UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March~~September 3130, 2020

[ ]

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

For the transition period from _______ to_________

Commission File Number 0-6877

SANTA FE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA		95-2452529
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

12121 Wilshire Boulevard, Suite 610, Los Angeles, California 90025

(Address of principal executive offices) (Zip Code)

(310) 889-2500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~[X] Yes [ ] No~~

[X] Yes [ ] No

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

[X] Yes [ ] No

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

	Large accelerated filer [ ]	Accelerated filer [ ]

	Non-accelerated filer [X]	Smaller reporting company [X]

		Emerging growth company [ ]

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

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

[ ] Yes [X] No

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

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

The number of shares outstanding of registrant’s Common Stock, as of ~~June~~November 183, 2020 was 1,339,310.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2020 and June 30, 2019 (Unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2020 and June 30, 2020 (Unaudited)	3
	Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2020 and 2019 (Unaudited)	4
	Condensed Consolidated Statements of Operations for the Three Months ended September 30, 2020 and 2019 (Unaudited)	4
	Condensed Consolidated Statements of Operations for the Nine Months ended March 31, 2020 and 2019 (Unaudited)	5
	Condensed Consolidated Statements of Shareholders’ Deficit for the Three Months ended September 30, 2020 and 2019 (Unaudited)	5
	Condensed Consolidated Statements of Shareholders’ Deficit for the Nine Months ended March 31, 2020 and 2019 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Three Months ended September 30, 2020 and 2019 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended March 31, 2020 and 2019 (Unaudited)	7
	Notes to the Condensed Consolidated Financial Statements	7-18
	Notes to the Condensed Consolidated Financial Statements	8-19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19-24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20-27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	25
Item 4.	Controls and Procedures	27
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	2825
Item 1A.	Risk Factors	2825
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2925
Item 3.	Defaults Upon Senior Securities	2925
Item 4.	Mine Safety Disclosures	2925
Item 5.	Other Information	2925
Item 6.	Exhibits	2925
Signatures		3026

- 2 -

PART I

FINANCIAL INFORMATION

Item 1 - Condensed Consolidated Financial Statements

SANTA FE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

As of	~~March~~September 3130, 2020			June 30, ~~2019~~2020
ASSETS
Investment in hotel, net	$	3534,~~847~~950,000		$	3635,~~336~~369,000
Investment in real estate, net		41,~~786~~604,000			4,~~866~~759,000
Investment in marketable securities		~~526~~881,000			2870,~~679,~~000
Other investments, net		~~230~~61,000			~~351~~158,000
Cash and cash equivalents		512,~~962~~100,000			94,~~800~~724,000
Restricted cash		119,~~550~~562,000			11,~~027~~675,000
Accounts receivable - hotel, net		~~183~~66,000			~~848~~251,000
Other assets, net		1748,~~629,~~000			1,~~643~~967,000
Deferred tax assets		6,~~647~~401,000			68,~~402~~483,000
Total assets	$	6766,~~360~~373,000		$	7368,~~952~~256,000
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Liabilities:
Accounts payable and other liabilities - Justice	$	86,~~116~~938,000		$	117,~~298~~588,000
Accounts payable and other liabilities		~~502~~948,000			~~362~~432,000
Accounts payable to related party		53,~~262~~831,000			56,~~105~~197,000
Due to securities broker		-			396,000
Related party and other notes payable		7,475,000			7,604,000
Obligations for securities sold		-			625,000
Finance leases		1,015,000			1,098,000
Related party and other notes payable		7,796,000			8,221,000
Other note payable - SBA Loan		4,719,000			4,719,000
Finance leases		1,206,000			1,486,000
Mortgage notes payable - hotel, net		111,137,000			111,446,000
Mortgage notes payable - real estate		3335,~~308,~~000			3,~~315~~306,000
Mortgage notes payable - hotel, net		111,729,000			113,087,000
Total liabilities		136,398,000			142,390,000
Total liabilities		137,919,000			143,895,000
Shareholders’ deficit:
Common stock - par value $.10 per share; Authorized - 2,000,000; Issued 1,437,138 and 1,339,638; outstanding 1,339,310 and 1,241,810 as of March 31, 2020 and June 30, 2019, respectively		144,000			134,000
Common stock - par value $.10 per share; Authorized - 2,000,000; Issued 1,437,138, outstanding 1,339,310 as of September 30, 2020 and June 30, 2020, respectively		144,000			144,000
Additional paid-in capital		76,~~895~~916,000			87,~~808~~895,000
Accumulated deficit		(5249,~~959~~035,000	)		(5455,~~183~~243,000	)
Treasury stock, at cost, 97,828 shares		(951,000	)		(951,000	)
Total Santa Fe shareholders’ deficit		(4542,~~871~~926,000	)		(4648,~~192~~155,000	)
Noncontrolling interest		(2427,~~688~~099,000	)		(2325,~~751~~979,000	)
Total shareholders’ deficit		(70,~~559~~025,000	)		(6974,~~943~~134,000	)
Total liabilities and shareholders’ deficit	$	6766,~~360~~373,000		$	7368,~~952~~256,000

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

- 3 -

SANTA FE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the three months ended March 31,	2020			2019
For the three months ended September 30,	2020			2019
Revenues:
Hotel	$	113,~~259~~425,000		$	15,~~469~~429,000
Real estate		7952,000			8179,000
Total revenues		113,~~338~~477,000			15,~~550~~508,000
Costs and operating expenses:
Hotel operating expenses		(105,~~060~~033,000	)		(11,~~378~~348,000	)
Real estate operating expenses		(5335,000	)		(5234,000	)
Depreciation and amortization expense		(~~598~~574,000	)		(~~613~~596,000	)
General and administrative expense		(~~440~~938,000	)		(~~364~~324,000	)
Total costs and operating expenses		(116,~~151~~580,000	)		(12,~~407~~302,000	)
Income from operations		187,000			3,143,000
(Loss) income from operations		(3,103,000	)		3,206,000
Other income (expense):
Interest expense - mortgage		(1,~~695~~703,000	)		(1,~~838~~817,000	)
Interest expense - related party		(~~126~~105,000	)		(~~129~~131,000	)
Loss on disposal of assets		-			(398,000	)
Gain from sale of real estate		12,043,000			-
Net (loss) gain on marketable securities		(456,000	)		67,000
Net gain (loss) on marketable securities		26,000			(66,000	)
Net (loss) gain on marketable securities - Comstock		(20,000	)		207,000
Net gain (loss) on marketable securities - Comstock		70,000			(225,000	)
Impairment loss on other investments		(6438,000	)		~~(61,000~~-	)
Dividend and interest income		5227,000			~~112~~60,000
Trading and margin interest expense		(5447,000	)		(7773,000	)
Total other expense, net		(2,363,000	)		(2,117,000	)
Total other income (expense), net		10,273,000			(2,252,000	)
(Loss) income before income taxes		(2,176,000	)		1,026,000
Income before income taxes		7,170,000			954,000
Income tax benefit (expense)		582,000			(280,000	)
Income tax expense		(2,082,000	)		(243,000	)
Net (loss) income		(1,594,000	)		746,000
Net income		5,088,000			711,000
Less: Net loss (income) attributable to the noncontrolling interest		~~436~~1,120,000			(~~320~~350,000	)
Net (loss) income attributable to Santa Fe	$	(1,158,000	)	$	426,000
Net income attributable to Santa Fe	$	6,208,000		$	361,000
Basic and diluted net (loss) income per share attributable to Santa Fe	$	(0.89	)	$	0.34
Basic and diluted net income per share attributable to Santa Fe	$	4.64		$	0.29
Weighted average number of common shares outstanding - basic and diluted		1,~~301~~339,~~810~~310			1,241,810

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

- 4 -

SANTA FE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the nine months ended March 31,	2020			2019
Revenues:
Hotel	$	41,589,000		$	45,276,000
Real estate		237,000			242,000
Total revenues		41,826,000			45,518,000
Costs and operating expenses:
Hotel operating expenses		(33,138,000	)		(33,424,000	)
Real estate operating expenses		(135,000	)		(170,000	)
Depreciation and amortization expense		(1,807,000	)		(1,902,000	)
General and administrative expense		(1,050,000	)		(843,000	)
Total costs and operating expenses		(36,130,000	)		(36,339,000	)
Income from operations		5,696,000			9,179,000
Other income (expense):
Interest expense - mortgage		(5,229,000	)		(5,562,000	)
Interest expense - related party		(384,000	)		(375,000	)
Loss on asset disposal		-			(398,000	)
Net loss on marketable securities		(553,000	)		(330,000	)
Net loss on marketable securities - Comstock		(293,000	)		(134,000	)
Impairment loss on other investments		(64,000	)		(61,000	)
Dividend and interest income		158,000			150,000
Trading and margin interest expense		(191,000	)		(257,000	)
Total other expense, net		(6,556,000	)		(6,967,000	)
(Loss) income before income taxes		(860,000	)		2,212,000
Income tax benefit (expense)		244,000			(769,000	)
Net (loss) income		(616,000	)		1,443,000
Less: Net income attributable to the noncontrolling interest		(66,000	)		(977,000	)
Net (loss) income attributable to Santa Fe Financial Corporation	$	(682,000	)	$	466,000
Basic and diluted net (loss) income per share attributable to Santa Fe Financial Corporation	$	(0.54	)	$	0.38
Weighted average number of common shares outstanding - basic and diluted		1,261,665			1,241,810

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

-5-

SANTA FE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

														Total
					Additional									Total Santa Fe						Total
					Additional									Santa Fe						Total
	Common Stock				Paid-in			Accumulated			Treasury			Shareholders’			Noncontrolling			Shareholders’
	Shares		Amount		Capital			Deficit			Stock			Deficit			Interest			Deficit
Balance at July 1, 2019		1,339,638	$	134,000	$	8,808,000		$	(54,183,000	)	$	(951,000	)	$	(46,192,000	)	$	(23,751,000	)	$	(69,943,000	)
Balance at July 1, 2020		1,437,138	$	144,000	$	7,895,000		$	(55,243,000	)	$	(951,000	)	$	(48,155,000	)	$	(25,979,000	)	$	(74,134,000	)
Net income		-		-		-			361,000			-			361,000			350,000			711,000
Net income (loss)		-		-		-			6,208,000			-			6,208,000			(1,120,000	)		5,088,000
Balance at September 30, 2019		1,339,638	$	134,000	$	8,808,000		$	(53,822,000	)	$	(951,000	)	$	(45,831,000	)	$	(23,401,000	)	$	(69,232,000	)
Investment in Woodland		-		-		(979,000	)		-			-			(979,000	)		-			(979,000	)
Net income		-		-		-			115,000			-			115,000			152,000			267,000
Balance at September 30, 2020		1,437,138	$	144,000	$	6,916,000		$	(49,035,000	)	$	(951,000	)	$	(42,926,000	)	$	(27,099,000	)	$	(70,025,000	)
Balance at December 31, 2019		1,339,638	$	134,000	$	8,808,000		$	(53,707,000	)	$	(951,000	)	$	(45,716,000	)	$	(23,249,000	)	$	(68,965,000	)
Net loss		-		-		-			(1,158,000	)		-			(1,158,000	)		(436,000	)		(1,594,000	)
Investment in Woodland		97,500		10,000		(913,000	)		1,906,000			-			1,003,000			(1,003,000	)		-
Balance at March 31, 2020		1,437,138	$	144,000	$	7,895,000		$	(52,959,000	)	$	(951,000	)	$	(45,871,000	)	$	(24,688,000	)	$	(70,559,000	)

													Total
					Additional								Total Santa Fe						Total
					Additional								Santa Fe						Total
	Common Stock				Paid-in		Accumulated			Treasury			Shareholders’			Noncontrolling			Shareholders’
	Shares		Amount		Capital		Deficit			Stock			Deficit			Interest			Deficit
Balance at July 1, 2018		1,339,638	$	134,000	$	8,808,000	$	(57,442,000	)	$	(951,000	)	$	(49,451,000	)	$	(24,606,000	)	$	(74,057,000	)
Balance at July 1, 2019		1,339,638	$	134,000	$	8,808,000	$	(54,183,000	)	$	(951,000	)	$	(46,192,000	)	$	(23,751,000	)	$	(69,943,000	)
Net income		-		-		-		~~566~~361,000			-			~~566~~361,000			~~501~~350,000			1711,~~067,~~000
Balance at September 30, 2018		1,339,638	$	134,000	$	8,808,000	$	(56,876,000	)	$	(951,000	)	$	(48,885,000	)	$	(24,105,000	)	$	(72,990,000	)
Balance at September 30, 2019		1,339,638	$	134,000	$	8,808,000	$	(53,822,000	)	$	(951,000	)	$	(45,831,000	)	$	(23,401,000	)	$	(69,232,000	)
Net (loss) income		-		-		-		(526,000	)		-			(526,000	)		156,000			(370,000	)
Balance at December 31, 2018		1,339,638	$	134,000	$	8,808,000	$	(57,402,000	)	$	(951,000	)	$	(49,411,000	)	$	(23,949,000	)	$	(73,360,000	)
Net income		-		-		-		426,000			-			426,000			320,000			746,000
Balance at March 31, 2019		1,339,638	$	134,000	$	8,808,000	$	(56,976,000	)	$	(951,000	)	$	(48,985,000	)	$	(23,629,000	)	$	(72,614,000	)

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

-6 5 -

SANTA FE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the nine months ended March 31,	2020			2019
For the three months ended September 30,	2020			2019
Cash flows from operating activities:
Net (loss) income	$	(616,000	)	$	1,443,000
Net income	$	5,088,000		$	711,000
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Net unrealized loss on marketable securities		576,000			665,000
Gain on sale of real estate		(12,043,000	)		-
Loss on disposal of assets		-			398,000
Net unrealized loss on marketable securities		(73,000	)		287,000
Impairment loss on other investments		6438,000			~~61,000~~-
Deferred taxes		~~(244~~2,082,000	)		~~769,000~~-
Depreciation and amortization		1505,~~672,~~000			1586,~~770,~~000
Changes in operating assets and liabilities:
Investment in marketable securities		162,~~577,~~000			~~458~~40,000
Accounts receivable		~~665~~185,000			1(95,~~187,~~000	)
Other assets		141,219,000			~~(154~~237,000	)
Accounts payable and other liabilities - Justice		(3650,~~182,~~000	)		(2540,~~130,~~000	)
Accounts payable and other liabilities		~~140~~516,000			~~(18~~272,000	)
Accounts payable related party		~~157~~(2,366,000	)		~~417~~242,000
Due to securities broker		~~(396,000~~-	)		(~~122~~83,000	)
Obligations for securities sold		~~(625,000~~-	)		~~(481~~48,000	)
Net cash (used in) provided by operating activities		(~~198~~5,437,000	)		41,~~263~~705,000
Cash flows from investing activities:
Payments for hotel and real estate investments		(1105,~~205,~~000	)		(~~992~~623,000	)
Payments for real estate		(3,000	)		-
Net proceeds from sale of real estate		14,516,000			-
Proceeds from other investments		5759,000			6223,000
Net cash used in investing activities		(1,151,000	)		(930,000	)
Investment in Woodland		(317,000	)		-
Net cash provided by (used in) investing activities		14,153,000			(600,000	)
Cash flows from financing activities:
Net payments of mortgage and other notes payable		(13,~~966~~453,000	)		(1973,~~020,~~000	)
Net cash used in financing activities		(13,~~966~~453,000	)		(1973,~~020,~~000	)
Net (decrease) increase in cash and cash equivalents:		(3,315,000	)		2,313,000
Net increase in cash and cash equivalents:		5,263,000			132,000
Cash, cash equivalents and restricted cash at the beginning of the period		2016,~~827~~399,000			1420,~~766~~827,000
Cash, cash equivalents and restricted cash at the end of the period	$	1721,~~512~~662,000		$	1720,~~079~~959,000
Supplemental information:
Interest paid	$	51,~~648~~808,000		$	61,~~013~~966,000
Taxes paid	$	2,000		$	~~47,000~~-
Non-cash transaction:
Additions to Hotel equipment through capital lease	$	30,000		$	~~71,000~~-

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

-7 6 -

SANTA FE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements included herein have been prepared by Santa Fe Financial Corporation (“Santa Fe” or the “Company”), without audit, according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures that are made are adequate to make the information presented not misleading. Further, the condensed consolidated financial statements reflect, in the opinion of management, all adjustments (which included only normal recurring adjustments) necessary for a fair statement of the financial position, cash flows and results of operations as of and for the periods indicated. It is suggested that these financial statements be read in conjunction with the audited financial statements of Santa Fe and the notes therein included in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2019~~2020. The ~~March~~September 3130, 2020 Condensed Consolidated Balance Sheet was derived from the Consolidated ~~Balance~~ Balance Sheet as included in the Company’s Form 10-K for the year ended June 30, ~~2019~~2020.

The results of operations for the ~~nine~~three months ended ~~March~~September 3130, 2020 are not necessarily indicative of results to be expected for ~~the~~ the full fiscal year ending June 30, ~~2020~~2021.

~~Santa~~As Feof ~~owns~~September 30, 2020, approximately 6883.87% of the outstanding common ~~shares~~stock of ~~Portsmouth~~Santa ~~Square,~~Fe ~~Inc.~~was owned by The InterGroup Corporation (“~~Portsmouth~~InterGroup”), a public company ~~(OTC~~ ~~Market Inc.’s Pink~~(NASDAQ: ~~PRSI~~INTG). ~~The~~As ~~Company~~of ~~generates~~September ~~income~~30, ~~from~~2020, ~~the~~InterGroup ~~ownership~~also ~~and~~has ~~management~~the ofpower ~~real~~to ~~estate.~~vote ~~On December~~an ~~31,~~approximately ~~1997,~~3.7% interest in the ~~Company~~common ~~acquired~~stock ain ~~controlling~~Santa ~~55.4%~~Fe ~~interest~~owned inby ~~Intergroup~~its ~~Woodland~~Chairman ~~Village~~and CEO, ~~Inc~~John V. ~~(“Woodland~~Winfield, ~~Village”)~~pursuant to a voting ~~from~~trust ~~The~~agreement ~~InterGroup~~entered ~~Corporation~~into ~~(“InterGroup”)~~on June 30, a1998. ~~public~~Mr. ~~company~~Winfield, ~~(NASDAQ~~Chairman ~~Capital~~of ~~Market:~~the ~~INTG).~~Board ~~Woodland~~of ~~Village’s major~~both ~~asset~~Santa Fe and InterGroup, is a ~~27-unit~~control person ~~apartment~~of ~~complex~~both ~~located~~entities. inAs ~~Santa~~of ~~Monica~~September 30, ~~California.~~2020, Santa Fe ~~also~~owned ~~owns~~approximately 68.8% of the outstanding common stock of Portsmouth Square, Inc. (“Portsmouth”), a ~~two-unit~~public ~~apartment~~company ~~building~~(OTC Market Inc.’s Pink: PRSI). InterGroup also directly owns inapproximately ~~West~~13.7% ~~Los~~of ~~Angeles,~~the ~~California~~common stock of Portsmouth.

OnThe ~~February~~Company’s 5,principal ~~2020,~~source ~~the Santa Fe entered into a Contribution Agreement (the “Contribution Agreement”) with InterGroup, pursuant to which InterGroup received 97,500 shares~~ of ~~common~~operating ~~stock,~~revenue ~~par~~has ~~value $0.10 per share~~been, ofand ~~Santa~~continues ~~Fe, in exchange for InterGroup’s contribution~~ to ~~Santa Fe of 4~~be,~~460~~ ~~shares~~derived offrom ~~common stock (~~the ~~“Common~~management ~~Stock”)~~ of ~~Woodland~~its ~~Village Inc~~68. ~~(the “Transaction”).~~8% ~~As a result of the contribution, Woodland Village has become a wholly~~ owned subsidiary ~~of Santa Fe. Before the issuance of the stock referenced in the preceding sentence~~, ~~InterGroup had the power to vote 86~~Portsmouth.3% ofPortsmouth’s ~~the~~primary ~~voting~~business ~~shares~~is ofconducted ~~Santa~~through ~~Fe,~~its ~~which~~general ~~includes the~~and ~~power~~limited topartnership ~~vote an approximately 4%~~ interest in ~~the~~Justice ~~common~~Investors ~~stock~~Limited inPartnership ~~Santa~~(“Justice” Feor ~~owned by~~ the ~~Company’s Chairman and CEO~~“Partnership”), ~~John~~ ~~V. Winfield, pursuant to~~ a ~~voting~~California ~~trust~~limited ~~agreement entered into on June 30, 1998~~partnership. ~~Subsequent to this issuance, InterGroup~~ ~~has~~Portsmouth ~~the~~controls ~~power~~approximately ~~to vote 87~~93.3% of the ~~issued~~voting ~~and outstanding common stock of Santa Fe, which includes the power to vote an approximately 3.7%~~ interest in ~~the~~Justice ~~common~~and ~~stock~~is ~~in Santa Fe under~~ the ~~aforementioned~~sole ~~voting~~general ~~trust~~partner ~~agreement.~~of MrJustice. ~~Winfield,~~The ~~Chairman~~financial statements of ~~the~~Justice ~~Board of~~are ~~both~~consolidated ~~InterGroup~~with ~~and~~those ~~Santa Fe, is a control person~~ of ~~both~~the ~~entities~~Company.

OnJustice, ~~February~~through 5,its ~~2020,~~subsidiaries ~~after~~Justice ~~review~~Operating byCompany, anLLC ~~independent~~(“Operating”) ~~director~~and ofJustice ~~the~~Mezzanine Company, ~~and~~LLC by(“Mezzanine”) owns ~~the~~and ~~unanimous~~operates ~~vote~~a of544-room ~~all~~hotel ~~directors~~property oflocated ~~the~~at ~~Company (with~~750 ~~Mr.~~Kearny ~~Winfield abstaining)~~Street, ~~the~~San ~~Board~~Francisco ~~approved~~California, ~~the~~known ~~entry~~as ~~into~~ the ~~Contribution~~Hilton ~~Agreement~~San ~~and the consummation of the Transaction.~~Francisco ~~The~~Financial ~~Company’s~~District ~~Board approved~~ (the ~~Transaction~~“Hotel”) ~~after~~and ~~the~~related ~~receipt~~facilities ofincluding a ~~fairness opinion from a third~~five-~~party~~level ~~independent~~underground ~~firm~~parking garage. Mezzanine ~~The~~is ~~Board~~a ~~was~~wholly ~~first~~owned ~~made~~subsidiary ~~aware~~ of the ~~Transaction~~Partnership; inOperating ~~early~~is ~~January~~a ~~2020,~~wholly ~~received~~owned ~~information~~subsidiary toof ~~review~~Mezzanine. onMezzanine oris ~~about~~the ~~January 17,~~borrower ~~2020~~under ~~and~~certain ~~was~~mezzanine ~~given~~indebtedness ~~multiple~~of ~~opportunities~~Justice, toand ~~discuss~~in December 2013, the ~~materials~~Partnership ~~with~~conveyed ~~management~~ownership ~~before~~of the ~~February~~Hotel 5,to ~~2020 Board meeting~~Operating. The ~~Contribution~~Hotel ~~Agreement~~is ~~also~~operated ~~contains~~by athe ~~provision~~partnership ~~for~~as a ~~potential~~full-service ~~subsequent~~Hilton ~~earn~~brand ~~out~~hotel pursuant to ~~InterGroup~~a ~~pursuant~~Franchise toLicense ~~terms~~Agreement ~~set~~with ~~forth~~HLT ~~therein~~Franchise Holding LLC (“Hilton”) through January 31, 2030.

~~InterGroup~~Justice ~~also~~entered ~~directly~~into ~~owns~~a ~~approximately~~Hotel ~~13.5%~~management ofagreement (“HMA”) with Interstate Management Company, LLC (“Interstate”) to manage the ~~common~~Hotel, ~~stock~~along with its five-level parking garage, with an effective takeover date of ~~Portsmouth~~February 3, 2017. ~~Portsmouth’s~~The term of ~~primary~~the ~~business~~management agreement is ~~conducted~~for ~~through~~an ~~its~~initial ~~general~~period ~~and~~of ~~limited~~ten ~~partnership~~years ~~interest~~commencing inon ~~Justice~~the ~~Investors~~takeover ~~Limited~~date ~~Partnership;~~and ~~a California~~automatically ~~limited~~renews ~~partnership~~for successive one (~~“Justice”~~1) oryear periods, to not exceed five years in the ~~“Partnership”).~~aggregate, ~~Portsmouth~~subject ~~controls~~to 93certain conditions.3% Under the terms of the HMA, base ~~voting~~management ~~interest~~fee inpayable ~~Justice~~to ~~and~~Interstate isshall ~~the~~be ~~sole~~one ~~general~~and ~~partner~~seven-tenths percent (1.70%) ~~The~~of ~~financial~~total ~~statements~~Hotel ofrevenue. ~~Justice~~On ~~are~~October ~~consolidated~~25, 2019, Interstate merged with ~~those~~Aimbridge ofHospitality, North America’s largest independent hotel management firm. With the completion ~~Portsmouth~~of the merger, the newly combined company will be positioned under the Aimbridge Hospitality name in the Americas.

The Company owns a 2-8-unit apartment complex located in West Los Angeles, California through its wholly owned subsidiary 614 Acanto Properties, Inc. (“Acanto”).

~~Justice, through its subsidiaries Justice Operating Company, LLC (“Operating”) and Justice Mezzanine Company, LLC (“Mezzanine”) owns and operates a 544~~-~~room~~ ~~hotel~~7 ~~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~~The ~~entered into a Hotel management agreement (“HMA”) with Interstate Management~~ Company, ~~LLC~~also ~~(“Interstate”) to~~derives ~~manage~~income from the ~~Hotel,~~investment ~~along~~of ~~with~~ its ~~five-level~~cash ~~parking~~and ~~garage,~~investment ~~with~~securities ~~an effective takeover date of February 3, 2017~~assets. The ~~term~~Company ~~of the~~has ~~management~~invested ~~agreement~~in ~~is for an initial period of ten years commencing on the takeover date and automatically renews for successive~~income-producing ~~one (1) year periods~~instruments, toequity ~~not exceed five years in the aggregate, subject to certain conditions. Under the terms on the HMA, base management fee payable to Interstate shall be one~~ and ~~seven-tenths~~debt ~~percent (1~~securities.~~70%)~~ ofSee ~~total~~Item ~~Hotel revenue~~2. ~~On October 25, 2019, Interstate merged with Aimbridge Hospitality, North America~~Management’s ~~largest~~Discussion ~~independent~~and ~~hotel~~Analysis ~~management~~of ~~firm.~~Financial ~~With~~Condition ~~the~~and ~~completion~~Results of ~~the~~Operations ~~merger,~~for ~~the~~a ~~newly~~discussion ~~combined~~of ~~company will be positioned under~~ the ~~Aimbridge~~Company’s ~~Hospitality~~marketable ~~name~~securities inand ~~the~~other ~~Americas~~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 ~~benefit (~~expense) during the ~~nine~~three months ended ~~March~~September 3130, 2020 and 2019 represent the income tax effect on the Company’s pretax ~~(loss)~~ income which includes its share in the net (loss) income of the Hotel.

We have considered the income tax accounting and disclosure implications of the relief provided by the Coronavirus Aid, Relief, and Economic Security (CARES) Act enacted on March 27, 2020. The effect of tax law changes is required to be recognized either in the interim period in which the legislation is enacted or reflected in the computation of the annual effective tax rate, depending on the nature of the change. As of March 31, 2020, we evaluated the income tax provisions of the CARES Act and have determined there to be no material effect on the March 31, 2020 tax provision. We will continue to evaluate the income tax provisions of the CARES Act and monitor the tax law changes that could have income tax accounting and disclosure implications.

Financial Condition and Liquidity

Historically, our cash flows have been primarily generated from our Hotel 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, other investments, and other sources, including financing from our parent company, InterGroup. Subsequent to March 31, 2020, in order to increase its liquidity positions and take advantage of the favorable interest rate environment, InterGroup refinanced its 151-unit apartment complex in Parsippany, New Jersey, generating net proceeds of approximately $6,814,000. InterGroup is also currently refinancing two of its California properties scheduled to close in June and July 2020, and it could refinance additional multifamily properties should the need arise; however, InterGroup does not deem it necessary at this time. InterGroup has 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.

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As of March 31, 2020, we had cash, cash equivalents, and restricted cash of $17,512,000 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, $7,977,000 was held for furniture, fixtures and equipment (“FF&E”) reserves and $2,432,000 was held 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”) with CIBC Bank USA under the recently enacted 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 will use the 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. The loan may be forgiven if the funds are used for payroll and other qualified expenses. New guidance on the criteria for forgiveness continues to be released.

We may also have financing availability, upon the authorization of the respective board of directors, to borrow from InterGroup to meet our obligations during the next twelve months and beyond, should the need arise.

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. 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 loan, 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.

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

			3 Months		Year		Year		Year		Year
	Total		2020		2021		2022		2023		2024		Thereafter
Mortgage notes payable	$	115,964,000	$	366,000	$	4,525,000	$	1,642,000	$	1,732,000	$	107,403,000	$	296,000
Related party and other notes payable		9,002,000		250,000		1,016,000		4,033,000		750,000		567,000		2,386,000
Interest		24,609,000		2,160,000		6,777,000		6,295,000		6,184,000		3,080,000		113,000
Total	$	149,575,000	$	2,776,000	$	12,318,000	$	11,970,000	$	8,666,000	$	111,050,000	$	2,795,000

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~~ 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 3 4 and Note 10 for balances of finance lease ROU assets and liabilities, respectively.

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

~~NOTE~~In 2August –2018, ~~REVENUE~~the FASB issued Accounting Standard Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) (ASU 2018-13), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The Company has adopted the new standard effective July 1, 2020 and the adoption of this guidance does not have a material impact on its condensed consolidated financial statements.

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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 three months ended September 30, 2020, our net cash flow used in operations was $5,437,000. For the three months ended September 30, 2019, our net cash flow provided by operations was $1,705,000. 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 Hotel had $9,562,000 and $10,666,000 of restricted cash held by its senior lender Wells Fargo Bank, N.A. (“Lender”) as of September 30, 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. 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 September 30, 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.

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. 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 September 30, 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. The Company included the gain in the calculation of tax provision for the three months ended September 30, 2020. 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 93.3% 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. 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.

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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 September 30, 2020, the Company’s material financial obligations which also including interest payments:

			9 Months		Year		Year		Year		Year
	Total		2021		2022		2023		2024		2025		Thereafter
Mortgage notes payable	$	112,258,000	$	1,185,000	$	1,642,000	$	1,732,000	$	107,403,000	$	11,000	$	285,000
Related party and other notes payable		13,245,000		854,000		8,767,000		750,000		567,000		567,000		1,740,000
Interest		21,495,000		5,423,000		6,303,000		6,192,000		3,465,000		11,000		101,000
Total	$	146,998,000	$	7,462,000	$	16,712,000	$	8,674,000	$	111,435,000	$	589,000	$	2,126,000

NOTE 3 – REVENUE

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

For the three months ended March 31,	2020		2019
For the three months ended September 30,	2020		2019
Hotel revenues:
Hotel rooms	$	92,~~642~~890,000	$	13,~~521~~314,000
Food and beverage		~~874~~37,000		1,~~218~~222,000
Garage		~~650~~470,000		~~652~~736,000
Other operating departments		9328,000		78157,000
Total hotel revenue	$	113,~~259~~425,000	$	15,~~469~~429,000

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 revenue	$	41,589,000	$	45,276,000

-11-

Performance obligations

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

●	Cancelable room reservations or ancillary services are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs.

●	Noncancelable room reservations and banquet or conference reservations represent a series of distinct goods or services provided over time and satisfied as each distinct good or service is provided, which is reflected by the duration of the room reservation.

●	Other ancillary goods and services are purchased independently of the room reservation at standalone selling prices and are considered separate performance obligations, which are satisfied when the related good or service is provided to the hotel guest.

●	Components of package reservations for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above.

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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 ~~March~~September 3130, 2020 and June 30, ~~2019~~2020 other than trade and other receivables, net on on our condensed consolidated balance sheets. Our receivables are primarily the result of contracts with customers, which are ~~reduced~~ 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 $~~404~~263,000 as of ~~March~~September 3130, 2020, from $1375,~~215,~~000 as of June 30, ~~2019~~2020. The decrease for the ~~nine~~three months ended ~~March~~September 3130, 2020 ~~was~~ was primarily driven by $~~811~~112,000 revenue recognized ~~that~~and ~~was~~refunds ~~included~~issued into ~~the~~guests ~~advanced~~as ~~deposits~~a ~~balance~~result as of ~~June~~the ~~30,~~COVID-19 ~~2019~~outbreak.

-12-

Contract costs

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

~~NOTE 3~~- –11 ~~INVESTMENT IN HOTEL, NET~~-

NOTE 4 – INVESTMENT IN HOTEL, NET

Investment in hotel consisted of the following as of:

Accumulated

Net Book

March 31, 2020

Cost

Depreciation

Value

September 30, 2020

Cost

Depreciation

Value

Land

1,896,000

Finance lease ROU assets

1,~~746~~805,000

(~~213~~368,000

)

1,~~533~~437,000

Furniture and equipment

30,~~472~~634,000

(27,~~358~~631,000

)

3,~~114~~003,000

Building and improvements

59,467,000

(30,~~163~~853,000

)

2928,~~304~~614,000

Investment in Hotel, net

93,~~581~~802,000

(5758,~~734~~852,000

)

3534,~~847~~950,000

~~Accumulated~~

Accumulated

~~Net Book~~

Net Book

June 30, 2019

Cost

Depreciation

Value

June 30, 2020

Cost

Depreciation

Value

Land

1,896,000

Finance lease ROU assets

~~521~~1,775,000

(35291,000

)

~~486~~1,484,000

Furniture and equipment

30,~~585~~528,000

(2627,~~841~~498,000

)

3,~~744~~030,000

Building and improvements

59,~~341~~467,000

(2930,~~131~~508,000

)

3028,~~210~~959,000

Investment in Hotel, net

9293,~~343~~666,000

(5658,~~007~~297,000

)

3635,~~336~~369,000

NOTE 45 – INVESTMENT IN REAL ESTATE, NET

The Company owns and operates a 2-unit ~~and 27-unit multi-family~~ apartment ~~complexes~~complex located in West Los Angeles, California ~~and Santa Monica, California, respectively~~. The Company also owns land held for development located in Maui, Hawaii. Investment in real estate consisted of the following:

As of	~~March~~September 3130, 2020			June 30, ~~2019~~2020
Land	$	2433,~~430,~~000		$	2,430,000
Buildings, improvements and equipment		2408,~~921,~~000			2,922,000
Accumulated depreciation		(1217,~~545,~~000	)		(1,~~463~~573,000	)
		3,806,000			3,889,000
		624,000			3,779,000
Land held for development		980,000			~~977~~980,000
Investment in real estate, net	$	41,~~786~~604,000		$	4,~~866~~759,000

~~NOTE~~On 5August –28, ~~INVESTMENT~~2020, INSanta ~~MARKETABLE~~Fe ~~SECURITIES~~sold its 27-unit apartment complex located in Santa Monica, ~~NET~~California for $15,650,000 and realized a gain on the sale of approximately $12,043,000. The Company included the gain in the calculation of tax provision for the three months ended September 30, 2020. 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.

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.

-13 12 -

At ~~March~~September 3130, 2020 and June 30, ~~2019~~2020, all of the Company’s marketable securities are classified as trading securities. The ~~change~~ change in the unrealized gains and losses on these investments are included in earnings. Trading securities are summarized as follows:

Gross

Net

Fair

Investment

Cost

Unrealized Gain

Unrealized Loss

~~Fair~~ Value

As of March 31, 2020

As of September 30, 2020

Corporate

Equities

5,~~741~~727,000

84102,000

(54,~~299~~948,000

)

(54,~~215~~846,000

)

~~526~~881,000

As of June 30, 2019

As of June 30, 2020

Corporate

Equities

105,~~922~~788,000

~~449~~108,000

(85,~~692~~026,000

)

(84,~~243~~918,000

)

2870,~~679,~~000

As of ~~March~~September 3130, 2020, and June 30, ~~2019~~2020, approximately 4166% and 1959%, respectively, of the investment marketable securities balance above is comprised of the common stock of Comstock Mining, Inc. (“Comstock” – NYSE AMERICAN: LODE).

As of ~~March~~September 3130, 2020, and June 30, ~~2019~~2020, the Company had $54,~~291~~948,000 and $85,~~617~~015,000, respectively, of unrealized losses related to to securities held for over one year.; As of ~~March~~which ~~31, 2020, and June 30, 2019, unrealized losses related to the Company’s investment in Comstock were~~ $54,~~221~~859,000 and $84,~~556~~928,000, ~~respectively.~~are ~~For the nine months ended March 31, 2020, the decrease in unrealized losses is a result of reclassing $3,628,000 of net unrealized gain~~ related to ~~Comstock~~its ~~that~~investment ~~was included~~ in ~~the cost basis as of June 30~~Comstock, ~~2019~~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 nine~~ months ended ~~March~~September 3130, 2020 ~~and~~ and 2019, respectively.

For the three months ended March 31,	2020			2019
For the three months ended September 30,	2020			2019
Realized loss on marketable securities, net	$	(316,000	)	$	(89,000	)
Realized gain (loss) on marketable securities, net	$	24,000		$	(4,000	)
Unrealized (loss) gain on marketable securities, net		(140,000	)		156,000
Unrealized gain (loss) on marketable securities, net		2,000			(62,000	)
Unrealized (loss) gain on marketable securities related to Comstock		(20,000	)		207,000
Unrealized gain (loss) on marketable securities related to Comstock		70,000			(225,000	)
Net (loss) gain on marketable securities	$	(476,000	)	$	274,000
Net gain (loss) on marketable securities	$	96,000		$	(291,000	)

For the nine months ended March 31,	2020			2019
Realized (loss) gain on marketable securities, net	$	(269,000	)	$	201,000
Unrealized loss on marketable securities, net		(284,000	)		(531,000	)
Unrealized loss on marketable securities related to Comstock		(293,000	)		(134,000	)
Net loss on marketable securities	$	(846,000	)	$	(464,000	)

NOTE 7 – OTHER INVESTMENTS, NET

~~NOTE~~The 6Company –may ~~OTHER~~also ~~INVESTMENTS~~invest, ~~NET~~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.

The Company may also invest, with the approval of the 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 balance sheet as part of other investments, net of other than temporary impairment losses.

-14-

Other investments, net consist of the following:

Type	~~March~~September 3130, 2020		June 30, ~~2019~~2020
Private equity hedge fund, at cost	$	~~169~~59,000	$	~~233~~97,000
Other investments		612,000		~~118~~61,000
	$	~~230~~61,000	$	~~351~~158,000

NOTE 78 – 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).

- 13 -

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

As of	~~3/31/~~September 30, 2020		6/June 30~~/2019~~, 2020
Assets:	Total - Level 1		Total - Level 1
Investment in marketable securities:
Basic materials	$	~~262~~628,000	$	~~537~~575,000
REITs and real estate companies		~~258~~250,000		~~816~~253,000
Consumer cyclical		3,000		636,000
Industrials		3,000		3,000
Energy		-		~~286~~39,000
Financial services		-		331,000
	$	881,000	$	870,000
Other		3,000		73,000
	$	526,000	$	2,679,000

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 nine months
Assets	Level 3		September 30, 2020		Net loss for the three months ended September 30, 2020
Assets	Level 3		March 31, 2020		ended March 31, 2020
Other non-marketable investments	$	61,000	$	61,000	$	(38,000	)
Other non-marketable investments	$	230,000	$	230,000	$	(64,000	)

					Net loss for the nine months
Assets		Level 3		June 30, 2020		Net loss for the three months ended September 30, 2019
Assets	Level 3		June 30, 2019		ended March 31, 2019
Other non-marketable investments	$	158,000	$	158,000	$	-
Other non-marketable investments	$	351,000	$	351,000	$	(61,000	)

For the ~~nine~~three months ended ~~March~~September 3130, 2020 and 2019, we received distribution from other non-marketable investments of $5759,000 and $6223,000, 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.

~~-15-~~NOTE 9 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH

NOTE 8 – 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	~~3/31/~~September 30, 2020		6/June 30~~/2019~~, 2020
Cash and cash equivalents	$	512,~~962~~100,000	$	94,~~800~~724,000
Restricted cash		119,~~550~~562,000		11,~~027~~675,000
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows	$	1721,~~512~~662,000	$	2016,~~827~~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. ItAs of June 30, 2020, restricted cash also includes key money received from Interstate that is restricted for capital improvements for the Hotel. As of September 30, 2020, the key money is included in the balance of cash and cash equivalents in the condensed consolidated balance sheet as the Hotel obtained approval from Interstate to use the funds for hotel operations during the first quarter of fiscal year 2021.

~~NOTE 9~~- –14 ~~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 nine~~ months ended ~~March~~September 3130, 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~~ 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	Hotel			Real Estate			Investment
ended March 31, 2020	Operations			Operations			Transactions			Corporate			Total
ended September 30, 2020	Operations			Operations			Transactions			Corporate			Total
Revenues	$	113,~~259~~425,000		$	7952,000		$	-		$	-		$	113,~~338~~477,000
Segment operating expenses		(105,~~060~~033,000	)		(5335,000	)		-			(~~440~~938,000	)		(106,~~553~~006,000	)
Segment income (loss)		(1,~~199~~608,000	)		2617,000			-			(~~440~~938,000	)		~~785~~(2,529,000	)
Interest expense - mortgage and related party		(1,~~793~~791,000	)		(2817,000	)		-			-			(1,~~821~~808,000	)
Depreciation and amortization expense		(~~571~~554,000	)		(2720,000	)		-			-			(~~598~~574,000	)
Loss from investments		-			-			(542,000	)		-			(542,000	)
Gain from sale of real estate		-			12,043,000			-			-			12,043,000
Income tax benefit		-			-			-			582,000			582,000
Income from investments		-			-			38,000			-			38,000
Net income (loss)	$	(1,165,000	)	$	(29,000	)	$	(542,000	)	$	142,000		$	(1,594,000	)
Income tax expense		-			-			-			(2,082,000	)		(2,082,000	)
Total assets	$	54,284,000		$	4,786,000		$	756,000		$	7,534,000		$	67,360,000
Net income (loss)	$	(3,953,000	)	$	12,023,000		$	38,000		$	(3,020,000	)	$	5,088,000
Total assets	$	47,479,000		$	1,604,000		$	942,000		$	16,348,000		$	66,373,000

For the three months	Hotel			Real Estate			Investment
ended March 31, 2019	Operations			Operations			Transactions			Corporate			Total
ended September 30, 2019	Operations			Operations			Transactions			Corporate			Total
Revenues	$	15,~~469~~429,000		$	8179,000		$	-		$	-		$	15,~~550~~508,000
Segment operating expenses		(11,~~378~~348,000	)		(5234,000	)		-			(~~364~~324,000	)		(11,~~794~~706,000	)
Segment income (loss)		4,~~091~~081,000			2945,000			-			(~~364~~324,000	)		3,~~756~~802,000
Interest expense - mortgage and related party		(1,~~941~~923,000	)		(2625,000	)		-			-			(1,~~967~~948,000	)
Loss on disposal of assets		(398,000	)		-			-			-			(398,000	)
Depreciation and amortization expense		(568,000	)		(28,000	)		-			-			(596,000	)
Depreciation and amortization expense		(585,000	)		(28,000	)		-			-			(613,000	)
Loss from investments		-			-			(304,000	)		-			(304,000	)
Gain from investments		-			-			248,000			-			248,000
Income tax expense		-			-			-			(243,000	)		(243,000	)
Income tax expense		-			-			-			(280,000	)		(280,000	)
Net income (loss)	$	1,590,000		$	(8,000	)	$	(304,000	)	$	(567,000	)	$	711,000
Net income (loss)	$	1,167,000		$	(25,000	)	$	248,000		$	(644,000	)	$	746,000

As of and for the nine months	Hotel			Real Estate			Investment
ended March 31, 2020	Operations			Operations			Transactions			Corporate			Total
Revenues	$	41,589,000		$	237,000		$	-		$	-		$	41,826,000
Segment operating expenses		(33,138,000	)		(135,000	)		-			(1,050,000	)		(34,323,000	)
Segment income (loss)		8,451,000			102,000			-			(1,050,000	)		7,503,000
Interest expense - mortgage and related party		(5,541,000	)		(72,000	)		-			-			(5,613,000	)
Depreciation and amortization expense		(1,725,000	)		(82,000	)		-			-			(1,807,000	)
Loss from investments		-			-			(943,000	)		-			(943,000	)
Income tax benefit		-			-			-			244,000			244,000
Net income (loss)	$	1,185,000		$	(52,000	)	$	(943,000	)	$	(806,000	)	$	(616,000	)
Total assets	$	54,284,000		$	4,786,000		$	756,000		$	7,534,000		$	67,360,000

- 15 -

As of and for the nine months	Hotel			Real Estate			Investment
ended March 31, 2019	Operations			Operations			Transactions			Corporate			Total
Revenues	$	45,276,000		$	242,000		$	-		$	-		$	45,518,000
Segment operating expenses		(33,424,000	)		(170,000	)		-			(843,000	)		(34,437,000	)
Segment income (loss)		11,852,000			72,000			-			(843,000	)		11,081,000
Interest expense - mortgage and related party		(5,733,000	)		(204,000	)		-			-			(5,937,000	)
Loss on disposal of assets		(398,000	)		-			-			-			(398,000	)
Depreciation and amortization expense		(1,820,000	)		(82,000	)		-			-			(1,902,000	)
Loss from investments		-			-			(632,000	)		-			(632,000	)
Income tax expense		-			-			-			(769,000	)		(769,000	)
Net income (loss)	$	3,901,000		$	(214,000	)	$	(632,000	)	$	(1,612,000	)	$	1,443,000

NOTE 11 – RELATED PARTY AND OTHER FINANCING TRANSACTIONS

~~-16-~~The following summarizes the balances of related party and other notes payable as of September 30, 2020 and June 30, 2020, respectively.

NOTE 10 – RELATED PARTY AND OTHER FINANCING TRANSACTIONS

As of	September 30, 2020		June 30, 2020

Note payable - InterGroup	$	3,000,000	$	3,000,000
Note payable - Hilton		2,929,000		3,008,000
Note payable - Interstate		1,583,000		1,646,000
SBA Loan - Justice		4,719,000		4,719,000
Total related party and other notes payable	$	12,231,000	$	12,373,000

The following summarizes the balances of related party and other notes payable as of March 31, 2020 and June 30, 2019, respectively.

As of	3/31/2020		6/30/2019
Note payable - InterGroup	$	3,000,000	$	3,000,000
Note payable - Hilton		3,088,000		3,325,000
Note payable - Interstate		1,708,000		1,896,000
Total related party and other notes payable	$	7,796,000	$	8,221,000

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.

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 ~~(2nd)~~ anniversary of the takeover date. As of ~~March~~September 3130, 2020, balance of the key money is $809,000 and ~~June~~is included in cash and cash equivalents in the condensed consolidated balance sheet 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, ~~2019~~2020, balance of the key money plus accrued interest is $1,~~008~~009,000 and ~~$2,049,000, respectively, and~~ is included in restricted cash in the condensed consolidated balance ~~sheets~~sheet. Unamortized portion of the key money is included in the related party notes payable in the condensed consolidated balance sheets.

AsOn ofApril ~~March 31~~9, 2020, Justice entered into a loan agreement (“SBA Loan”) with CIBC Bank USA under the ~~Company~~recently ~~had~~enacted ~~finance~~Coronavirus Aid, ~~lease~~Relief, ~~obligations~~and ~~outstanding~~Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration. Justice received proceeds of $14,~~206~~719,000 from the SBA Loan. ~~These~~In ~~finance~~accordance ~~leases~~with ~~expire~~the inrequirements ~~various years~~of ~~through~~the ~~2023~~CARES atAct, ~~rates~~the ~~ranging~~Company used proceeds from 4the SBA Loan primarily for payroll costs.~~62%~~ As of September 30, 2020, Justice had used all proceeds of the SBA Loan in qualified expenses. The SBA Loan is scheduled to 6mature on April 9, 2022 with a 1.2500% ~~per~~interest ~~annum.~~rate ~~Minimum~~and ~~future~~is ~~lease~~subject ~~payments~~to ~~for~~the ~~assets~~terms and conditions applicable to loans administered by the SBA under ~~finance~~the ~~leases as~~CARES Act. All payments of ~~March~~principal 31and interest are deferred until July 2021, ~~2020~~and the repayment obligations under the loan may be forgiven if the funds are asused ~~follows:~~for payroll and other qualified expenses. All unforgiven portion of the principal and accrued interest will be due at maturity.

For the year ending June 30,
2020	$	126,000
2021		503,000
2022		492,000
2023		188,000
Total minimum lease payments		1,309,000
Less interest on finance lease		(103,000	)
Present value of future minimum lease payments	$	1,206,000

- 16 -

~~-17-~~As of September 30, 2020, the Company had finance lease obligations outstanding of $1,015,000. 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 September 30, 2020 are as follows:

For the year ending June 30,
2021	$	389,000
2022		508,000
2023		188,000
Total minimum lease payments		1,085,000
Less interest on finance lease		(70,000	)
Present value of future minimum lease payments	$	1,015,000

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

For the year ending June 30,
2020	$	250,000
2021	$	854,000
2021		1,016,000
2022		8,767,000
2022		4,033,000
2023		750,000
2024		567,000
Thereafter		2,386,000
2025		567,000
	$	9,002,000
There after		1,740,000
	$	13,245,000

As of ~~March~~September 3130, 2020, and June 30, ~~2019~~2020, the Company had accounts payable to related party of $53,~~262~~831,000 and $56,~~105~~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 $9291,~~656~~923,000 and $9392,~~746~~292,000 as of ~~March~~September 3130, 2020 and June 30, ~~2019~~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. ~~As a result of the refinance, Justice has generated $500,000 in annual interest expense savings.~~

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 ~~March~~September 3130, 2020, ~~InterGroup~~ InterGroup is in compliance with both requirements. However, due to the ~~hotel~~Hotel’s current low occupancy and its negative impact on the ~~hotel~~ Hotel’s cash flow, Justice Operating Company, LLC may not meet certain of its loan covenants such as the Debt Service ~~Coverage~~ Coverage Ratio (“DSCR”) which would trigger the creation of a lock-box by the Lender for all cash collected by the ~~hotel~~ 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. Justice has not missed any~~ of ~~its debt service payments and does not anticipate missing any debt obligations even during these uncertain times for at least~~ the ~~next twelve months and beyond~~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 holds a three-~~story~~ ~~apartment~~17 ~~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 March 31, 2020 and June 30, 2019.

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-18story 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 February 5, 2020, the Company acquired 44.6% additional interest in Woodland Village from InterGroup by issuing 97,500 shares of its common stock to InterGroup. As a result of the transaction, Woodland Village has become a wholly owned subsidiary of the Company. The transaction is being made pursuant to a Contribution Agreement (the “Contribution Agreement”) between the Company and InterGroup, dated February 5, 2020. The Contribution Agreement also contains a provision for a potential subsequent earn out to InterGroup pursuant to terms set forth therein.

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 ~~Portsmouth~~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 ~~the~~ Portsmouth and InterGroup, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company.

NOTE 1112 – ACCOUNTS PAYABLE AND OTHER LIABILITIES - JUSTICE

The following summarizes the balances of accounts payable and other liabilities – Justice as of ~~March~~September 3130, 2020 and June 30, ~~2019~~ 2020.

As of	~~3/31/~~September 30, 2020		6/June 30~~/2019~~, 2020
Trade payable	$	31,~~041~~127,000	$	13,~~792~~032,000
Advance deposits		~~404~~263,000		1375,~~215,~~000
Property tax payable		311,048,000		1523,~~046,~~000
Payroll and related accruals		12,~~768~~211,000		21,~~584~~969,000
Interest payable		421,000		412,000
Mortgage interest payable		525,000		527,000
Withholding and other taxes payable		1506,~~144,~~000		1370,~~831,~~000
Security deposit		52,000		52,000
Other payables		1,~~255~~206,000		2740,~~366,~~000
Total accounts payable and other liabilities - Justice	$	86,~~116~~938,000	$	117,~~298~~588,000

NOTE 1213 – SUBSEQUENT EVENTS

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 UNone.S. Small Business Administration. 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. The loan may be forgiven if the funds are used for payroll and other qualified expenses. New guidance on the criteria for forgiveness continues to be released.

-19 18 -

Item 2 –

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

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

Such statements are subject to certain risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: national and worldwide economic conditions, including the impact of recessionary conditions on tourism, travel and the lodging industry; the impact of terrorism and war on the national and international economies, including tourism, securities markets, energy and fuel costs; natural disasters; general economic conditions and competition in the hotel industry in the San Francisco area; seasonality, labor relations and labor disruptions; actual and threatened pandemics such as swine flu or the outbreak of COVID-19 or similar outbreaks; partnership distributions; the ability to obtain financing at favorable interest rates and terms; securities markets, regulatory factors, litigation and other factors discussed below in this Report and in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2019~~2020. These risks and uncertainties could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

~~On March 25, 2020, pursuant to Section~~NEGATIVE 36EFFECTS ofOF ~~the~~CIVIL ~~Securities~~AUTHORITY ~~Exchange~~ACTIONS ~~Act~~ON ofOUR 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.BUSINESS

~~Negative~~On ~~Effects~~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 ~~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.

OnIn ~~February~~response ~~25,~~to ~~2020,~~ the ~~City~~decrease ofin ~~San~~demand, ~~Francisco~~we ~~issued~~have ~~the~~since ~~proclamation~~furloughed byall managers at the ~~Mayor~~Hotel ~~declaring~~except ~~the~~for ~~existence~~members of athe ~~local~~executive ~~emergency.~~team ~~The~~and ~~negative~~continue ~~effects~~to oflimit ~~the~~hourly ~~novel~~staff ~~strain~~to a minimum. By the end of ~~coronavirus~~March ~~(“COVID-19”)~~2020, onwe ~~our~~had ~~business~~temporarily ~~have~~closed ~~been~~all ~~significant.~~of Inour ~~March~~food and beverage ~~2020~~outlets, ~~the~~valet ~~World~~parking, ~~Health~~concierge ~~Organization~~and ~~declared~~bell ~~COVID-19~~services, afitness ~~global~~center, ~~pandemic.~~as ~~This~~well ~~contagious~~as ~~virus,~~the ~~which~~executive ~~has~~lounge ~~continued~~facility. toWe ~~spread,~~continue to ~~has~~implement ~~adversely~~social ~~affected~~distancing ~~workforces,~~standards ~~customers,~~and ~~economies~~cleaning processes designed by Interstate and ~~financial~~Hilton ~~markets~~to ~~globally~~keep employees and guests safe. The Itfull ~~has~~impact ~~also~~and ~~disrupted~~duration of the ~~normal~~COVID-19 ~~operations~~ outbreak continues to evolve as of ~~many~~the ~~businesses,~~date ~~including~~of ~~ours~~this report. ToThe ~~mitigate~~pandemic ~~the~~effectively eliminated ~~harm~~our ~~from~~ability ~~the~~to ~~pandemic~~generate any profits, ondue ~~March~~to ~~16,~~the ~~2020~~drastic decline in both leisure and business travel. As a result, management believes the ~~City~~ongoing length and ~~County~~severity of ~~San~~the ~~Francisco, along~~economic ~~with~~downturn caused by the pandemic will have a ~~group~~material ofadverse ~~five~~impact ~~other~~on our ~~Bay~~future ~~Area~~business, ~~counties~~financial condition, liquidity and ~~the~~financial ~~City~~results. ofWe ~~Berkeley,~~are ~~issued~~also ~~parallel~~assessing ~~health~~the ~~officer~~potential ~~orders~~impact ~~imposing~~on ~~shelter~~the impairment inanalysis ~~place~~of ~~limitations~~our ~~across~~long-lived assets and the ~~Bay~~realization ~~Area,~~of ~~requiring~~our ~~everyone~~deferred totax ~~stay~~assets. ~~safe~~As atof ~~home~~the ~~except~~date ~~for~~of ~~certain~~this ~~essential~~report, ~~needs.~~the ~~Since~~effects ~~February~~of ~~2020,~~the ~~several~~pandemic ~~unfavorable~~continue ~~events~~to ~~have~~affect ~~unfolded~~our ~~causing~~economy, ~~demand~~business ~~for~~and leisure travel, and our ~~hotel~~needs ~~rooms~~to continue to ~~suffer~~curtail ~~including~~certain ~~cancellations~~revenue generating ofactivities ~~all~~at ~~citywide conventions~~the Hotel, ~~reduction~~and ofuntil ~~flights~~there inare ~~and~~vaccines ~~out~~or ofother methodologies to effectively combat this pandemic, we expect that the ~~Bay~~effects ~~Area~~will ~~and~~have ~~decline~~a inmaterial ~~both~~adverse ~~leisure~~effect ~~and~~on ~~business~~our ~~travel~~business.

InAs ~~response~~a toresult of the ~~decrease~~CARES inAct ~~demand,~~signed weinto ~~have~~law ~~since~~on ~~furloughed~~March ~~all~~27, ~~managers~~2020, atadditional ~~the~~avenues ~~Hotel~~of ~~except~~relief ~~for~~may ~~members~~be ofavailable ~~the~~to ~~executive~~workers ~~team~~ and ~~continue~~families through toenhanced ~~limit~~unemployment ~~hourly~~insurance ~~staff~~provisions and to asmall ~~minimum.~~businesses Asthrough ofprograms administered by the ~~date~~Small ofBusiness Administration ~~this~~(“SBA”). ~~Quarterly~~The ~~Report~~CARES Act includes, weamong ~~have~~other ~~temporarily~~things, ~~closed~~provisions ~~all~~relating ofto ~~our~~payroll tax credits and ~~food~~deferrals, net operating loss carryback periods, alternative minimum tax credits and ~~beverage~~technical ~~outlets~~corrections to tax depreciation methods for qualified improvement property. WeThe ~~continue~~CARES toAct ~~implement~~also ~~social~~established ~~distancing~~a ~~standards~~Paycheck Protection Program (“PPP”), whereby certain small businesses are eligible for a loan to ~~keep~~fund ~~employees~~payroll expenses, rent, and ~~guests~~related ~~safe~~costs. ~~The~~On ~~full~~April ~~impact~~9, 2020, ~~and~~Justice ~~duration~~entered ofinto ~~the~~a ~~COVID-19~~loan ~~outbreak~~agreement ~~continues~~(“SBA toLoan”) ~~evolve~~with asCIBC ofBank USA under the ~~date~~CARES Act. Justice received proceeds of ~~this~~$4,719,000 ~~Quarterly~~from ~~Report~~the SBA Loan. ~~The~~In ~~pandemic~~accordance ~~effectively~~with ~~eliminated our~~the ~~ability~~requirements toof ~~generate~~the ~~any~~CARES ~~profits~~Act, ~~due~~Justice tohas ~~the~~used ~~drastic~~proceeds ~~decline~~from inthe ~~both~~SBA Loan ~~leisure~~primarily ~~and~~for ~~business~~payroll ~~travel~~costs. As aof ~~result~~September 30, ~~management~~2020, ~~believes the~~Justice ~~ongoing~~had ~~length~~used ~~and~~all ~~severity~~proceeds of the ~~economic~~SBA ~~downturn~~Loan ~~caused~~in byqualified ~~the~~expenses. The ~~pandemic~~SBA ~~will~~Loan ~~have~~is ascheduled ~~material~~to ~~adverse~~mature ~~impact~~ on ~~our~~April ~~future business~~9, ~~financial~~2022 ~~condition,~~with ~~liquidity~~a 1.00% interest rate and ~~financial~~is ~~results~~subject ~~for~~to the ~~fiscal~~terms ~~year~~and ~~ending~~conditions ~~June~~applicable to ~~30,~~loans ~~2020~~administered by the SBA under the CARES Act. WeAll payments of principal and interest are ~~also~~deferred ~~assessing~~until July 2021, and the ~~potential~~repayment ~~impact~~obligations onunder the ~~impairment~~loan ~~analysis~~may ofbe ~~our~~forgiven ~~long-lived~~if ~~assets~~the funds are used for payroll and ~~the~~other ~~realization~~qualified expenses. All unforgiven portion of ~~our~~the ~~deferred~~principal ~~tax~~and ~~assets~~accrued interest will be due at maturity.

~~As a~~- ~~result~~19 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. The loan may be forgiven if the funds are used for payroll and other qualified expenses. New guidance on the criteria for forgiveness continues to be released. -

-20-

RESULTS OF OPERATIONS

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

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

On February 1, 2017, Justice entered into a Hotel management agreement (“HMA”) with Interstate Management Company, LLC (“Interstate”) to manage the Hotel and related facilities with an effective takeover date of February 3, 2017. The term of HMA is for an initial period of ten years commencing on the takeover date and automatically renews for an additional year not to exceed five years in aggregate subject to certain conditions. The HMA also provides for Interstate to advance a key money incentive fee to the Hotel for capital improvements in the amount of $2,000,000 under certain terms and conditions described in a separate key money agreement. In addition to the operations of the Hotel, the Company also generates income from the ownership and management of real estate. On December 31, 1997, the Company acquired a controlling 55.4% interest in Intergroup Woodland Village, Inc. (“Woodland Village”) from InterGroup. Woodland Village’s major asset is a 27-unit apartment complex located in Santa Monica, California. On February 5, 2020, the Company acquired the additional 44.6% interest in Woodland Village from InterGroup by issuing 97,500 shares of its common stock to InterGroup. As a result of the transaction, Woodland Village has become a wholly owned subsidiary of the Company. The transaction is being made pursuant to a Contribution Agreement (the “Contribution Agreement”) between the Company and InterGroup, dated February 5, 2020. The Contribution Agreement also contains a provision for a potential subsequent earn out to InterGroup pursuant to terms set forth therein. On August 28, 2020, Santa Fe sold its 27-unit apartment complex located in Santa Monica, California for $15,650,000 and realized a gain on the sale of approximately $12,043,000. Santa Fe received net proceeds of $12,163,000 after selling costs and repayment of InterGroup’s RLOC of $2,985,000 as InterGroup had drawn on its RLOC in July 2018 to pay off the previous Fannie Mae mortgage on the property. Santa Fe paid InterGroup $662,000 from the sale pursuant to the earn out provision in the Contribution Agreement. Santa Fe will not seek a replacement property.

In addition to the operations of the Hotel, the Company also generates income from the ownership and management of real estate. On December 31, 1997, the Company acquired a controlling 55.4% interest in Intergroup Woodland Village, Inc. (“Woodland Village”) from InterGroup. Woodland Village’s major asset is a 27-unit apartment complex located in Santa Monica, California. On February 5, 2020, the Company acquired the additional 44.6% interest in Woodland Village from InterGroup by issuing 97,500 shares of its common stock to InterGroup. As a result of the transaction, Woodland Village has become a wholly owned subsidiary of the Company. The ~~transaction is being made pursuant to a Contribution Agreement (the “Contribution Agreement”) between the Company~~ ~~and InterGroup, dated February 5, 2020. The Contribution Agreement also contains a provision for a potential subsequent earn out to InterGroup pursuant to terms set forth therein. The~~ Company also owns a 2-unit apartment building in West Los Angeles, California.

Three Months Ended ~~March~~September 3130, 2020 Compared to Three Months Ended ~~March~~September 3130, 2019

The Company had net ~~loss~~income of $15,~~594~~088,000 for the three months ended ~~March~~September 3130, 2020 compared to net income of $~~746~~711,000 for the ~~three~~ three months ended ~~March~~September 3130, 2019. The change is primarily attributable to the ~~decrease~~gain infrom ~~Hotel~~sale ~~revenue~~of real estate.

- 20 -

Hotel Operations

The Company had net loss from Hotel operations of $13,~~165~~953,000 for the three months ended ~~March~~September 3130, 2020 compared to net income of $1,~~167~~614,000 for the three months ended ~~March~~September 3130, 2019. The change is primarily attributable to the decrease in Hotel revenue.

~~-21-~~The following table sets forth a more detailed presentation of Hotel operations for the three months ended September 30, 2020 and 2019.

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 September 30,	2020			2019
Hotel revenues:
Hotel rooms	$	2,890,000		$	13,314,000
Food and beverage		37,000			1,222,000
Garage		470,000			736,000
Other operating departments		28,000			157,000
Total hotel revenues		3,425,000			15,429,000
Operating expenses excluding depreciation and amortization		(5,033,000	)		(11,348,000	)
Operating (loss) income before interest, depreciation and amortization		(1,608,000	)		4,081,000
Interest expense - mortgage		(1,791,000	)		(1,923,000	)
Depreciation and amortization expense		(554,000	)		(544,000	)
Net (loss) income from Hotel operations	$	(3,953,000	)	$	1,614,000

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		(1,793,000	)		(1,941,000	)
Depreciation and amortization expense		(571,000	)		(585,000	)
Net (loss) income from Hotel operations	$	(1,165,000	)	$	1,167,000

For the three months ended September 30, 2020, the Hotel had operating loss of $1,608,000 before interest expense, depreciation and amortization on total operating revenues of $3,425,000 compared to operating income of $4,081,000 before interest expense, depreciation and amortization on total operating revenues of $15,429,000 for the three months ended September 30, 2019. For the three months ended September 30, 2020, room revenues decreased by $10,424,000, food and beverage revenue decreased by $1,185,000, and garage revenue decreased by $266,000, compared to the three months ended September 30, 2019. The year over year decline in all areas are result of the business interruption attributable to a variety of responses by federal, state, and local civil authority to the COVID-19 outbreak since March 2020. Total operating expenses decreased by $6,315,000 due to decrease in salaries and wages, rooms commission, credit card fees, management fees, and franchise fees.

~~For~~The ~~the~~following ~~three~~table ~~months~~sets ~~ended~~forth ~~March 31, 2020,~~ the ~~Hotel~~average ~~had~~daily ~~operating~~room ~~income of $1~~rate,~~199,000~~ ~~before~~average ~~interest~~occupancy ~~expense,~~percentage ~~depreciation~~ and ~~amortization~~ onRevPAR ~~total operating revenues~~ of ~~$11,259,000~~the ~~compared~~Hotel ~~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~~September 3130, ~~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.

Three Months Ended September 30,	Average Daily Rate		Average Occupancy %			RevPAR

2020	$	108		54	%	$	58
2019	$	271		98	%	$	266

The ~~following~~Hotel’s ~~table~~revenues ~~sets~~decreased ~~forth~~by 78% this quarter as compared to the ~~average~~previous ~~daily~~comparable ~~room~~quarter. Average daily rate decreased by $163, average occupancy ~~percentage~~dropped 44%, and RevPAR ofdecreased ~~the~~by ~~Hotel~~$208 for the three months ended ~~March~~September 3130, 2020 ~~and~~compared to the three months ended September 30, 2019.

Three Months Ended March 31,	Average Daily Rate		Average 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

The Company had net ~~loss~~income from real estate operations of $2912,023,000 for the three months ended ~~March~~September 3130, 2020 compared to net loss of $258,000 for the three months ended ~~March~~September 3130, 2019. The ~~increase~~year inover ~~net~~year ~~loss~~increase is ~~mainly~~ due to the ~~decrease~~sale of the Company’s 27-unit apartment complex located in ~~revenue~~Santa ~~and~~Monica, ~~increased mortgage~~California ~~interest~~for $15,650,000.

Investment Transactions

The Company had a net ~~loss~~gain on marketable securities of $~~476~~96,000 for the three months ended ~~March~~September 3130, 2020 compared to a net ~~gain on~~loss on marketable securities of $~~274~~291,000 for the three months ended ~~March~~September 3130, 2019. For the three months ended ~~March~~September 3130, 2020, the Company had a net realized ~~loss~~gain of $~~316~~24,000 and a net unrealized ~~loss~~gain of $~~160~~72,000. For the three months ended ~~March~~September 3130, 2019, the Company had a net realized loss of $894,000 and a net unrealized ~~gain~~loss of $~~363~~287,000.

- 21 -

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

The Company consolidates Justice (“Hotel”) for financial reporting purposes and is not taxed on its non-~~22-~~controlling interest in the Hotel. The income tax expense (benefit) during the three months ended September 30, 2020 and 2019 represent the income tax effect on the Company’s pretax income (loss) which includes its share in the net income (loss) of the Hotel.

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

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

The Company had net loss of $616,000 for the nine months ended March 31, 2020 compared to net income of $1,443,000 for the nine months ended March 31, 2019. The change is primarily attributable to the decrease in Hotel revenue.

Hotel Operations

The Company had net income from Hotel operations of $1,185,000 for the nine months ended March 31, 2020 compared to net income of $3,901,000 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		(5,541,000	)		(5,733,000	)
Depreciation and amortization expense		(1,725,000	)		(1,820,000	)
Net income from Hotel operations	$	1,185,000		$	3,901,000

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.

Nine Months Ended March 31,	Average Daily Rate		Average Occupancy %			RevPAR
2020	$	256		91	%	$	233
2019	$	269		96	%	$	259

-23-

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

The Company had net loss from real estate operations of $52,000 for the nine months ended March 31, 2020 compared to net loss of $214,000 for the nine months ended March 31, 2019. The decrease in net loss is due to the decrease in operating expenses and mortgage interest.

Investment Transactions

The Company had a net loss on marketable securities of $846,000 for the nine months ended March 31, 2020 compared to a net loss on marketable securities of $464,000 for the nine months ended March 31, 2019. For the nine months ended March 31, 2020, the Company had a net realized loss of $269,000 and a net unrealized loss of $577,000. For the nine months ended March 31, 2019, the Company had a net realized gain of $201,000 and a net unrealized loss of $665,000.

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

MARKETABLE SECURITIES

The following table shows the composition of the Company’s marketable securities portfolio as of ~~March~~September 3130, 2020 and June 30, ~~2019~~ 2020 by selected industry groups:

			% of Total
As of September 30, 2020			% of Total Investment
As of March 31, 2020 Industry Group	Fair Value		Investment Securities
Industry Group	Fair Value		Securities
Basic materials	$	~~262~~628,000		4971.83	%
REITs and real estate companies		~~258~~250,000		4928.04	%
Consumer cyclical		3,000		0.6	%
Industrials		3,000		0.3	%
Other		3,000		0.6	%
	$	881,000		100.0	%
	$	526,000		100.0	%

			% of Total
As of June 30, 2019 Industry Group	Fair Value		Investment Securities
As of June 30, 2020			Investment
REITs and real estate companies	$	816,000		30.5	%
Industry Group	Fair Value		Securities
Consumer cyclical		636,000		23.7	%
Basic materials	$	575,000		66.1	%
Basic materials		537,000		20.0	%
REITs and real estate companies		253,000		29.1	%
Financial		331,000		12.4	%
Energy		39,000		4.5	%
Energy		286,000		10.7	%
Industrials		3,000		0.3	%
Other		73,000		2.7	%
	$	870,000		100.0	%
	$	2,679,000		100.0	%

~~-24-~~As of September 30, 2020, the Company’s investment portfolio includes five equity positions. The Company holds two equity securities that comprised more than 10% of the equity value of the portfolio. The largest security position represents 66% of the portfolio and consists of the common stock of Comstock included in the basic materials industry group.

As of ~~March~~June 3130, 2020, the Company’s ~~investment~~held ~~portfolio~~four ~~includes~~different ~~five~~ equity positions in its investment portfolio. The Company ~~holds~~held two equity securities that comprised more than 10% of the equity value of the portfolio. The largest security position represents 4960% of the portfolio and consists of the common stock of ~~American Realty Investors, Inc~~Comstock. ~~(NYSE: ARL), which is included in the REITs and real estate companies’ industry group.~~

AsThe offollowing ~~June~~table ~~30,~~shows ~~2019,~~ the ~~Company’s~~net ~~investment~~gains ~~portfolio~~(losses) ~~includes~~on ~~approximately~~the ~~thirteen equity positions. The~~ Company’s ~~holds five~~marketable ~~equity~~ securities ~~that comprised more than 10% of the equity value of the portfolio. The largest security position represents 19% of the portfolio~~ and ~~consists of~~ the ~~common~~associated ~~stock of Comstock, which is included in the basic materials industry group.~~margin

~~The following table shows the net gains (losses) on the Company’s marketable securities and the associated margin~~ interest and trading expenses for the respective periods:

For the three months ended March 31,	2020			2019
For the three months ended September 30,	2020			2019
Net (loss) gain on marketable securities	$	(476,000	)	$	274,000
Net gain (loss) on marketable securities	$	96,000		$	(291,000	)
Impairment loss on other investments		(6438,000	)		~~(61,000~~-	)
Dividend and interest income		5227,000			~~112~~60,000
Margin interest expense		~~(14,000~~-	)		(2728,000	)
Trading and management expenses		(4047,000	)		(5045,000	)
	$	~~(542~~38,000	)	$	~~248~~(304,000	)

For the nine months ended March 31,		2020			2019
Net loss on marketable securities	$	(846,000	)	$	(464,000	)
Impairment loss on other investments		(64,000	)		(61,000	)
Dividend and interest income		158,000			150,000
Margin interest expense		(69,000	)		(106,000	)
Trading and management expenses		(122,000	)		(151,000	)
	$	(943,000	)	$	(632,000	)

- 22 -

FINANCIAL CONDITION AND LIQUIDITY

Historically, our cash flows have been primarily generated from our Hotel operations. However, ~~management expects that~~ the ~~ongoing~~responses ~~length~~by ~~and severity~~federal, ~~of the economic downturn~~state, ~~resulting from the continuing~~ and ~~uncertain~~local ~~impact~~civil authorities ofto the COVID-19 pandemic, ~~will~~has ~~have~~had a material ~~adverse~~ detrimental impact on our ~~business,~~liquidity. ~~financial~~For ~~condition~~the three months ended September 30, ~~liquidity~~2020, ~~and~~our ~~financial~~net ~~results.~~cash Asflow aused ~~result~~in ofoperations ~~our~~was ~~Hotel’s~~$5,437,000. ~~material decrease~~For inthe ~~occupancy~~three ~~and~~months ~~average~~ended ~~daily~~September ~~rate~~30, we2019, ~~expect~~ our net cash flow provided ~~from~~by operations towas ~~continue~~$1,705,000. We have taken several steps to bepreserve ~~significantly~~capital ~~lower~~and ~~than~~increase liquidity at our Hotel, including ~~historical~~implementing ~~rates~~strict ~~for~~cost ~~the~~management ~~foreseeable~~measures ~~future~~to eliminate non-essential expenses, ~~until~~postponing ~~the~~capital ~~pandemic~~expenditures, ~~resolves~~renegotiating certain reoccurring expenses, and ~~hotel~~temporarily ~~occupancies~~closing ~~return~~certain tohotel ~~historical~~services ~~rates~~and outlets.

WeThe ~~have~~Hotel ~~taken~~had ~~several~~$9,562,000 ~~steps to preserve capital~~ and ~~increase liquidity~~$10,666,000 ~~including the implementation~~ of ~~various~~restricted ~~cost~~cash ~~saving~~held ~~initiatives at~~by ~~our~~its ~~Hotel.~~senior ~~For~~lender ~~further~~Wells ~~discussion~~Fargo Bank, ~~see~~N.A. (“~~Item 2 - Negative Effects of COVID-19 on our Business~~Lender” ~~included in this~~) ~~Quarterly~~as ~~Report. We may also receive cash generated from the investment~~ of ~~our~~September ~~cash and marketable securities~~30, ~~other~~2020 ~~investments,~~ and ~~other~~June ~~sources~~30, ~~including financing from our parent company~~2020, ~~InterGroup~~respectively. ~~Subsequent~~Of tothe ~~March 31~~$10, ~~2020~~666,000 inrestricted ~~order~~cash toheld ~~increase its~~as ~~liquidity positions and take advantage~~ of ~~the~~June ~~favorable interest rate environment~~30, ~~InterGroup refinanced its 151-unit apartment complex in Parsippany~~2020, ~~New Jersey, generating net proceeds of approximately~~ $62,~~814~~432,000. was ~~InterGroup~~for isa ~~also~~possible ~~currently~~future ~~refinancing two~~property ofimprovement ~~its~~plan ~~California~~(“PIP”) ~~properties~~requested ~~scheduled~~by toour ~~close~~franchisor, inHilton. ~~June~~On ~~and~~August ~~July~~19, 2020, Lender ~~and~~released itPIP ~~could~~deposits ~~refinance~~in ~~additional multifamily properties should~~ the ~~need~~amount ~~arise;~~of ~~however, InterGroup does not deem it necessary at this time. InterGroup has an uncollateralized~~ $82,~~000~~379,000 ~~revolving~~ ~~line~~to ofthe ~~credit~~Hotel. ~~from~~The ~~CIBC~~funds ~~Bank~~were ~~USA~~utilized ~~(“CIBC”)~~to offund ~~which~~operating $5expenses,~~000,000~~ ~~is available to be drawn down as of June~~including ~~18,~~franchise ~~2020,~~and ~~should~~management ~~additional~~fees ~~liquidity~~and beother ~~necessary~~expenses.

~~-25-~~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 September 30, 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.

AsIn order to increase its liquidity position and to take advantage of ~~March~~the ~~31,~~favorable ~~2020~~interest rate environment, weInterGroup ~~had~~refinanced its ~~cash~~151-unit apartment complex in Parsippany, ~~cash~~New ~~equivalents~~Jersey on April 30, ~~and~~2020, ~~restricted~~generating ~~cash~~net proceeds of $176,~~512~~814,000. ~~which~~In ~~included~~June 2020, InterGroup refinanced one of its California properties and generated net proceeds of $111,~~550~~144,000. ofInterGroup ~~restricted~~is currently evaluating ~~cash~~other ~~held~~refinancing byopportunities ~~our~~and ~~Hotel~~it ~~senior~~could ~~lender~~refinance ~~Wells~~additional ~~Fargo~~multifamily ~~Bank~~properties should the need arise, ~~N.A.~~or ~~(“Lender”).~~should Ofmanagement consider the ~~total~~interest ~~restricted~~rate ~~cash,~~environment favorable. InterGroup has an uncollateralized $78,~~977~~000,000 ~~was held~~revolving ~~for~~line ~~furniture,~~of ~~fixtures~~credit ~~and~~from CIBC ~~equipment~~Bank USA (“~~FF&E~~CIBC”) ~~reserves~~ and the entire $28,~~432~~000,000 ~~was~~is ~~held~~available ~~for~~to abe ~~possible~~drawn ~~future~~down ~~property improvement~~as ~~plan~~of ~~(“PIP”)~~September ~~request~~30, by2020 ~~our~~should ~~franchisor,~~additional liquidity ~~Hilton~~be necessary. ~~However~~On August 28, ~~Hilton~~2020, ~~has~~Santa ~~confirmed~~Fe ~~that~~sold itits ~~will~~27-unit ~~not~~apartment ~~require a~~complex ~~PIP~~located ~~for~~in ~~our~~Santa ~~Hotel~~Monica, ~~until~~California ~~relicensing~~for $15,650,000 ~~which~~and ~~shall~~realized ~~occur~~a atgain on the ~~earlier~~sale of ~~(i)~~approximately ~~January 2030~~$12,043,000. ~~which~~The isCompany ~~six~~included ~~years~~the ~~after~~gain in the ~~maturity date~~calculation of tax ~~our~~provision ~~current~~for ~~senior~~the ~~and~~three ~~mezzanine~~months ~~loans,~~ended orSeptember ~~(ii)~~30, ~~upon~~2020. ~~the~~Santa ~~sale~~Fe ofwill ~~our~~manage ~~Hotel.~~its ~~Therefore,~~federal ~~Justice~~and isstate ~~currently~~income intax ~~discussions~~liability, ~~with~~and anticipates the ~~Lender~~utilization toof ~~release~~its ~~the~~available ~~PIP~~net ~~deposits~~operating tolosses ~~the~~and ~~Hotel~~capital ~~and~~loss tocarryforwards. ~~allow~~Santa ~~the~~Fe ~~hotel~~received tonet ~~utilize~~proceeds of ~~some~~$12,163,000 orafter ~~all~~selling ofcosts ~~its~~and ~~FF&E~~repayment ~~reserves to~~of ~~fund~~InterGroup’s ~~operating~~RLOC ~~expenses~~of $2,985,000 as ~~well~~InterGroup ashad ~~debt~~drawn ~~service.~~on ~~Additionally,~~its ~~Justice~~RLOC in ~~has~~July ~~requested~~2018 to ~~temporarily~~ pay ~~interest~~off ~~only~~the onprevious ~~the senior~~Fannie Mae mortgage ~~and~~on the ~~suspension~~property. ofFurthermore, ~~the~~pursuant ~~monthly~~to ~~FF&E~~the ~~reserve~~Contribution ~~installment,~~Agreement between ~~for~~Santa aFe ~~combined~~and ~~monthly~~InterGroup, ~~savings~~Santa inFe ~~cash~~paid ~~flow~~InterGroup ~~of approximately~~ $~~321~~662,000. ~~Justice~~from ~~anticipates a resolution with~~ the ~~Lender~~sale. inSanta ~~regard~~Fe towill ~~the~~not ~~aforementioned~~seek ~~requests~~a ~~before~~replacement ~~June 30, 2020~~property.

OnAs ~~April~~the 9,sole ~~2020,~~general ~~Justice~~partner ~~entered~~of ~~into~~Justice athat ~~loan~~controls ~~agreement~~approximately ~~(“SBA~~93.3% ~~Loan”)~~of ~~with~~the ~~CIBC~~voting ~~Bank~~interest ~~USA~~in ~~under~~ the ~~recently~~Partnership, ~~enacted~~Portsmouth ~~CARES~~has ~~Act~~the ~~administered~~ability byto amend the ~~U.S.~~partnership ~~Small~~agreement ~~Business~~to ~~Administration.~~allow Wefor ~~received~~capital ~~proceeds~~calls ofto ~~$4,719,000~~the ~~from~~limited ~~the~~partners ~~SBA~~of ~~Loan~~Justice if needed. InThe ~~accordance~~majority ~~with~~of ~~the~~any ~~requirements~~capital ofcalls ~~the~~will ~~CARES~~be ~~Act,~~met ~~the~~by ~~Company~~Portsmouth. Portsmouth will ~~use~~have financing availability, upon the ~~proceeds~~authorization ~~from~~of the ~~SBA~~respective board ~~Loan~~of ~~primarily~~directors, ~~for~~to ~~payroll~~borrow ~~costs.~~from ~~The~~InterGroup ~~SBA Loan~~and/or isSanta ~~scheduled~~Fe to ~~mature~~meet onany ~~April~~capital 9,calls ~~2022~~ and ~~has~~its aother ~~1.00%~~obligations ~~interest~~during ~~rate~~the next twelve months and isbeyond. ~~subject~~On toAugust 28, 2020, the ~~terms~~Board of InterGroup and ~~conditions~~Santa ~~applicable~~ Fe passed resolutions, respectively, to ~~loans~~provide funding ~~administered~~to byPortsmouth ~~the~~if Unecessary.S. ~~Small~~The ~~Business~~Partnership ~~Administration~~is ~~under~~also ~~the~~allowed ~~CARES~~to ~~Act.~~seek ~~The~~additional ~~loan~~loans ~~may~~and besell ~~forgiven~~partnership ifinterests. Upon the ~~funds~~consent ~~are used~~of ~~for~~the ~~payroll~~general partner and ~~other~~a ~~qualified~~super ~~expenses.~~majority ~~New~~in ~~guidance~~interest, onthe Partnership may sell additional classes or series of units of the ~~criteria~~Partnership ~~for~~under ~~forgiveness~~certain ~~continues~~conditions in order to beraise ~~released~~additional capital.

WeOur ~~may~~known ~~also~~short-term ~~have~~liquidity ~~financing~~requirements ~~availability,~~primarily ~~upon~~consist ~~the~~of ~~authorization~~funds ofnecessary ~~the~~to ~~respective~~pay ~~board~~for ofoperating ~~directors~~and other expenditures, toincluding management ~~borrow~~and ~~from~~franchise ~~InterGroup~~fees, ~~to meet~~corporate ~~our~~expenses, ~~obligations~~payroll ~~during~~and ~~the~~related ~~next~~costs, ~~twelve~~taxes, ~~months~~interest and ~~beyond~~principal payments on our outstanding indebtedness, ~~should~~and ~~the~~repairs ~~need~~and ~~arise~~maintenance of the Hotel.

WeOur ~~cannot~~long-term ~~presently~~liquidity ~~estimate~~requirements ~~the~~primarily ~~full~~consist ~~financial~~of ~~impact~~funds necessary to pay for scheduled debt maturities and capital improvements of the ~~unprecedented~~Hotel. ~~COVID-19~~We ~~pandemic~~will oncontinue to finance our business oractivities ~~predict~~primarily with existing cash, including from the ~~related~~activities ~~federal~~described above, ~~state~~ and ~~local~~cash ~~civil~~generated ~~authority~~from ~~actions,~~our ~~which~~operations. ~~are~~After ~~highly~~considering ~~dependent~~our onapproach ~~the~~to ~~severity~~liquidity and ~~duration~~accessing ofour ~~the~~available sources ~~pandemic~~of cash, ~~but~~ we ~~expect~~believe that ~~the~~our ~~COVID-19~~cash ~~closures~~position, ~~and~~after ~~other~~giving ~~imposed~~effect ~~restrictions~~to the transactions discussed above, will ~~continue~~be adequate to ~~have~~meet aanticipated ~~significant~~requirements ~~adverse~~for ~~impact~~operating onand ~~our results~~other ofexpenditures, ~~operations.~~including ~~Due~~corporate toexpenses, ~~the~~payroll ~~uncertainties~~and ~~associated~~related ~~with~~benefits, taxes ~~the~~and ~~COVID-19~~compliance ~~pandemic~~costs and other commitments, for at least twelve months from the ~~indeterminate~~date ~~length~~of issuance of ~~time~~these itfinancial statements, ~~will~~even ~~affect~~if ~~the~~current ~~hospitality~~levels ~~industry,~~of welow ~~have~~occupancy ~~taken~~and ~~proactive~~low ~~measures~~RevPAR were to ~~secure~~persist. The objectives of our ~~liquidity~~cash ~~position~~management policy are to bemaintain existing ~~able~~leverage tolevels ~~meet~~and the availability of liquidity, while minimizing operational costs. We believe that our cash on hand, ~~obligations~~along ~~for~~with ~~the~~other ~~foreseeable~~potential ~~future,~~aforementioned ~~including~~sources ~~implementing~~of ~~strict~~liquidity ~~cost~~that management ~~measures~~may tobe ~~eliminate~~able ~~non-essential~~to ~~expenses~~obtain, will be sufficient to fund ~~postponing~~our working capital ~~expenditures~~needs, ~~renegotiating~~as ~~certain~~well ~~reoccurring~~as ~~expenses,~~our capital lease and ~~temporarily~~debt ~~closing~~obligations ~~certain~~for ~~hotel~~at ~~services~~least the next twelve months and beyond. However, ~~outlets~~there can be no guarantee that management will be successful with its plan.

~~Our known short~~-~~term~~ ~~liquidity~~23 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.

-26-

MATERIAL CONTRACTUAL OBLIGATIONS

The following table provides a summary as of ~~March~~September 3130, 2020, the Company’s material financial obligations which also including interest payments:

3 Months

Year

9 Months

Year

Total

~~2020~~2021

~~2021~~2022

~~2022~~2023

~~2023~~2024

~~2024~~2025

Thereafter

Mortgage notes payable

~~115~~112,~~964~~258,000

~~366~~1,185,000

41,~~525~~642,000

1,~~642~~732,000

1107,~~732~~403,000

~~107~~11,~~403,~~000

~~296~~285,000

Related party and other notes payable

913,~~002~~245,000

~~250~~854,000

18,~~016~~767,000

4750,~~033,~~000

~~750~~567,000

567,000

21,~~386~~740,000

Interest

2421,~~609~~495,000

25,~~160~~423,000

6,~~777~~303,000

6,~~295~~192,000

63,~~184~~465,000

311,~~080,~~000

~~113~~101,000

Total

~~149~~146,~~575~~998,000

27,~~776~~462,000

1216,~~318~~712,000

118,~~970~~674,000

8111,~~666~~435,000

~~111~~589,~~050,~~000

2,~~795~~126,000

OFF BALANCE SHEET ARRANGEMENTS

The Company has no 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 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~~three months ended ~~March~~September 3130, 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~~2020 for a summary of the critical accounting policies.

- 24 -

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

-27-

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

During the period ending ~~March~~September 3130, 2020, there were no pending or threatened legal actions.

Item 1A. RISK FACTORS

~~Except~~As asa ~~set~~smaller ~~forth~~reporting ~~below~~company, ~~during~~we ~~the~~are ~~period~~not ~~ended~~required ~~March 31, 2020, there were no material changes~~ to ~~the~~provide ~~Risk Factors disclosed in Item 1A - “Risk Factors” in~~ the ~~Company’s~~information ~~Annual~~required ~~Report~~by onthis ~~Form 10-K for the year ended June 30, 2019~~Item.

The responses by federal, state, and local civil authority to the COVID-19 pandemic has had a material detrimental impact on our business, financial results and liquidity, and such impact could worsen and last for an unknown period of time.

The global spread of the COVID-19 pandemic is complex and rapidly-evolving, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, cancellation of events, including sporting events, conferences and meetings, and quarantines and lock-downs. The shelter-in-place, physical distancing, city closures and their consequences have dramatically reduced travel, conventions and demand for hotel rooms, which has and will continue to impact our business, operations, and financial results. The extent to which the closures impacts our business, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the closures; the negative impact it has on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence; our ability to successfully navigate the impacts of the closures; governments actions, businesses and individuals take in response to the closures, including limiting or banning travel; and how quickly economies, travel activity, and demand for lodging recovers after the closures subsides.

The COVID-19 closures have subjected our business, operations and financial condition to a number of risks, including, but not limited to, those discussed below:

● Risks Related to Revenue: The COVID-19 closures and other imposed restrictions have negatively impacted and will in the future negatively impact to an extent we are unable to predict, our revenue from the Hotel. Currently, the Hotel is not generating revenue sufficient to meet its operating expenses, which is adversely affecting our net income.

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● Risks Related to Operations: Because of the significant decline in the demand for hotel rooms, Interstate have taken steps to reduce operating costs and improve efficiency, including furloughing a substantial number of its personnel and implementing reduced work weeks for other personnel. Such steps, and further changes we may make in the future to reduce costs, may negatively impact guest loyalty, or our ability to attract and retain associates, and our reputation and market share may suffer as a result. For example, if our furloughed personnel do not return to work with us when the COVID-19 closures and imposed restrictions are lifted, including because they find new jobs during the furlough, we may experience operational challenges that impact guest loyalty and our market share, which could limit our ability to grow revenue and could reduce our profits. Further, reputational damage from, and the financial impact of, reduced work weeks could lead associates to depart the company and could make it harder for us to recruit new associates in the future. We may also face demands or requests from labor unions that represent our associates, whether in the course of our periodic renegotiation of our collective bargaining agreements or otherwise, for additional compensation, healthcare benefits or other terms as a result of COVID-19 that could increase costs, and we could experience labor disputes or disruptions as we continue to implement our COVID-19 mitigation plans.

COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, as well as reactions to future pandemics or resurgences of COVID-19, could also precipitate or aggravate the other risk factors that we identify in our 2019 Form 10-K, which in turn could materially adversely affect our business, financial condition, liquidity, and results of operations (including revenues and profitability). Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider presenting significant risks to our operations.

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

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

Item 3. DEFAULTS UPON SENIOR SECURITIES

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

Item 4. MINE SAFETY DISCLOSURES

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

Item 5. OTHER INFORMATION

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

Item 6. EXHIBITS

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

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Extension Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURES

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

	SANTA FE FINANCIAL CORPORATION
	(Registrant)
Date: June 18, 2020	by	/s/ John V. Winfield
Date: November 3, 2020	by	/s/ John V. Winfield
		John V. Winfield
		President, Chairman of the Board and
		Chief Executive Officer
		(Principal Executive Officer)
Date: June 18, 2020	by	/s/ Danfeng Xu
Date: November 3, 2020	by	/s/ Danfeng Xu
		Danfeng Xu
		Treasurer and Controller
		(Principal Financial Officer)

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