Contract costs We consider sales commissions earned to be incremental costs of obtaining a contract with our customers. As a practical expedient, we expense these costs as incurred as our contracts with customers and lease agreements do not extend beyond one year. |
Investment in Hotel, Net
Investment in Hotel, Net | 6 Months Ended |
Dec. 31, 2020 | |
Investments [Abstract] | |
Investment in Hotel, Net | NOTE 4 – INVESTMENT IN HOTEL, NET Investment in hotel consisted of the following as of: Accumulated Net Book December 31, 2020 Cost Depreciation Value Land $ 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 |
Investment in Real Estate, Net
Investment in Real Estate, Net | 6 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Investment in Real Estate, Net | NOTE 5 – INVESTMENT IN REAL ESTATE, NET 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. 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. |
Investment in Marketable Securi
Investment in Marketable Securities, Net | 6 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment in Marketable Securities, Net | 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 ) |
Other Investments, Net
Other Investments, Net | 6 Months Ended |
Dec. 31, 2020 | |
Other Investments [Abstract] | |
Other Investments, Net | NOTE 7 – OTHER INVESTMENTS, NET The Company may also invest, with the approval of the Executive Strategic Real Estate and Securities Investment Committee and other Company guidelines, in private investment equity funds and other unlisted securities, such as convertible notes through private placements. Those investments in non-marketable securities are carried at cost on the Company’s consolidated balance sheet as part of other investments, net of other than temporary impairment losses. Other investments, net consist of the following: Type December 31, 2020 June 30, 2020 Private equity hedge fund, at cost $ 35,000 $ 97,000 Other investments - 61,000 $ 35,000 $ 158,000 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 – FAIR VALUE MEASUREMENTS The carrying values of the Company’s financial instruments not required to be carried at fair value on a recurring basis approximate fair value due to their short maturities (i.e., accounts receivable, other assets, accounts payable and other liabilities) 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. Other investments in non-marketable securities are carried at cost net of any impairment loss. The Company has no significant influence or control over the entities that issue these investments and holds less than 20% ownership in each of the investments. These investments are reviewed on a periodic basis for other-than-temporary impairment. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: (i) the length of time an investment is in an unrealized loss position, (ii) the extent to which fair value is less than cost, (iii) the financial condition and near-term prospects of the issuer and (iv) our ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 6 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | NOTE 9 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows. As of December 31, 2020 June 30, 2020 Cash and cash equivalents $ 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. |
Segment Information
Segment Information | 6 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 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. 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 |
Related Party and Other Financi
Related Party and Other Financing Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party and Other Financing Transactions | NOTE 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. 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. 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. |
Accounts Payable and Other Liab
Accounts Payable and Other Liabilities - Justice | 6 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Liabilities - Justice | NOTE 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 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Due to Securities Broker | Due to Securities Broker Various securities brokers have advanced funds to the Company for the purchase of marketable securities under standard margin agreements. These advanced funds are recorded as a liability. |
Obligations for Securities Sold | Obligations for Securities Sold Obligation for securities sold represents the fair market value of shares sold with the promise to deliver that security at some future date and the fair market value of shares underlying the written call options with the obligation to deliver that security when and if the option is exercised. The obligation may be satisfied with current holdings of the same security or by subsequent purchases of that security. Unrealized gains and losses from changes in the obligation are included in the condensed consolidated statements of operations. |
Income Tax | Income Tax The Company consolidates Justice (“Hotel”) for financial reporting purposes and is not taxed on its non-controlling interest in the Hotel. The income tax expense during the six months ended December 31, 2020 and 2019 represent the income tax effect on the Company’s pretax income which includes its share in the net (loss) income of the Hotel. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases (Topic 842). 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 In August 2018, the FASB issued Accounting Standard Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) |
Liquidity (Tables)
Liquidity (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Material Financial Obligations | The following table provides a summary as of December 31, 2020, the Company’s material financial obligations which also includes interest payments: 6 Months Year Year Year Year Total 2021 2022 2023 2024 2025 Thereafter Mortgage 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 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Hotel Revenues Disaggregated by Revenue Streams | The following table present our Hotel revenue disaggregated by revenue streams. For the three months ended December 31, 2020 2019 Hotel revenues: Hotel rooms $ 2,584,000 $ 12,497,000 Food and beverage 76,000 1,425,000 Garage 424,000 776,000 Other operating departments 25,000 203,000 Total hotel revenue $ 3,109,000 $ 14,901,000 For the six months ended December 31, 2020 2019 Hotel revenues: Hotel rooms $ 5,474,000 $ 25,811,000 Food and beverage 113,000 2,647,000 Garage 894,000 1,512,000 Other operating departments 53,000 360,000 Total hotel revenue $ 6,534,000 $ 30,330,000 |
Investment in Hotel, Net (Table
Investment in Hotel, Net (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Investments [Abstract] | |
Schedule of Investment in Hotel | Investment in hotel consisted of the following as of: Accumulated Net Book December 31, 2020 Cost Depreciation Value Land $ 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 |
Investment in Real Estate, Net
Investment in Real Estate, Net (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Schedule of Investment in Real Estate | 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 |
Investment in Marketable Secu_2
Investment in Marketable Securities, Net (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Changes in Unrealized Gains and Losses on Investments | 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 |
Schedule of Net Gains (Losses) on Marketable Securities | 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 ) |
Other Investments, Net (Tables)
Other Investments, Net (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Other Investments [Abstract] | |
Schedule of Other Investments, Net | Other investments, net consist of the following: Type December 31, 2020 June 30, 2020 Private equity hedge fund, at cost $ 35,000 $ 97,000 Other investments - 61,000 $ 35,000 $ 158,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | 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 |
Schedule of Assets Measured at Fair Value on a Non-Recurring Basis | 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 $ - |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows. As of December 31, 2020 June 30, 2020 Cash and cash equivalents $ 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 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | 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. 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 |
Related Party and Other Finan_2
Related Party and Other Financing Transactions (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party and Other Notes Payable | The following summarizes the balances of related party and other notes payable as of December 31, 2020 and June 30, 2020, respectively. As of December 31, 2020 June 30, 2020 Note payable - 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 |
Schedule of Minimum Future Lease Payments | 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 |
Schedule of Future Minimum Principal Payments | Future minimum principal payments for all related party and other financing transactions are as follows: For the year ending June 30, 2021 $ 520,000 2022 9,467,000 2023 750,000 2024 567,000 2025 567,000 Thereafter 1,819,000 $ 13,690,000 |
Accounts Payable and Other Li_2
Accounts Payable and Other Liabilities - Justice (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Liabilities - Justice | The following summarizes the balances of accounts payable and other liabilities – Justice as of December 31, 2020 and June 30, 2020. As of December 31, 2020 June 30, 2020 Trade payable $ 1,446,000 $ 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 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details Narrative) | 6 Months Ended |
Dec. 31, 2020Room | |
Justice Operating Company, LLC and Justice Mezzanine Company, LLC [Member] | |
Number of hotel property room owned and operating | 544 |
Franchise Holding LLC [Member] | Franchise License Agreement [Member] | |
Ownership maturity date | Jan. 31, 2030 |
Interstate Management Company LLC [Member] | Hotel Management Agreement [Member] | |
Management expiration date | Feb. 3, 2017 |
Management agreement, term | 10 years |
Management agreement, renewal term | 5 years |
Management fee payable rate | 1.70% |
Parent Company [Member] | Portsmouth Square, Inc [Member] | |
Ownership percentage | 68.80% |
InterGroup Corporation [Member] | |
Ownership percentage | 83.70% |
InterGroup Corporation [Member] | Parent Company [Member] | |
Ownership percentage | 13.70% |
InterGroup Corporation [Member] | Chairman and President [Member] | |
Ownership percentage | 3.70% |
Portsmouth [Member] | |
Subsidiary of limited liability company or limited partnership, ownership interest | 96.60% |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | Dec. 16, 2020 | Aug. 28, 2020 | Apr. 09, 2020 | Jan. 31, 2021 | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 19, 2020 |
Net cash flow used in operations | $ (14,151,000) | $ 817,000 | ||||||||
Cash and cash equivalents | $ 4,724,000 | $ 8,080,000 | 8,080,000 | |||||||
Restricted cash held | 10,666,000 | |||||||||
Deposits | 375,000 | 221,000 | 221,000 | |||||||
Proceeds from loan | 1,144,000 | $ 6,814,000 | ||||||||
Sale of properties | $ 15,650,000 | |||||||||
Gain on sale of property | 12,043,000 | |||||||||
Proceeds from sale of property | 12,163,000 | |||||||||
California Properties [Member] | ||||||||||
Proceeds from loan | 4,327,000 | |||||||||
California Properties [Member] | Subsequent Event [Member] | InterGroup Corporation [Member] | ||||||||||
Proceeds from loan | $ 1,057,000 | |||||||||
CIBC Bank USA [Member] | ||||||||||
Revolving line of credit amount | 8,000,000 | 8,000,000 | ||||||||
CARES Act [Member] | CIBC Bank [Member] | ||||||||||
Proceeds from loan | $ 4,719,000 | |||||||||
Debt maturity date | Apr. 9, 2022 | |||||||||
Debt interest rate | 1.00% | |||||||||
Contribution Agreement [Member] | Parent Company [Member] | ||||||||||
Repayment of Intergroup's RLOC | 2,985,000 | |||||||||
Payment from the sale | $ 662,000 | |||||||||
Loan Modification Agreement [Member] | Justice Investors Limited Partnership and Intergroup [Member] | ||||||||||
Increased in borrowing amount | $ 10,000,000 | |||||||||
Current loan balance | $ 3,000,000 | |||||||||
Loan advance amount | 700,000 | $ 700,000 | ||||||||
Loan Modification Agreement [Member] | Subsequent Event [Member] | Justice Investors Limited Partnership and Intergroup [Member] | ||||||||||
Loan advance amount | $ 2,000,000 | |||||||||
Property Improvement Plan [Member] | ||||||||||
Restricted cash held | 2,432,000 | |||||||||
Property improvement plan, description | 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. | |||||||||
Deposits | $ 2,379,000 | |||||||||
Hotel Senior Lender [Member] | ||||||||||
Restricted cash held | $ 10,666,000 | $ 5,977,000 | $ 5,977,000 | |||||||
Sole General Partner [Member] | ||||||||||
Ownership interest percentage of subsidiary | 96.60% | 96.60% |
Liquidity - Schedule of Materia
Liquidity - Schedule of Material Financial Obligations (Details) | Dec. 31, 2020USD ($) |
6 Months 2021 | $ 4,299,000 |
Year 2022 | 17,390,000 |
Year 2023 | 8,651,000 |
Year 2024 | 111,413,000 |
Year 2025 | 567,000 |
Thereafter | 1,819,000 |
Long-term Debt | 144,139,000 |
Mortgage Notes Payable [Member] | |
6 Months 2021 | 790,000 |
Year 2022 | 1,632,000 |
Year 2023 | 1,721,000 |
Year 2024 | 107,393,000 |
Year 2025 | |
Thereafter | |
Long-term Debt | 111,536,000 |
Related Party and Other Notes Payable [Member] | |
6 Months 2021 | 520,000 |
Year 2022 | 9,467,000 |
Year 2023 | 750,000 |
Year 2024 | 567,000 |
Year 2025 | 567,000 |
Thereafter | 1,819,000 |
Long-term Debt | 13,690,000 |
Interest Rate Member [Member] | |
6 Months 2021 | 2,989,000 |
Year 2022 | 6,291,000 |
Year 2023 | 6,180,000 |
Year 2024 | 3,453,000 |
Year 2025 | |
Thereafter | |
Long-term Debt | $ 18,913,000 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, liability | $ 221,000 | $ 375,000 |
Contract with customer, liability, revenue recognized | $ 154,000 |
Revenue - Schedule of Hotel Rev
Revenue - Schedule of Hotel Revenues Disaggregated by Revenue Streams (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 3,121,000 | $ 14,980,000 | $ 6,598,000 | $ 30,488,000 |
Hotel Rooms [Member] | ||||
Revenues | 2,584,000 | 12,497,000 | 5,474,000 | 25,811,000 |
Food and Beverage [Member] | ||||
Revenues | 76,000 | 1,425,000 | 113,000 | 2,647,000 |
Garage [Member] | ||||
Revenues | 424,000 | 776,000 | 894,000 | 1,512,000 |
Other Operating Departments [Member] | ||||
Revenues | 25,000 | 203,000 | 53,000 | 360,000 |
Hotel [Member] | ||||
Revenues | $ 3,109,000 | $ 14,901,000 | $ 6,534,000 | $ 30,330,000 |
Investment in Hotel, Net - Sche
Investment in Hotel, Net - Schedule of Investment in Hotel (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Cost | $ 94,029,000 | $ 93,666,000 |
Accumulated Depreciation | (59,408,000) | (58,297,000) |
Net Book Value | 34,621,000 | 35,369,000 |
Land [Member] | ||
Cost | 1,896,000 | 1,896,000 |
Accumulated Depreciation | ||
Net Book Value | 1,896,000 | 1,896,000 |
Finance Lease ROU Assets [Member] | ||
Cost | 1,805,000 | 1,775,000 |
Accumulated Depreciation | (448,000) | (291,000) |
Net Book Value | 1,357,000 | 1,484,000 |
Furniture and Equipment [Member] | ||
Cost | 30,282,000 | 30,528,000 |
Accumulated Depreciation | (27,753,000) | (27,498,000) |
Net Book Value | 2,529,000 | 3,030,000 |
Building and Improvements [Member] | ||
Cost | 60,046,000 | 59,467,000 |
Accumulated Depreciation | (31,207,000) | (30,508,000) |
Net Book Value | $ 28,839,000 | $ 28,959,000 |
Investment in Real Estate, Ne_2
Investment in Real Estate, Net (Details Narrative) | Nov. 23, 2020USD ($)Integer | Aug. 28, 2020USD ($)Integer | Feb. 02, 2002USD ($) |
Gain from sale of real estate | $ 901,000 | ||
Proceed from sale of real estate net | 785,000 | ||
Outstanding mortgage on property | $ 334,000 | ||
Santa Monica California [Member] | |||
Number of units sold | Integer | 27 | ||
Proceeds from sale of real estate gross | $ 15,650,000 | ||
Gain from sale of real estate | 12,043,000 | ||
Proceed from sale of real estate net | 12,163,000 | ||
Santa Monica California [Member] | Inter Groups [Member] | |||
Repayment of revolving line of credit | 2,985,000 | ||
Payment from sale | $ 662,000 | ||
West Los Angeles California [Member] | Inter Groups [Member] | |||
Number of units sold | Integer | 2 | ||
Proceed from sale of real estate net | $ 1,530,000 | ||
Reduction value of obligation | $ 1,196,000 |
Investment in Real Estate, Ne_3
Investment in Real Estate, Net - Schedule of Investment in Real Estate (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Real Estate [Abstract] | ||
Land | $ 2,430,000 | |
Buildings, improvements and equipment | 2,922,000 | |
Accumulated depreciation | (1,573,000) | |
Real Estate Investment Property | 3,779,000 | |
Land held for development | 980,000 | 980,000 |
Investment in real estate, net | $ 980,000 | $ 4,759,000 |
Investment in Marketable Secu_3
Investment in Marketable Securities, Net (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Investment marketable securities, continuous unrealized loss position, 12 months or longer, aggregate loss | $ 3,876,000 | $ 5,015,000 |
Comstock Mining, Inc [Member] | ||
Investment marketable securities, percentage | 55.00% | 59.00% |
Number of shares issued during period, shares | 19,282 | |
Investment marketable securities, continuous unrealized loss position, 12 months or longer, aggregate loss | $ 3,840,000 | $ 4,928,000 |
Investment in Marketable Secu_4
Investment in Marketable Securities, Net - Schedule of Changes in Unrealized Gains and Losses on Investments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Net Unrealized Loss | $ 95,000 | $ (31,000) | $ 121,000 | $ (97,000) | |
Corporate Equities [Member] | |||||
Cost | 4,449,000 | 4,449,000 | $ 5,788,000 | ||
Gross Unrealized Gain | 141,000 | 108,000 | |||
Gross Unrealized Loss | (3,876,000) | (5,026,000) | |||
Net Unrealized Loss | (3,735,000) | (4,918,000) | |||
Fair Value | $ 714,000 | $ 714,000 | $ 870,000 |
Investment in Marketable Secu_5
Investment in Marketable Securities, Net - Schedule of Net Gains (Losses) on Marketable Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Realized gain (loss) on marketable securities, net | $ (1,053,000) | $ 51,000 | $ (1,029,000) | $ 47,000 |
Unrealized gain (loss) on marketable securities, net | 1,148,000 | (82,000) | 1,150,000 | (144,000) |
Unrealized gain (loss) on marketable securities related to Comstock | (36,000) | (48,000) | 34,000 | (273,000) |
Net gain (loss) on marketable securities | $ 59,000 | $ (79,000) | $ 155,000 | $ (370,000) |
Other Investments, Net - Schedu
Other Investments, Net - Schedule of Other Investments, Net (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Other investments, net | $ 35,000 | $ 158,000 |
Private Equity Hedge Fund, at Cost [Member] | ||
Other investments, net | 35,000 | 97,000 |
Other Investments [Member] | ||
Other investments, net | $ 61,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Proceeds from other non-marketable investments | $ 59,000 | $ 23,000 |
Maximum [Member] | ||
Ownership percentage | 20.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Investment in marketable securities | $ 714,000 | $ 870,000 |
Level 1 [Member] | ||
Investment in marketable securities | 714,000 | 870,000 |
Basic Materials [Member] | Level 1 [Member] | ||
Investment in marketable securities | 431,000 | 575,000 |
REITs and Real Estate Companies [Member] | Level 1 [Member] | ||
Investment in marketable securities | 283,000 | 253,000 |
Industrials [Member] | Level 1 [Member] | ||
Investment in marketable securities | 3,000 | |
Energy [Member] | Level 1 [Member] | ||
Investment in marketable securities | $ 39,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Non-Recurring Basis (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other non-marketable investments | $ 35,000 | $ 158,000 |
Net loss | (64,000) | |
Level 3 [Member] | ||
Other non-marketable investments | $ 35,000 | $ 158,000 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Restricted Cash and Cash Equivalents [Abstract] | ||||
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 | $ 19,199,000 | $ 20,827,000 |
Segment Information (Details Na
Segment Information (Details Narrative) | 6 Months Ended |
Dec. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 3,121,000 | $ 14,980,000 | $ 6,598,000 | $ 30,488,000 | |||
Segment operating expenses | (5,396,000) | (12,064,000) | (11,402,000) | (23,770,000) | |||
Segment income (loss) | (2,833,000) | 2,303,000 | (5,936,000) | 5,509,000 | |||
Interest expense - mortgage | (1,701,000) | (1,716,000) | (3,419,000) | (3,534,000) | |||
Gain on sale of real estate | 901,000 | 12,944,000 | |||||
Depreciation and amortization expense | (558,000) | (613,000) | (1,132,000) | (1,209,000) | |||
Loss from investments | (7,000) | (97,000) | 31,000 | (401,000) | |||
Income tax benefit (expense) | 1,210,000 | (95,000) | (872,000) | (338,000) | |||
Net income (loss) | (2,521,000) | $ 5,088,000 | 267,000 | $ 711,000 | 2,567,000 | 978,000 | |
Total assets | 61,283,000 | 61,283,000 | $ 68,256,000 | ||||
Hotel Operations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 3,109,000 | 14,901,000 | 6,534,000 | 30,330,000 | |||
Segment operating expenses | (5,133,000) | (11,730,000) | (10,166,000) | (23,078,000) | |||
Segment income (loss) | (2,024,000) | 3,171,000 | (3,632,000) | 7,252,000 | |||
Interest expense - mortgage | (1,791,000) | (1,825,000) | (3,582,000) | (3,748,000) | |||
Gain on sale of real estate | |||||||
Depreciation and amortization expense | (557,000) | (586,000) | (1,111,000) | (1,154,000) | |||
Loss from investments | |||||||
Income tax benefit (expense) | |||||||
Net income (loss) | (4,372,000) | 760,000 | (8,325,000) | 2,350,000 | |||
Total assets | 42,641,000 | 42,641,000 | |||||
Real Estate Operations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 12,000 | 79,000 | 64,000 | 158,000 | |||
Segment operating expenses | (5,000) | (48,000) | (40,000) | (82,000) | |||
Segment income (loss) | 7,000 | 31,000 | 24,000 | 76,000 | |||
Interest expense - mortgage | (1,000) | (19,000) | (18,000) | (44,000) | |||
Gain on sale of real estate | 901,000 | 12,944,000 | |||||
Depreciation and amortization expense | (1,000) | (27,000) | (21,000) | (55,000) | |||
Loss from investments | |||||||
Income tax benefit (expense) | |||||||
Net income (loss) | 906,000 | (15,000) | 12,929,000 | (23,000) | |||
Total assets | 980,000 | 980,000 | |||||
Investment Transactions [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | |||||||
Segment operating expenses | |||||||
Segment income (loss) | |||||||
Interest expense - mortgage | |||||||
Gain on sale of real estate | |||||||
Depreciation and amortization expense | |||||||
Loss from investments | (7,000) | (97,000) | 31,000 | (401,000) | |||
Income tax benefit (expense) | |||||||
Net income (loss) | (7,000) | (97,000) | 31,000 | (401,000) | |||
Total assets | 749,000 | 749,000 | |||||
Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | |||||||
Segment operating expenses | (258,000) | (286,000) | (1,196,000) | (610,000) | |||
Segment income (loss) | (258,000) | (286,000) | (1,196,000) | (610,000) | |||
Interest expense - mortgage | |||||||
Gain on sale of real estate | |||||||
Depreciation and amortization expense | |||||||
Loss from investments | |||||||
Income tax benefit (expense) | 1,210,000 | (95,000) | (872,000) | (338,000) | |||
Net income (loss) | 952,000 | $ (381,000) | (2,068,000) | $ (948,000) | |||
Total assets | $ 16,913,000 | $ 16,913,000 |
Related Party and Other Finan_3
Related Party and Other Financing Transactions (Details Narrative) | Dec. 16, 2020USD ($) | Nov. 23, 2020USD ($)Integer | Aug. 28, 2020USD ($)Integer | Jul. 31, 2020USD ($) | Apr. 09, 2020USD ($) | Jul. 31, 2019USD ($) | Jul. 31, 2018USD ($) | Feb. 01, 2017USD ($) | Jul. 02, 2014USD ($) | Feb. 02, 2002USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | May 11, 2017USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||
Finance lease obligations | $ 901,000 | $ 1,098,000 | ||||||||||||
Financial leases, expiration, description | Finance leases expire in various years through 2023 | |||||||||||||
Accounts payable to related party | $ 2,813,000 | 6,197,000 | ||||||||||||
Mortgage loan prior mortgage amount | $ 42,940,000 | |||||||||||||
Mortgage loan face amount | 97,000,000 | |||||||||||||
Outstanding principle balance on loan | 91,536,000 | 92,292,000 | ||||||||||||
Proceed from sale of real estate net | $ 785,000 | |||||||||||||
Gain from sale of real estate | 901,000 | |||||||||||||
Outstanding mortgage on property | $ 334,000 | |||||||||||||
Santa Monica California [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from sale of real estate gross | $ 15,650,000 | |||||||||||||
Proceed from sale of real estate net | $ 12,163,000 | |||||||||||||
Number of units sold | Integer | 27 | |||||||||||||
Gain from sale of real estate | $ 12,043,000 | |||||||||||||
CIBC Bank USA [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument maturity description | Extended the maturity date of its RLOC to July 21, 2021. | Extended the maturity date from July 24, 2019 to July 23, 2020. | ||||||||||||
Line of credit amount | $ 8,000,000 | |||||||||||||
Drawn from line of credit, value | $ 2,969,000 | |||||||||||||
Line of credit facility, Increase, net | $ 3,000,000 | |||||||||||||
Inter Groups [Member] | Santa Monica California [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Repayment of revolving line of credit | $ 2,985,000 | |||||||||||||
Inter Groups [Member] | West Los Angeles California [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceed from sale of real estate net | $ 1,530,000 | |||||||||||||
Number of units sold | Integer | 2 | |||||||||||||
Reduction value of obligation | $ 1,196,000 | |||||||||||||
Minimum [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Financial leases, rate per annum | 4.62% | |||||||||||||
Maximum [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Financial leases, rate per annum | 6.25% | |||||||||||||
Hotel Management Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Business acquisition, effective date of acquisition | Feb. 3, 2017 | |||||||||||||
Business acquisition, term description | The term of the management agreement is for an initial period of 10 years commencing on the takeover date and automatically renews for an additional year not to exceed five years in aggregate subject to certain conditions. | |||||||||||||
Advanced incentive fee for capital improvements, value | $ 2,000,000 | |||||||||||||
Business acquisition, amortization term description | The key money contribution shall be amortized in equal monthly amounts over an eight (8) year period commencing on the second anniversary of the takeover date. | |||||||||||||
Key money | $ 0 | 1,009,000 | ||||||||||||
Unsecured Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument maturity description | The loan was extended to July 1, 2021. | |||||||||||||
Interest Free Development Incentive Note [Member] | Hilton Hotel [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes reduction, value | $ 316,000 | |||||||||||||
Small Business Administration [Member] | CIBC Bank USA [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, percentage | 1.00% | |||||||||||||
Proceeds from Loan | $ 4,719,000 | |||||||||||||
Maturity date | Apr. 9, 2022 | |||||||||||||
Mezzanine Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Mortgage loan face amount | $ 20,000,000 | $ 20,000,000 | ||||||||||||
Loans interest rate | 9.75% | |||||||||||||
Loans maturity date | Jan. 1, 2024 | |||||||||||||
Mortgage Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Mortgage loan face amount | 97,000,000 | |||||||||||||
Loans interest rate | 5.275% | |||||||||||||
Mortgage loans payment terms | 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. | |||||||||||||
Loans maturity date | Jan. 1, 2024 | |||||||||||||
Parent Company [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Unsecured loan, debt | $ 4,250,000 | |||||||||||||
Parent Company [Member] | CIBC Bank USA [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Line of credit amount | $ 5,000,000 | |||||||||||||
Parent Company [Member] | Unsecured Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, percentage | 12.00% | |||||||||||||
Debt Instrument, term | 2 years | |||||||||||||
Loan processing fee, percentage | 3.00% | |||||||||||||
Parent Company [Member] | Mortgage Note Payable [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Drawn from line of credit, value | $ 2,969,000 | |||||||||||||
Justice Investors Limited Partnership and Intergroup [Member] | Loan Modification Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Increased in borrowing amount | $ 10,000,000 | |||||||||||||
Current loan balance | $ 3,000,000 | |||||||||||||
Loan advance amount | $ 700,000 | |||||||||||||
Cred Reit Holdco LLC [Member] | New Mezzanine Loan Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loan amount | $ 20,000,000 | |||||||||||||
Cred Reit Holdco LLC [Member] | New Mezzanine Loan [Member] | New Mezzanine Loan Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loans interest rate | 7.25% | |||||||||||||
Mortgage loans payment terms | The prior Mezzanine Loan which had a 9.75% per annum interest rate was paid off. | |||||||||||||
Loans maturity date | Jan. 1, 2024 | |||||||||||||
Justice Investors Limited Partnership [Member] | Mezzanine Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loan amount | 20,000,000 | |||||||||||||
Justice Investors Limited Partnership [Member] | Mortgage Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loan amount | $ 97,000,000 | |||||||||||||
Woodland Village [Member] | Mortgage Note Payable [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Drawn from line of credit, value | $ 2,969,000 | |||||||||||||
Variable interest rate description | The RLOC carries a variable interest rate of 30-day LIBOR plus 3%. Interest is paid on a monthly basis. |
Related Party and Other Finan_4
Related Party and Other Financing Transactions - Schedule of Related Party and Other Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Total related party and other notes payable | $ 12,790,000 | $ 12,373,000 |
Parent Company [Member] | ||
Total related party and other notes payable | 3,700,000 | 3,000,000 |
Hilton [Member] | ||
Total related party and other notes payable | 2,850,000 | 3,008,000 |
Interstate [Member] | ||
Total related party and other notes payable | 1,521,000 | 1,646,000 |
SBA Loan - Justice [Member] | ||
Total related party and other notes payable | $ 4,719,000 | $ 4,719,000 |
Related Party and Other Finan_5
Related Party and Other Financing Transactions - Schedule of Minimum Future Lease Payments (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Related Party Transactions [Abstract] | ||
2021 | $ 262,000 | |
2022 | 508,000 | |
2023 | 188,000 | |
Total minimum lease payments | 958,000 | |
Less interest on finance lease | (57,000) | |
Present value of future minimum lease payments | $ 901,000 | $ 1,098,000 |
Related Party and Other Finan_6
Related Party and Other Financing Transactions - Schedule of Future Minimum Principal Payments (Details) | Dec. 31, 2020USD ($) |
6 Months 2021 | $ 4,299,000 |
Year 2022 | 17,390,000 |
Year 2023 | 8,651,000 |
Year 2024 | 111,413,000 |
Year 2025 | 567,000 |
Thereafter | 1,819,000 |
Long-term Debt | 144,139,000 |
Related Party and Other Notes Payable [Member] | |
6 Months 2021 | 520,000 |
Year 2022 | 9,467,000 |
Year 2023 | 750,000 |
Year 2024 | 567,000 |
Year 2025 | 567,000 |
Thereafter | 1,819,000 |
Long-term Debt | $ 13,690,000 |
Accounts Payable and Other Li_3
Accounts Payable and Other Liabilities - Justice - Schedule of Accounts Payable and Other Liabilities - Justice (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Payables and Accruals [Abstract] | ||
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 31, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | Nov. 25, 2020 | Jun. 30, 2020 |
Common stock, shares outstanding | 1,339,310 | 1,339,310 | |||
Common stock, shares issued | 1,437,138 | 1,437,138 | |||
Portsmouth Square, Inc [Member] | |||||
Shares issued price per share | $ 41 | ||||
Cash, net of income tax paid | $ 6,000,000 | ||||
Portsmouth Square, Inc [Member] | Subsequent Event [Member] | |||||
Common stock, shares outstanding | 1,339,310 | ||||
Common stock, shares issued | 1,339,310 | ||||
Dividends payable, amount per share | $ 0.38 | ||||
Justice Investors Limited Partnership and Intergroup [Member] | Loan Modification Agreement [Member] | |||||
Loan advance amount | $ 700,000 | ||||
Justice Investors Limited Partnership and Intergroup [Member] | Subsequent Event [Member] | Loan Modification Agreement [Member] | |||||
Loan advance amount | $ 2,000,000 | ||||
Less Than Ten Shareholders [Member] | |||||
Equity method investment, ownership percentage | 87.40% | ||||
Common stock, shares outstanding | 505,437 |