FORWARD-LOOKING STATEMENTS AND PROJECTIONS

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


Such statements are subject to certain risks and uncertainties. These risks and
uncertainties include, but are not limited to, the following: national and
worldwide economic conditions, including the impact of recessionary conditions
on tourism, travel and the lodging industry; the impact of terrorism and war on
the national and international economies, including tourism, securities markets,
energy and fuel costs; natural disasters; general economic conditions and
competition in the hotel industry in the San Francisco area; seasonality, labor
relations and labor disruptions; actual and threatened pandemics such as swine
flu or the outbreak of COVID-19 or similar outbreaks; partnership distributions;
the ability to obtain financing at favorable interest rates and terms;
securities markets, regulatory factors, litigation and other factors discussed
below in this Report and in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2019. These risks and uncertainties could cause
actual results to differ materially from those projected. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as to the date hereof. The Company undertakes no obligation to publicly
release the results of any revisions to those forward-looking statements, which
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.



On March 25, 2020, pursuant to Section 36 of the Securities Exchange Act of 194,
the Securities and Exchange Commission issued Order Release No. 34-88465 (the
"Order") granting exemptions to registrants subject to the reporting
requirements of the Exchange Act Section 13(a) or 15(d) due to circumstances
related to the coronavirus disease 2019 ("COVID-19"). Due to the circumstances
related to COVID-19, the Company has relied on the Order with respect to this
Quarterly Report on Form 10-Q ("Form 10-Q") for the period ended March 31, 2020.
Absent the Order, the Form 10-Q was due on May 15, 2020. The Company was unable
to file the Form 10-Q on a timely basis due to delays in the preparation and
final review of the Form 10-Q by the relevant parties within the Company, due in
part by the attention and resources the Company has focused on addressing the
severe impacts of the COVID-19 pandemic on our business and operations.



Negative Effects of COVID-19 on our Business


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



In response to the decrease in demand, we have since furloughed all managers at
the Hotel except for members of the executive team and continue to limit hourly
staff to a minimum. As of the date of this Quarterly Report, we have temporarily
closed all of our food and beverage outlets. We continue to implement social
distancing standards to keep employees and guests safe. The full impact and
duration of the COVID-19 outbreak continues to evolve as of the date of this
Quarterly Report. The pandemic effectively eliminated our ability to generate
any profits, due to the drastic decline in both leisure and business travel. As
a result, management believes the ongoing length and severity of the economic
downturn caused by the pandemic will have a material adverse impact on our
future business, financial condition, liquidity and financial results for the
fiscal year ending June 30, 2020. We are also assessing the potential impact on
the impairment analysis of our long-lived assets and the realization of our
deferred tax assets.



As a result of the Coronavirus Aid, Relief, and Economic Security Act (the
"CARES Act") signed into law on March 27, 2020, additional avenues of relief may
be available to workers and families through enhanced unemployment insurance
provisions and to small businesses through programs administered by the Small
Business Administration ("SBA"). The CARES Act includes, among other things,
provisions relating to payroll tax credits and deferrals, net operating loss
carryback periods, alternative minimum tax credits and technical corrections to
tax depreciation methods for qualified improvement property. We are currently
evaluating the impact of the provisions of the CARES Act. The CARES Act also
established a Paycheck Protection Program ("PPP"), whereby certain small
businesses are eligible for a loan to fund payroll expenses, rent, and related
costs. As described in Note 12 - Subsequent Events, on April 9, 2020, Justice
entered into a loan agreement ("SBA Loan") with CIBC Bank USA under the CARES
Act. The Company received proceeds of $4,719,000 from the SBA Loan. In
accordance with the requirements of the CARES Act, the Company will use proceeds
from the SBA Loan primarily for payroll costs. The SBA Loan is scheduled to
mature on April 9, 2022 and has 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 principle and interest are
deferred for the first six (6) months and the loan may be forgiven if the funds
are used for payroll and other qualified expenses.



  -23-







RESULTS OF OPERATIONS



As of March 31, 2020, the Company owned approximately 87.3% of the common shares
of its subsidiary, Santa Fe and Santa Fe owned approximately 68.8% of the common
shares of Portsmouth Square, Inc. InterGroup also directly owns approximately
13.5% of the common shares of Portsmouth. Historically, the Company's principal
source of revenue is derived from the investment of its subsidiary, Portsmouth,
in the Justice Investors Limited Partnership ("Justice" or the "Partnership")
inclusive of hotel room revenue, food and beverage revenue, garage revenue, and
revenue from other operating departments. Justice owns the Hotel and related
facilities, including a five-level underground parking garage. The financial
statements of Justice have been consolidated with those of the Company. However,
the impact of the COVID-19 pandemic is highly uncertain and management expects
that the ongoing length and severity of the economic downturn will have a
material adverse impact on our business, financial condition, liquidity and
financial results.



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



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



In addition to the operations of the Hotel, the Company also generates income
from the ownership and management of real estate. Properties include sixteen
apartment complexes, one commercial real estate property, and three
single-family houses as strategic investments. The properties are located
throughout the United States, but are concentrated in Texas and Southern
California. The Company also has an investment in unimproved real property. All
of the Company's residential and commercial rental operating properties are
managed in-house.



The Company acquires its investments in real estate and other investments
utilizing cash, securities or debt, subject to approval or guidelines of the
Board of Directors. The Company also invests in income-producing instruments,
equity and debt securities and will consider other investments if such
investments offer growth or profit potential.



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


The Company had net loss of $3,059,000 for the three months ended March 31, 2020
compared to net income of $1,335,000 for the three months ended March 31, 2019.
The change is primarily attributable to the decrease in Hotel revenue and
increasd loss on marketable securities.



Hotel Operations

The Company had net loss from Hotel operations of $1,061,000 for the three months ended March 31, 2020 compared to net income of $1,270,000 for the three months ended March 31, 2019. The change is primarily attributable to the decrease in Hotel revenue.





  -24-






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


For the three months ended March 31,                         2020
   2019
Hotel revenues:
Hotel rooms                                              $   9,642,000     $  13,521,000
Food and beverage                                              874,000         1,218,000
Garage                                                         650,000           652,000
Other operating departments                                     93,000            78,000
Total hotel revenues                                        11,259,000        15,469,000
Operating expenses excluding depreciation and
amortization                                               (10,060,000 )     (11,378,000 )
Operating income before interest, depreciation and
amortization                                                 1,199,000         4,091,000
Loss on disposal of assets                                           -          (398,000 )
Interest expense - mortgage                                 (1,663,000 )      (1,812,000 )

Depreciation and amortization expense                         (597,000 )        (611,000 )
Net (loss) income from Hotel operations                  $  (1,061,000 )
$   1,270,000




For the three months ended March 31, 2020, the Hotel had operating income of
$1,199,000 before interest expense, depreciation and amortization on total
operating revenues of $11,259,000 compared to operating income of $4,091,000
before interest expense, depreciation and amortization on total operating
revenues of $15,469,000 for the three months ended March 31, 2019. For the three
months ended March 31, 2020, room revenues decreased by $3,879,000, and food and
beverage revenue decreased by $344,000, compared to the three months ended March
31, 2019. The year over year decline in both areas are result of the business
interruption attributable to a variety of responses by federal, state, and local
civil authority to the COVID-19 outbreak in March 2020. Revenue from garage and
other operating departments increased mainly due to increase in cancellation
revenue.



Total operating expenses decreased by $1,318,000 due to decrease in salaries and
wages, rooms commission, credit card fees, management fees, franchise fees,

and
legal fees.



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



                                         Average           Average
        Three Months Ended March 31,    Daily Rate       Occupancy %       RevPAR

                    2020               $        242                76 %   $    184
                    2019               $        290                95 %   $    276




The Hotel's revenues decreased by 27% this quarter as compared to the previous
comparable quarter. Average daily rate decreased by $48, average occupancy
dropped 19%, and RevPAR decreased by $92 for the three months ended March 31,
2020 compared to the three months ended March 31, 2019.



Real Estate Operations



Net income from real estate operations for the three months ended March 31, 2020
decreased by $9,000 compared to the three months ended March 31, 2019 due to
increase in legal fees and repairs and maintenance expense. All of Company's
properties are managed in-house. Management continues to review and analyze the
Company's real estate operations to improve occupancy and rental rates and to
reduce expenses and improve efficiencies.



Investment Transactions



The Company had a net loss on marketable securities of $2,393,000 for the three
months ended March 31, 2020 compared to a net gain on marketable securities of
$961,000 for the three months ended March 31, 2019. For the three months ended
March 31, 2020, the Company had a net realized loss of $1,113,000 and a net
unrealized loss of $1,280,000. For the three months ended March 31, 2019, the
Company had a net realized loss of $169,000 and a net unrealized gain of
$1,130,000.



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





  -25-







The Company and its subsidiaries, Portsmouth and Santa Fe, compute and file
income tax returns and prepare discrete income tax provisions for financial
reporting. The income tax expense (benefit) during the three months ended March
31, 2020 and 2019 represent primarily the income tax effect of the pretax income
(loss) at InterGroup, Santa Fe, and Portsmouth, which includes its share in

net
income (loss) of the Hotel.


Nine Months Ended March 31, 2020 Compared to Nine Months Ended March 31, 2019


The Company had net loss of $2,035,000 for the nine months ended March 31, 2020
compared to net income of $1,341,000 for the nine months ended March 31, 2019.
The change is primarily attributable to the decrease in Hotel revenue and
increased loss on marketable securities.



Hotel Operations

The Company had net income from Hotel operations of $1,460,000 for the nine months ended March 31, 2020 compared to net income of $4,135,000 for the nine months ended March 31, 2019. The change is primarily attributable to the decrease in Hotel revenue.

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


For the nine months ended March 31,                          2020
   2019
Hotel revenues:
Hotel rooms                                              $  35,453,000     $  38,608,000
Food and beverage                                            3,521,000         4,232,000
Garage                                                       2,162,000         2,160,000
Other operating departments                                    453,000           276,000
Total hotel revenues                                        41,589,000        45,276,000
Operating expenses excluding depreciation and
amortization                                               (33,138,000 )     (33,424,000 )
Operating income before interest, depreciation and
amortization                                                 8,451,000        11,852,000
Loss on disposal of assets                                           -          (398,000 )
Interest expense - mortgage                                 (5,190,000 )      (5,423,000 )

Depreciation and amortization expense                       (1,801,000 )      (1,896,000 )
Net income from Hotel operations                         $   1,460,000
$   4,135,000

For the nine months ended March 31, 2020, the Hotel had operating income of $8,451,000 before interest, depreciation and amortization on total operating revenues of $41,589,000 compared to operating income of $11,852,000 before interest, depreciation and amortization on total operating revenues of $45,276,000 for the nine months ended March 31, 2019.





For the nine months ended March 31, 2020, room revenues decreased by $3,155,000
and food and beverage revenue decreased by $711,000. The year over year decline
in both areas are result of the business interruption attributable to a variety
of responses by federal, state, and local civil authority to the COVID-19
outbreak in March 2020. Garage revenue remained consistent year over year.
Revenue from other operating departments increased by $177,000 as a result of
increase in cancellation revenue.



Total operating expenses decreased by $286,000 due to decrease in management fees, rooms commission, and franchise fees.





The following table sets forth the average daily room rate, average occupancy
percentage and room revenue per available room ("RevPAR") of the Hotel for the
nine months ended March 31, 2020 and 2019.



                                        Average           Average
        Nine Months Ended March 31,    Daily Rate       Occupancy %       RevPAR

                   2020               $        256                91 %   $    233
                   2019               $        269                96 %   $    259




  -26-







The Hotel's total revenues decreased by 8% for the nine months ended March 31,
2020 as compared to the nine months ended March 31, 2019. Average daily rate
decreased by $13 and RevPAR decreased by $26 for the nine months ended March 31,
2020 compared to the nine months ended March 31, 2019. Average occupancy dropped
by 5% during the nine months ended March 31, 2020 versus the comparable period.



Real Estate Operations



Net income from real estate operations for the nine months ended March 31, 2020
increased by $80,000 compare to the nine months ended March 31, 2019 due to
reduction in mortgage interest and increased revenue. All of Company's
properties are managed in-house. Management continues to review and analyze the
Company's real estate operations to improve occupancy and rental rates and to
reduce expenses and improve efficiencies.



Investment Transactions



The Company had a net loss on marketable securities of $2,961,000 for the nine
months ended March 31, 2020 compared to a net loss on marketable securities of
$1,181,000 for the nine months ended March 31, 2019. For the nine months ended
March 31, 2020, the Company had a net realized loss of $1,190,000 and a net
unrealized loss of $1,771,000. For the nine months ended March 31, 2019, the
Company had a net realized gain of $353,000 and a net unrealized loss of
$1,534,000.



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


The Company and its subsidiaries, Portsmouth and Santa Fe, compute and file
income tax returns and prepare discrete income tax provisions for financial
reporting. The income tax benefit (expense) during the nine months ended March
31, 2020 and 2019 represents primarily the income tax effect of the pretax
income (loss) at InterGroup, Santa Fe, and Portsmouth, which includes its share
in net income of the Hotel.



MARKETABLE SECURITIES



The following table shows the composition of the Company's marketable securities
portfolio as of March 31, 2020 and June 30, 2019 by selected industry groups.



                                                    % of Total
      As of March 31, 2020                          Investment
         Industry Group            Fair Value       Securities

REIT's and real estate companies   $ 1,671,000             58.6 %
Basic material                         427,000             15.0 %
Corporate bonds                        360,000             12.6 %
Consumer cyclical                      105,000              3.7 %
Energy                                 101,000              3.5 %
Financial services                      86,000              3.0 %
Technology                              43,000              1.5 %
Healthcare                              39,000              1.4 %
Industrials                             21,000              0.7 %
                                   $ 2,853,000            100.0 %




                                                   % of Total
      As of June 30, 2019                          Investment
        Industry Group            Fair Value       Securities

REITs and real estate companies   $ 3,069,000             31.8 %
Consumer cyclical                   1,448,000             14.9 %
Corporate bonds                     1,420,000             14.6 %
Financial                             951,000              9.8 %
Energy                                950,000              9.8 %
Basic material                        829,000              8.5 %
Technology                            651,000              6.7 %
Industrials                           193,000              2.0 %
Healthcare                            185,000              1.9 %
                                  $ 9,696,000            100.0 %




  -27-







As of March 31, 2020, the Company's investment portfolio includes approximately
23 equity positions. The Company holds four equity securities that comprised
more than 10% of the equity value of the portfolio. The largest security
position represents 42% of the portfolio and consists of the common stock of
American Realty Investors, Inc. (NYSE: ARL), which is included in the REITs and
real estate companies' industry group.



As of June 30, 2019, the Company's investment portfolio includes approximately
29 equity positions. The Company holds three equity securities that comprised
more than 10% of the equity value of the portfolio. The largest security
position represents 18% of the portfolio and consists of the common stock of
American Realty Investors, Inc. (NYSE: ARL), which is included in the REITs and
real estate companies' industry group.



The following table shows the net gain or loss on the Company's marketable securities and the associated margin interest and trading expenses for the respective periods:





For the three months ended March 31,               2020            2019

Net (loss) gain on marketable securities $ (2,393,000 ) $ 961,000 Impairment loss on other investments

               (103,000 )      (98,000 )
Dividend and interest income                        105,000        194,000
Margin interest expense                            (114,000 )     (139,000 )
Trading and management expenses                    (142,000 )     (173,000 )
Net (loss) gain from investment transactions   $ (2,647,000 )   $  745,000



For the nine months ended March 31,         2020             2019

Net loss on marketable securities $ (2,961,000 ) $ (1,181,000 ) Impairment loss on other investments (103,000 ) (98,000 ) Dividend and interest income

                 346,000          379,000
Margin interest expense                     (366,000 )       (427,000 )
Trading and management expenses             (424,000 )       (382,000 )

Net loss from investment transactions $ (3,508,000 ) $ (1,709,000 )

FINANCIAL CONDITION AND LIQUIDITY





Historically, our cash flows have been primarily generated from our Hotel and
real estate operations. However, management expects that the ongoing length and
severity of the economic downturn, resulting from the continuing and uncertain
impact of the COVID-19 pandemic, will have a material adverse impact on our
business, financial condition, liquidity and financial results. As a result of
our Hotel's material decrease in occupancy and average daily rate, we expect our
cash flow from operations to continue to be significantly lower than historical
rates for the foreseeable future, until the pandemic resolves, and hotel
occupancies return to historical rates.



We have taken several steps to preserve capital and increase liquidity,
including the implementation of various cost saving initiatives at our Hotel.
For further discussion, see "Item 2 - Negative Effects of COVID-19 on our
Business" included in this Quarterly Report. We may also receive cash generated
from the investment of our cash and marketable securities as well as other
investments. In order to increase our liquidity positions and take advantage of
the favorable interest rate environment, we refinanced our $8,481,000 and
$2,473,000 mortgage note payables on our 151-unit apartment complex in New
Jersey in April 2020 and obtained a new mortgage in the amount of $18,370,000.
The new mortgage has a fixed interest rate of 3.17% and matures in April 2030.
We received net proceeds of approximately $6,814,000 from the refinancing. We
are also refinancing two of our California properties which are scheduled to
close in June and July 2020, and we could refinance additional multifamily
properties should the need arise; however, management does not deem it necessary
at this time. We have an uncollateralized $8,000,000 revolving line of credit
from CIBC Bank USA ("CIBC") of which $5,000,000 is available to be drawn down as
of June 18, 2020, should additional liquidity be necessary.



  -28-







As of March 31, 2020, we had cash, cash equivalents, and restricted cash of
$21,487,000 which included $11,550,000 of restricted cash held by our Hotel
senior lender Wells Fargo Bank, N.A. ("Lender"). Of the total restricted cash
held by the Lender, $7,977,000 was for furniture, fixtures and equipment
("FF&E") reserves and $2,432,000 was for a possible future property improvement
plan ("PIP") request 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.
Therefore, Justice is currently in discussions with the Lender to release the
PIP deposits to the Hotel and to allow the Hotel to utilize some or all of its
FF&E reserves to fund operating expenses as well as debt service. Additionally,
Justice has requested to temporarily pay interest only on the senior mortgage
and the suspension of the monthly FF&E reserve installment, for a combined
monthly savings in cash flow of approximately $321,000. Justice anticipates a
resolution with the Lender in regard to the aforementioned requests before
June
30, 2020.



On April 9, 2020, Justice entered into a loan agreement ("SBA Loan - Justice")
with CIBC Bank USA under the recently enacted CARES Act administered by the U.S.
Small Business Administration. The Partnership received proceeds of $4,719,000
from the SBA Loan - Justice. The SBA Loan - Justice is scheduled to mature on
April 9, 2022 and has a 1.00% interest rate. On April 27, 2020, InterGroup
entered into a loan agreement ("SBA Loan - InterGroup") with CIBC Bank USA under
the CARES Act and received loan proceeds in the amount of $453,000. The SBA Loan
- InterGroup is scheduled to mature on April 27, 2022 and has a 1.00% interest
rate. Both the SBA Loan - Justice and SBA Loan - InterGroup (collectively the
"SBA Loans"), may be forgiven if the funds are used for payroll and other
qualified expenses. The SBA Loans are subject to the terms and conditions
applicable to loans administered by the U.S. Small Business Administration under
the CARES Act. New guidance on the criteria for forgiveness continues to be
released. In accordance with the requirements of the CARES Act, Justice and
InterGroup will use proceeds from the SBA Loans primarily for payroll costs.



We cannot presently estimate the full financial impact of the unprecedented
COVID-19 pandemic on our business or predict the related federal, state and
local civil authority actions, which are highly dependent on the severity and
duration of the pandemic, but we expect that the COVID-19 closures and other
imposed restrictions will continue to have a significant adverse impact on our
results of operations. Due to the uncertainties associated with the COVID-19
pandemic and the indeterminate length of time it will affect the hospitality
industry, we have taken proactive measures to secure our liquidity position to
be able to meet our obligations for the foreseeable future, 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.



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. The Company has invested in short-term, income-producing
instruments and in equity and debt securities when deemed appropriate. The
Company's marketable securities are classified as trading with unrealized gains
and losses recorded through the consolidated statements of operations.



Our long-term liquidity requirements primarily consist of funds necessary to pay
for scheduled debt maturities and capital improvements of the Hotel and our real
estate properties. We will continue to finance our business activities primarily
with existing cash, including from the activities described above, and cash
generated from our operations. After considering our approach to liquidity and
accessing our available sources of cash, we believe that our cash position,
after giving effect to the transactions discussed above, will be adequate to
meet anticipated requirements for operating and other expenditures, including
corporate expenses, payroll and related benefits, taxes and compliance costs and
other commitments, for at least twelve months from the date of issuance of these
financial statements, even if current levels of low occupancy 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, cash provided by the SBA loans and real estate
refinancing, 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.



OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off balance sheet arrangements.





  -29-






MATERIAL CONTRACTUAL OBLIGATIONS

The following table provides a summary as of March 31, 2020, the Company's material financial obligations which also including interest payments.





                                                               3 Months            Year              Year              Year              Year
                                               Total             2020              2021              2022              2023              2024            Thereafter

Mortgage and subordinated notes payable $ 170,306,000 $ 766,000

$ 12,483,000 $ 3,095,000 $ 37,816,000 $ 107,655,000 $ 8,491,000 Other notes payable

                            8,989,000          252,000         4,001,000         1,033,000           750,000            567,000         2,386,000
Interest                                      31,722,000        2,646,000         8,596,000         8,149,000         7,013,000          3,403,000         1,915,000
Total                                      $ 211,017,000      $ 3,664,000      $ 25,080,000      $ 12,277,000      $ 45,579,000      $ 111,625,000      $ 12,792,000




IMPACT OF INFLATION



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



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

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES





Critical accounting policies are those that are most significant to the
presentation of our financial position and results of operations and require
judgments by management in order to make estimates about the effect of matters
that are inherently uncertain. The preparation of these condensed financial
statements requires us to make estimates and judgments that affect the reported
amounts in our consolidated financial statements. We evaluate our estimates on
an on-going basis, including those related to the consolidation of our
subsidiaries, to our revenues, allowances for bad debts, accruals, asset
impairments, other investments, income taxes and commitments and contingencies.
We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities. The actual results may differ from these estimates or our estimates
may be affected by different assumptions or conditions. There have been no
material changes to the Company's critical accounting policies during the nine
months ended March 31, 2020 except for the adoption of ASU 2016-02. Please refer
to the Company's Annual Report on Form 10-K for the year ended June 30, 2019 for
a summary of the critical accounting policies.

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