NEGATIVE EFFECTS OF CIVIL AUTHORITY ACTIONS ON OUR BUSINESS


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



In December 2020, due to the surge in COVID-19 cases and hospitalizations, the
Health Officer of the City and County of San Francisco has suspended or
restricted certain activities. Health Order C19-07q (the "Order") incorporates
suspensions, reductions in capacity limits, and other restrictions contained in
the Regional Stay At Home Order issued by the California Department of Public
Health on December 3, 2020. Effective December 17, 2020, the Bay Area Region,
including San Francisco, is required to comply with the State's December 3, 2020
Regional Stay-at-Home Order. The Order strongly discourages anyone in the County
from travelling for leisure, recreation, business or other purposes that can be
postponed until after the current surge. With limited exceptions, this Order
imposed a mandatory quarantine on anyone traveling, moving, or returning to the
County from anywhere outside the Bay Area. Effective January 20, 2021, Health
Order C19- 07r revised and replaced the previous Order; it continues to
temporarily prohibit certain businesses and activities from resuming but allows
certain other businesses, activities, travel and governmental functions to occur
subject to specified health and safety restrictions, limitations, and conditions
to limit the transmission of COVID-19. Quarantine and isolation requirements and
recommendations upon moving to, traveling to, or returning to the County have
not changed from the previous Order.



21







On March 24, 2021, the City and County of San Francisco announced it moved into
the orange tier which removed the suggested Shelter in Place for guests
travelling to San Francisco. This was a very positive step for the hotel
community. This tier opens up activities in the city including expanded
restaurant capacities, museums and attractions. For the hotel it allows for
guests to gather in public spaces and for outlets and amenities to open up at
limited capacities including fitness centers. It does not change the very
stringent cleaning and sanitation requirements set forth by the Health Officer
of the City and County of San Francisco which proves to be a costly measure to
maintain. Effective May 6, 2021, the City and County of San Francisco moved

into
the yellow tier guidelines.



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



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. The CARES Act also
established a Paycheck Protection Program ("PPP"), whereby certain small
businesses are eligible for a loan to fund payroll expenses, rent, and related
costs. On April 9, 2020, Justice entered into a loan agreement ("SBA Loan -
Justice") with CIBC Bank USA under the CARES Act. Justice received proceeds of
$4,719,000 from the SBA Loan - Justice. In accordance with the requirements of
the CARES Act, Justice has used all proceeds from the SBA Loan for payroll costs
and other qualified expenses. The SBA Loan - Justice was scheduled to mature on
April 9, 2022 and had a 1.00% interest rate and was subject to the terms and
conditions applicable to loans administered by the U.S. Small Business
Administration under the CARES Act. 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. As of June 30, 2021,
InterGroup had used all of the $453,000 loan proceeds in qualified payroll
expenses. The SBA Loan - InterGroup was scheduled to mature on April 27, 2022
and had a 1.00% interest rate. Both the SBA Loan - Justice and SBA Loan -
InterGroup (collectively the "SBA Loans") were forgiven in full by the SBA

as of
June 30, 2021.



On February 3, 2021, Justice entered into a second loan agreement ("Second SBA
Loan") with CIBC Bank USA administered by the SBA. Justice received proceeds of
$2,000,000 from the Second SBA Loan. As of June 30, 2021, Justice had used all
proceeds from the Second SBA Loan primarily for payroll costs. The Second SBA
Loan is scheduled to mature on February 3, 2026 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
principal and interest are deferred until either: (a) if the SBA approves the
forgiveness amount, the date the forgiveness amount is remitted by the SBA to
CIBC; or (b) if Justice does not apply for forgiveness within 10 months after
the last day of the covered period specified in the loan agreement or if the
forgiveness amount is not approved, the date that is 10 months after the last
day of the covered period. 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. Justice submitted its application
for full loan forgiveness on September 3, 2021.



RESULTS OF OPERATIONS



As of June 30, 2021, the Company owned approximately 74.9% of the common shares
of Portsmouth Square, Inc. Historically, the Company's principal sources of
revenue continues to be derived from the general and limited partnership
interests of its subsidiary, Portsmouth, in the Justice Investors limited
partnership ("Justice" or the "Partnership"), rental income from its investments
in multi-family and commercial real estate properties, and income received from
investment of its cash and securities assets. Justice owns a 544-room hotel
property located at 750 Kearny Street, San Francisco, California 94108, known as
the "Hilton San Francisco Financial District" (the "Hotel" or the "Property")
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.



22







The Hotel is operated by the Partnership as a full-service Hilton brand hotel
pursuant to a 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 reopening date, upon
completion of a major renovation, 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 in the
form of a self-exhausting, interest free note. The key money cash incentive fee
of $4,750,000 was received on July 1, 2015. As of June 30, 2021 and 2020, the
balance of the note was $3,008,000 and $3,325,000, respectively, and are
included in related party and other notes payable in the consolidated balance
sheets.



On February 1, 2017, Justice entered into a Hotel management agreement ("HMA")
with Interstate Management Company, LLC ("Interstate") to manage the Hotel with
an effective takeover date of February 3, 2017. The term of management agreement
is for an initial period of 10 years commencing on the takeover date and
automatically renews for an additional year not to exceed five years in the
aggregate subject to certain conditions. The HMA also provides for 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. As of June 30, 2020, balance of the key money including
accrued interest was $1,009,000 and is included in restricted cash in the
consolidated balance sheets. As of June 30, 2021, the key money balance was zero
as the Hotel obtained approval from Interstate to use the funds for hotel
operations during the first quarter of fiscal year 2021. As of June 30, 2021 and
2020, balance of the unamortized portion of the key money are $1,396,000 and
$1,646,000, respectively, and are included in the related party notes payable in
the consolidated balance sheets. 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.



In addition to the operations of the Hotel, the Company also generates income
from the ownership and management of its 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

in
Hawaii.



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.



Fiscal Year Ended June 30, 2021 Compared to Fiscal Year Ended June 30, 2020



The Company had a net income of $10,545,000 for the year ended June 30, 2021
compared to a net loss of $5,089,000 for the year ended June 30, 2020. Income
from operations decreased by $9,761,000 while the company recorded $12,043,000
in gains from the sale of real estate in fiscal year ended June 30, 2021 and
gains from marketable securities increased by $13,551,000 year over year.



Hotel Operations



The Company had net loss from Hotel operations of $7,450,000 for the year ended
June 30, 2021 compared to net loss of $3,768,000 for the year ended June 30,
2020. The change was primarily attributable to the $28,171,000 decrease in Hotel
revenue, offset by the $19,422,000 decrease in operating expenses and the gain
on forgiveness of debt of $4,719,000.



23






The following table sets forth a more detailed presentation of Hotel operations for the years ended June 30, 2021 and 2020.





For the year ended June 30,                             2021               2020
Hotel revenues:
Hotel rooms                                        $   12,138,000     $   36,465,000
Food and beverage                                         293,000          3,529,000
Garage                                                  2,117,000          2,368,000
Other operating departments                               120,000            477,000
Total hotel revenues                                   14,668,000         42,839,000
Operating expenses excluding depreciation and
amortization                                          (17,911,000 )      (37,333,000 )
Operating (loss) income before interest,
depreciation and amortization                          (3,243,000 )       

5,506,000
Gain on disposal of assets                                 12,000                  -
Gain on forgiveness of debt                             4,719,000                  -
Interest expense - mortgage                            (6,710,000 )       (6,885,000 )
Depreciation and amortization expense                  (2,228,000 )       (2,389,000 )
Net loss from Hotel operations                     $   (7,450,000 )   $   (3,768,000 )




For the year ended June 30, 2021, the Hotel generated operating loss of
$3,243,000 before non-recurring charges, interest, depreciation, and
amortization on total operating revenues of $14,668,000 compared to operating
income of $5,506,000 before non-recurring charges, interest, depreciation, and
amortization on total operating revenues of $42,839,000 for the year ended June
30, 2020. Room revenues decreased by $24,327,000 for the year ended June 30,
2021 compared to the year ended June 30, 2020, food and beverage revenue
decreased by $3,236,000, and revenue from garage and other decreased by
$608,000. The year over year decline in all areas are result of the business
interruption attributable to a variety of responses by federal, state, and local
civil authority to the COVID-19 outbreak in March 2020 which continues to affect
us. Revenue from other operating departments increased year over year mainly due
to increase in cancellation revenue. The following table sets forth the monthly
average occupancy percentage of the Hotel for the fiscal years ended June 30,
2021 and 2020.



   Month       July       August      September       October       November       December       January       February       March       April        May        June        Fiscal Year
   Year        2020        2020          2020          2020           2020           2020          2021           2021         2021        2021        2021        2021        2020 - 2021
  Average
Occupancy %        44 %        55 %           62 %          64 %           52 %           30 %          29 %           45 %        67 %        66 %        71 %        78 %              55 %




   Month       July       August      September       October       November       December       January       February       March       April        May        June        Fiscal Year
   Year        2019        2019          2019          2019           2019           2019          2020           2020         2020        2020        2020        2020        2019 - 2020
  Average
Occupancy %        98 %        99 %           98 %          97 %           99 %           98 %          96 %           96 %        35 %        10 %        27 %        34 %              74 %








Operating expenses decreased by $19,422,000 for the year ended June 30, 2021 to
$17,911,000 compared to the year ended June 30, 2020 of $37,333,000 primarily
due to decrease in salaries and wages, rooms commission, legal fees, food and
beverage expenses, advertising and sales expenses, credit card fees, management
fees, 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
year ended June 30, 2021 and 2020.



               For the Year        Average           Average
              Ended June 30,      Daily Rate       Occupancy %       RevPAR
                        2021     $        111                55 %   $     61
                        2020     $        248                74 %   $    183




The Hotel's revenues decreased by 65% year over year. Average daily rate
decreased by $137, average occupancy dropped 19%, and RevPAR decreased by $122
for the twelve months ended June 30, 2021 compared to the twelve months ended
June 30, 2020.



In order to provide our guests with best-in-class technology experience, we
completed the upgrade of our new internet system from Cisco including a complete
hotel re-cabling with the latest Ethernet and fiber and installed new 55" smart
4K televisions and Hilton's stay connected internet streaming products,
including Netflix streaming. We also replaced mattresses and pillows in all
guestrooms during the fiscal year ended June 30, 2020. Replacement of all
corridor floor coverings was completed in July 2021 and a guestroom carpet
replacement program commenced in June 2021 and is scheduled to be completed
prior to fiscal year ending June 30, 2022. The COVID-19 pandemic and design
delays have pushed back the plans for the conversion of the Justice offices,
Fitness Center, SPA and Executive Lounge; projects that would add 19 guest rooms
to our inventory. The long-term value of these rooms is in utilizing them as
income producing guest rooms, and we will work to implement a new timeline as
business returns. Part of this renovation will be funded by the Hotel's
furniture, fixture and equipment reserve account with our lender. Lastly, the
Hotel completed the installation of a complete exterior building maintenance
system which will enable periodic window washing, replaced and upgraded all
computers in the business center and administrative offices.



24







Real Estate Operations



Revenue from real estate operations decreased to $13,990,000 for the year ended
June 30, 2021 from $15,178,000 for the year ended June 30, 2020 primarily as a
result of allowance for doubtful accounts from delinquent rents and increased
vacancy loss as a result of the COVID-19 pandemic. Management continues to work
with its tenants as well as respective governmental entities to realize the
collection of its current delinquency. Real estate operating expenses decreased
to $7,869,000 from $8,051,000 primarily as a result of $189,000 insurance
reimbursement proceeds received due to fire damage at our property in Kentucky.
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 gain on marketable securities of $11,638,000 for the year
ended June 30, 2021 compared to a net loss on marketable securities of
$1,913,000 for the year ended June 30, 2020. For the year ended June 30, 2021
and 2020, the Company had a net unrealized gain of $1,520,000 and zero,
respectively, related to the Company's investment in the common stock of
Comstock Mining Inc. ("Comstock" - NYSE MKT: LODE).



As of June 30, 2021 and 2020, investments in Comstock represent approximately 4%
and 11% of the Company's investment portfolio, respectively. For the year ended
June 30, 2021, the Company had a net realized gain of $876,000 and a net
unrealized gain of $10,762,000. For the year ended June 30, 2020, the Company
had a net realized loss of $641,000 and a net unrealized loss of $1,272,000.



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.





During the years ended June 30, 2021 and 2020, the Company performed an
impairment analysis of its other investments and determined that its investments
had other than temporary impairment and recorded impairment losses of $119,000
and $219,000, respectively.



The Company and its subsidiary Portsmouth, compute and file income tax returns
and prepare discrete income tax provisions for financial reporting. The income
tax benefit during the years ended June 30, 2021 and 2020 represents primarily
the combined income tax effect of Portsmouth's pretax loss which includes its
share in net loss from the Hotel and the pre-tax income from InterGroup
(standalone).



MARKETABLE SECURITIES AND OTHER INVESTMENTS

As of June 30, 2021 and 2020, the Company had investments in marketable equity securities of $35,792,000 and $6,178,000, respectively. The following table shows the composition of the Company's marketable securities portfolio by selected industry groups:





                                                               % of Total
                 As of June 30, 2021                           Investment
                   Industry Group             Fair Value       Securities
           REITs and real estate companies   $ 11,624,000             32.5 %
           Energy                               6,374,000             17.8 %
           Communications Services              4,872,000             13.6 %
           Financial services                   3,873,000             10.8 %
           Industrials                          3,746,000             10.5 %
           Basic materials                      1,797,000              5.0 %
           Consumer goods                       1,702,000              4.8 %
           Healthcare                             981,000              2.7 %
           Technology                             442,000              1.2 %
           Other                                  381,000              1.1 %
                                             $ 35,792,000            100.0 %




25







                                                               % of Total
                  As of June 30, 2020                          Investment
                    Industry Group            Fair Value       Securities

            REITs and real estate companies   $ 2,365,000             38.3 %
            Basic materials                     1,209,000             19.6 %
            Energy                                767,000             12.4 %
            Industrials                           484,000              7.8 %
            Corporate bonds                       417,000              6.7 %
            Other                                 936,000             15.2 %
                                              $ 6,178,000            100.0 %




As of June 30, 2021, the Company's investment portfolio is diversified with 83
different equity positions. The Company holds two equity securities that
comprised more than 10% of the equity value of the portfolio. The two largest
security positions represent 12% and 11% of the portfolio and consists of the
common stock of DigitalBridge Group, Inc. (NASDAQ: DBRG) and ViacomCBS, Inc.
(NASDAQ: VIACP), which are included in the REITs and real estate companies and
Communications industry group, respectively.



The following table shows the net gain (loss) on the Company's marketable securities and the associated margin interest and trading expenses for the respective years.





For the years ended June 30,                   2021             2020

Net gain (loss) on marketable securities $ 11,638,000 $ (1,913,000 ) Impairment loss on other investments

           (119,000 )       (219,000 )
Dividend and interest income                    519,000          363,000
Margin interest expense                        (810,000 )       (452,000 )
Trading expenses                               (523,000 )       (545,000 )
                                           $ 10,705,000     $ (2,766,000 )

FINANCIAL CONDITION AND LIQUIDITY





Historically, our cash flows have been primarily generated from our Hotel and
real estate operations. However, the responses by federal, state, and local
civil authorities to the COVID-19 pandemic has had a material detrimental impact
on our liquidity. Our net cash flow used in operations was $20,259,000 and
$3,454,000 for fiscal years ended June 30, 2021 and June 30, 2020, respectively.
We have taken decisive actions 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. For further discussion, see "Item 7 - Negative Effects of Civil
Authority Actions on Our Business" included in this Annual Report.



The Company had cash and cash equivalents of $6,808,000 and $14,163,000 as of
June 30, 2021 and June 30, 2020, respectively. The Company had net funds
available from its investments in marketable securities of $21,456,000 as of
June 30, 2021 after $7,917,000 due to securities broker and $6,419,000
obligations for securities sold. As of June 30, 2020, the Company had net funds
available from investments in marketable securities of $4,308,000 after
$1,576,000 due to securities broker and $294,000 obligations for securities
sold. In addition, the Hotel had $8,591,000 and $5,785,000 of restricted cash
held by its senior lender Wells Fargo Bank, N.A. ("Lender") as of June 30, 2021
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.



26







We may also receive cash generated from the investment of our cash and
marketable securities, other investments, and other sources. In order to
increase our liquidity position and to take advantage of the favorable interest
rate environment, during fiscal year ended June 30, 2021, the Company refinanced
six of its California properties with various interest rates ranging from 2.52%
to 3.50% and generated net proceeds of approximately $6,762,000. The Company
refinanced its 151-unit apartment complex in Parsippany, New Jersey on April 30,
2020, generating net proceeds of $6,814,000. In June 2020, the Company
refinanced one of its California properties and generated net proceeds of
$1,144,000. We are currently evaluating other refinancing opportunities.



The Company 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 June 30, 2021.



As of June 30, 2021, we had cash, cash equivalents, and restricted cash of
$15,392,000 which included $6,222,000 of restricted cash held by our Hotel
senior lender Wells Fargo Bank, N.A. ("Lender"). During fiscal year ended June
30, 2021, Hilton confirmed that it will not require a property improvement plan
("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, on August
19, 2020, Operating received PIP deposits in the amount of $2,379,000 held by
Lender and was no longer required to make PIP installments with its debt
service. 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 - 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. In accordance with the requirements of the CARES
Act, Justice has used proceeds from the loan primarily for payroll costs. As of
June 30, 2021, Justice had used $3,568,000 in qualified expenses such as payroll
expenses, mortgage interests, utilities, etc., and had a balance of $1,151,000
available for future qualified expenses. The SBA Loan - Justice was scheduled to
mature on April 9, 2022 and had 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. As of June 30, 2021, InterGroup had used all of the $453,000 loan
proceeds in qualified payroll expenses. The SBA Loan - InterGroup was 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") were forgiven
in full on by the SBA on June 10, 2021.



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, and we expect that the COVID-19 closures and other
imposed restrictions will continue to have a significant adverse impact on our
results of operations, at least through the first and second quarters of fiscal
year 2021, if not longer. 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.



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. Additionally, the Partnership may make capital
calls to its limited partners from time to time to cover its cash needs,
according to its partnership agreement and amendments thereto. 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. On August 28, 2020, the Board of
InterGroup passed resolutions to provide funding to Portsmouth if necessary. 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.



27






MATERIAL CONTRACTUAL OBLIGATIONS

The following table provides a summary of the Company's material financial obligations which also includes interest.





                                                              Year             Year             Year             Year            Year
                                            Total             2022             2023             2024             2025            2026          Thereafter
Mortgage notes payable                  $ 181,631,000     $  3,209,000

$ 28,480,000 $ 108,418,000 $ 3,808,000 $ 1,006,000 $ 36,710,000 PPP and other notes payable

                 2,664,000     $    481,000     $    183,000     $           -     $         -     $ 2,000,000     $       

-

Related party and other notes payable 4,088,000 567,000


    567,000           567,000         567,000         567,000        1,253,000
Interest                                   29,907,000        8,821,000        8,025,000         4,802,000       1,287,000       1,172,000        5,800,000
Total                                   $ 218,290,000     $ 13,078,000     $ 37,255,000     $ 113,787,000     $ 5,662,000     $ 4,745,000     $ 43,763,000

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no material off balance sheet arrangements.





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 under the terms of
its management agreement 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





Critical accounting policies are those that are most significant to the
portrayal 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 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.

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