PORTSMOUTH SQUARE, INC. 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 theSan 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 endedJune 30, 2020 . These risks and uncertainties could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
NEGATIVE EFFECTS OF CIVIL AUTHORITY ACTIONS ON OUR BUSINESS
OnFebruary 25, 2020 , theCity of San Francisco issued the proclamation by the Mayor declaring the existence of a local emergency. The negative effects of the civil authority actions related to the novel strain of coronavirus ("COVID-19") on our business have been significant. InMarch 2020 , theWorld 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, onMarch 16, 2020 , the City and County ofSan Francisco , along with a group of five otherBay Area counties and theCity of Berkeley , issued parallel health officer orders imposing shelter in place limitations across theBay Area , requiring everyone to stay safe at home except for certain essential needs. SinceFebruary 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 theBay Area and decline in both leisure and business travel. InDecember 2020 , due to the surge in COVID-19 cases and hospitalizations, the Health Officer of the City and County ofSan Francisco has suspended or restricted certain activities. Health Order C19-07q (the "Order") incorporates suspensions, reductions in capacity limits, and other restrictions contained in the Regional Stay At Home Order issued by theCalifornia Department of Public Health onDecember 3, 2020 . EffectiveDecember 17, 2020 , theBay Area Region , includingSan Francisco , is required to comply with the State'sDecember 3, 2020 Regional Stay-at-Home Order. The Order strongly discourages anyone in the County from travelling for leisure, recreation, business or other purposes that can be postponed until after the current surge. With limited exceptions, this Order imposed a mandatory quarantine on anyone traveling, moving, or returning to the County from anywhere outside theBay Area . EffectiveJanuary 20, 2021 , Health Order C19-07r revised and replaced the previous Order; it continues to temporarily prohibit certain businesses and activities from resuming but allows certain other businesses, activities, travel and governmental functions to occur subject to specified health and safety restrictions, limitations, and conditions to limit the transmission of COVID-19. The Mayor announced onJanuary 25, 2021 that hotels and lodging may accept reservations for tourist use from in-state and out of state guests. Out ofBay Area guests are required to quarantine for 10 days and must make a reservation for 10 days or longer in order to do so. Indoor gyms, meeting rooms, ballrooms and dining must remain closed, though
outdoor dining can resume. - 20 - In response to the decrease in demand, we have since furloughed all managers at the Hotel except for members of the executive team and continue to limit hourly staff to a minimum. By the end ofMarch 2020 , we had temporarily closed all of our food and beverage outlets, valet parking, concierge and bell services, fitness center, as well as the executive lounge facility. We continue to implement social distancing standards and cleaning processes designed by Interstate and Hilton to keep employees and guests safe. The full impact and duration of the COVID-19 outbreak continues to evolve as of the date of this report. The pandemic effectively eliminated our ability to generate any profits, due to the drastic decline in both leisure and business travel. As a result, management believes the ongoing length and severity of the economic downturn caused by the pandemic will have a material adverse impact on our future business, financial condition, liquidity and financial results. We are also assessing the potential impact on the impairment analysis of our long-lived assets and the realization of our deferred tax assets. As of the date of this report, the effects of the pandemic continue to affect our economy, business and leisure travel, and our needs to continue to curtail certain revenue generating activities at the Hotel, and until there are vaccines or other methodologies to effectively combat this pandemic, we expect that the effects will have a material adverse effect on our business. As a result of the CARES Act signed into law onMarch 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 theSmall Business Administration ("SBA"). The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program ("PPP"), whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. OnApril 9, 2020 , Justice entered into a loan agreement ("SBA Loan") withCIBC Bank USA under the CARES Act. Justice received proceeds of$4,719,000 from the SBA Loan. In accordance with the requirements of the CARES Act, Justice has used proceeds from the SBA Loan primarily for payroll costs. As ofDecember 31, 2020 , Justice had used all proceeds of the SBA Loan in qualified expenses. The SBA Loan is scheduled to mature onApril 9, 2022 with a 1.00% interest rate and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. All payments of principal and interest are deferred untilJuly 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. OnDecember 29, 2020 , Justice submitted its application for full loan forgiveness. RESULTS OF OPERATIONS
The Company's principal source of revenue continues to be derived from its general and limited partnership interest in theJustice Investors Limited Partnership ("Justice" or the "Partnership") inclusive of hotel room revenue, food and beverage revenue, garage revenue, and revenue from other operating departments. Justice owns the Hotel and related facilities, including a five-level underground parking garage. The financial statements of Justice have been consolidated with those of the Company. 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 onDecember 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. OnJune 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 onJuly 1, 2015 . OnFebruary 1, 2017 , Justice entered into a Hotel management agreement ("HMA") withInterstate Management Company, LLC ("Interstate") to manage the Hotel and related facilities with an effective takeover date ofFebruary 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.
Three Months Ended
The Company had net loss of$3,244,000 for the three months endedDecember 31, 2020 compared to net income of$426,000 for the three months endedDecember 31, 2019 . The change is primarily attributable to the decrease in Hotel revenue. - 21 -Hotel Operations
The Company had net loss from Hotel operations of
The following table sets forth a more detailed presentation of Hotel operations
for the three months ended
For the three months ended December 31, 2020 2019 Hotel revenues: Hotel rooms$ 2,584,000 $ 12,497,000 Food and beverage 76,000 1,425,000 Garage 424,000 776,000 Other operating departments 25,000 203,000 Total hotel revenues 3,109,000 14,901,000 Operating expenses excluding depreciation and amortization (5,133,000 ) (11,730,000 ) Operating (loss) income before interest, depreciation and amortization (2,024,000 )
3,171,000
Interest expense - mortgage (1,791,000 ) (1,825,000 ) Depreciation and amortization expense (533,000 ) (562,000 ) Net (loss) income from Hotel operations$ (4,348,000 ) $
784,000
For the three months endedDecember 31, 2020 , the Hotel had operating loss of$2,024,000 before interest expense, depreciation and amortization on total operating revenues of$3,109,000 compared to operating income of$3,171,000 before interest expense, depreciation and amortization on total operating revenues of$14,901,000 for the three months endedDecember 31, 2019 . For the three months endedDecember 31, 2020 , room revenues decreased by$9,913,000 , food and beverage revenue decreased by$1,349,000 , and garage revenue decreased by$352,000 , compared to the three months endedDecember 31, 2019 . The year over year decline in all areas are result of the business interruption attributable to a variety of responses by federal, state, and local civil authority to the COVID-19 outbreak sinceMarch 2020 . Total operating expenses decreased by$6,597,000 due to decrease in salaries and wages, rooms commission, credit card fees, management fees, and franchise fees. The following table sets forth the average daily room rate, average occupancy percentage and RevPAR of the Hotel for the three months endedDecember 31, 2020 and 2019. Three Months Average Average Ended December 31, Daily Rate Occupancy % RevPAR 2020$ 107 48 %$ 52 2019$ 255 98 %$ 250 The Hotel's revenues decreased by 79% this quarter as compared to the previous comparable quarter. Average daily rate decreased by$149 , average occupancy dropped 50%, and RevPAR decreased by$199 for the three months endedDecember 31, 2020 compared to the three months endedDecember 31, 2019 . Investment Transactions The Company had a net gain of$59,000 from marketable securities for the three months endedDecember 31, 2020 compared to a net loss of$40,000 from marketable securities for the three months endedDecember 31, 2019 . For the three months endedDecember 31, 2020 , the Company had a net unrealized gain of$59,000 . For the three months endedDecember 31, 2019 , the Company had a net realized gain of$20,000 and a net unrealized loss of$60,000 . Gains and losses on marketable securities may fluctuate significantly from period to period in the future and could have a significant impact on the Company's results of operations. However, the amount of gain or loss on marketable securities for any given period may have no predictive value and variations in amount from period to period may have no analytical value. For a more detailed description of the composition of the Company's marketable securities see theMarketable Securities section below. - 22 - 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 endedDecember 31, 2020 and 2019 represents the income tax effect on the Company's pretax income (loss) which includes its share in the net income (loss) of the Hotel.
Six Months Ended
The Company had net loss of$6,259,000 for the six months endedDecember 31, 2020 compared to net income of$1,351,000 for the six months endedDecember 31, 2019 . The change is primarily attributable to the decrease in Hotel revenue.Hotel Operations The Company had net loss from Hotel operations of$8,277,000 for the six months endedDecember 31, 2020 compared to net income of$2,398,000 for the six months endedDecember 31, 2019 . The change is primarily attributable to the decrease in Hotel revenue.
The following table sets forth a more detailed presentation of Hotel operations
for the six months ended
For the six months ended December 31, 2020 2019 Hotel revenues: Hotel rooms$ 5,474,000 $ 25,811,000 Food and beverage 113,000 2,647,000 Garage 894,000 1,512,000 Other operating departments 53,000 360,000 Total hotel revenues 6,534,000 30,330,000 Operating expenses excluding depreciation and amortization (10,166,000 ) (23,078,000 ) Operating (loss) income before interest, depreciation and amortization (3,632,000 )
7,252,000
Interest expense - mortgage (3,582,000 ) (3,748,000 ) Depreciation and amortization expense (1,063,000 )
(1,106,000 )
Net (loss) income from Hotel operations
For the six months endedDecember 31, 2020 , the Hotel had operating loss of$3,632,000 before interest expense, depreciation and amortization on total operating revenues of$6,534,000 compared to operating income of$7,252,000 before interest expense, depreciation and amortization on total operating revenues of$30,330,000 for the six months endedDecember 31, 2019 . For the six months endedDecember 31, 2020 , room revenues decreased by$20,337,000 , food and beverage revenue decreased by$2,534,000 , and garage revenue decreased by$618,000 , compared to the six months endedDecember 31, 2019 . The year over year decline in all areas are result of the business interruption attributable to a variety of responses by federal, state, and local civil authority to the COVID-19 outbreak sinceMarch 2020 . Total operating expenses decreased by$12,912,000 due to decrease in salaries and wages, rooms commission, credit card fees, management fees, and franchise fees. The following table sets forth the average daily room rate, average occupancy percentage and RevPAR of the Hotel for the six months endedDecember 31, 2020 and 2019. Six months Average Average Ended December 31, Daily Rate Occupancy % RevPAR 2020$ 107 51 %$ 55 2019$ 263 98 %$ 258
The Hotel's revenues decreased by 79% for the six months endedDecember 31, 2020 , as compared to the six months endedDecember 31, 2019 . Average daily rate decreased by$156 , average occupancy decreased by 47%, and RevPAR decreased by$203 for the six months endedDecember 31, 2020 , compared to the six months
endedDecember 31, 2019 . - 23 - Investment Transactions
The Company had a net gain on marketable securities of$116,000 for the six months endedDecember 31, 2020 compared to a net loss on marketable securities of$214,000 for the six months endedDecember 31, 2019 . For the six months endedDecember 31, 2020 , the Company had a net realized loss of$11,000 and a net unrealized gain of$127,000 . For the six months endedDecember 31, 2019 , the Company had a net realized gain of$17,000 and a net unrealized loss of$231,000 .
Gains and losses on marketable securities may fluctuate significantly from
period to period in the future and could have a significant impact on the
Company's results of operations. However, the amount of gain or loss on
marketable securities for any given period may have no predictive value and
variations in amount from period to period may have no analytical value. For a
more detailed description of the composition of the Company's marketable
securities see the
The Company consolidates Justice (Hotel) for financial reporting purposes and is not taxed on its non-controlling interest in the Hotel. The income tax expense during the six months endedDecember 31, 2020 and 2019 represents the income tax effect on the Company's pretax income which includes its share in the net income of the Hotel. MARKETABLE SECURITIES The following table shows the composition of the Company's marketable securities portfolio as ofDecember 31, 2020 andJune 30, 2020 by selected industry groups. % of Total As of December 31, 2020 Investment Industry Group Fair Value Securities Basic materials$ 411,000 59.2 % REITs and real estate companies 283,000 40.8 %$ 694,000 100.0 % % of Total As of June 30, 2020 Investment Industry Group Fair Value Securities Basic materials$ 377,000 66.7 % REITs and real estate companies 162,000 28.7 % Energy 26,000 4.6 %$ 565,000 100.0 % As ofDecember 31, 2020 , the Company's investment portfolio includes four equity positions. The Company holds three equity securities that are more than 10% of the equity value of the portfolio. The largest security position represents 53% of the portfolio and consists of the common stock of Comstock, which is included in the basic materials industry group. The second largest security position represents 28% of the portfolio and consists of the common stock of American Realty Investors, Inc. (NYSE: ARL), which is included in the REITs and real estate companies' industry group. As ofJune 30, 2020 , the Company held four different equity positions in its investment portfolio. The Company held two equity securities that comprised more than 10% of the equity value of the portfolio. The largest security position represents 60% of the portfolio and consists of the common stock of Comstock which is included in the basic materials industry group. - 24 -
The following table shows the net gain (loss) on the Company's marketable securities and the associated margin interest and trading expenses for the respective periods:
For the three months ended
-
Dividend and interest income - 41,000
Margin interest expense - (5,000 )
Trading and management expenses (25,000 ) (26,000 )
$ 33,000 $ (30,000 )
For the six months ended December 31, 2020 2019
Net gain (loss) on marketable securities
-
Dividend and interest income 15,000 88,000
Margin interest expense - (14,000 )
Trading and management expenses (56,000 ) (56,000 )
$ 52,000 $ (196,000 ) FINANCIAL CONDITION AND LIQUIDITY
The Company had cash and cash equivalents of$1,210,000 and$4,710,000 as ofDecember 31, 2020 andJune 30, 2020 , respectively. In addition, the Hotel had$5,977,000 and$10,666,000 of restricted cash held by its senior lenderWells Fargo Bank, N.A. ("Lender") as ofDecember 31, 2020 andJune 30, 2020 , respectively. Of the$10,666,000 restricted cash held as ofJune 30, 2020 ,$2,432,000 was for a possible future property improvement plan ("PIP") requested by our franchisor, Hilton. However, Hilton has confirmed that it will not require a PIP for our Hotel until relicensing which shall occur at the earlier of (i)January 2030 , which is six years after the maturity date of our current senior and mezzanine loans, or (ii) upon the sale of our Hotel. OnAugust 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. OnApril 9, 2020 , Justice entered into a loan agreement ("SBA Loan") withCIBC Bank USA under the recently enacted Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") administered by theU.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 ofDecember 31, 2020 , Justice had used all proceeds of the SBA Loan in qualified expenses. The SBA Loan is scheduled to mature onApril 9, 2022 with a 1.00% interest rate and is subject to the terms and conditions applicable to loans administered by theU.S. Small Business Administration under the CARES Act. All payments of principal and interest are deferred untilJuly 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. OnDecember 29, 2020 , Justice submitted its application for full loan forgiveness. In order to increase its liquidity position and to take advantage of the favorable interest rate environment, InterGroup refinanced its 151-unit apartment complex inParsippany, New Jersey onApril 30, 2020 , generating net proceeds of$6,814,000 . InJune 2020 , InterGroup refinanced one of itsCalifornia properties and generated net proceeds of$1,144,000 . During the three months endedDecember 31, 2020 , InterGroup completed refinancing on two of itsCalifornia properties and generated net proceeds of$4,327,000 . InJanuary 2021 , InterGroup refinanced an additionalCalifornia property and generated net proceeds of$1,057,000 . InterGroup is currently evaluating other refinancing opportunities and it could refinance additional multifamily properties should the need arise, or should management consider the interest rate environment favorable. InterGroup has an uncollateralized$8,000,000 revolving line of credit fromCIBC Bank USA ("CIBC") and the entire$8,000,000 is available to be drawn down as ofDecember 31, 2020 should additional liquidity be necessary. OnAugust 28, 2020 , Santa Fe sold its 27-unit apartment complex located inSanta Monica, California for$15,650,000 and realized a gain on the sale of approximately$12,043,000 . Santa Fe will manage its federal and state income tax liability, and anticipates the utilization of its available net operating losses and capital loss carryforwards. Santa Fe received net proceeds of$12,163,000 after selling costs and repayment of InterGroup's RLOC of$2,985,000 as InterGroup had drawn on its RLOC inJuly 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. - 25 -
As the sole general partner of Justice that controls approximately 96.6% of the voting interest in the Partnership, Portsmouth has the ability to amend the partnership agreement to allow for capital calls to the limited partners of Justice if needed. The majority of any capital calls will be met by Portsmouth. Portsmouth will have financing availability, upon the authorization of the respective board of directors, to borrow from InterGroup and/or Santa Fe to meet any capital calls and its other obligations during the next twelve months and beyond. OnAugust 28, 2020 , theBoard of InterGroup and Santa Fe passed resolutions, respectively, to provide funding to Portsmouth if necessary. OnDecember 16, 2020 , Justice and InterGroup entered into a loan modification agreement which increased Justice's borrowing from InterGroup as needed up to$10,000,000 from its current loan balance of$3,000,000 due to InterGroup. OnDecember 31, 2020 , InterGroup advanced$700,000 to Justice per the aforementioned agreement. The Partnership is also allowed to seek additional loans and sell partnership interests. Upon the consent of the general partner and a super majority in interest, the Partnership may sell additional classes or series of units of the Partnership under certain conditions in order to raise additional capital. Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating and other expenditures, including management and franchise fees, corporate expenses, payroll and related costs, taxes, interest and principal payments on our outstanding indebtedness, and repairs and maintenance of the Hotel. Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities and capital improvements of the Hotel. We will continue to finance our business activities primarily with existing cash, including from the activities described above, and cash generated from our operations. After considering our approach to liquidity and accessing our available sources of cash, we believe that our cash position, after giving effect to the transactions discussed above, will be adequate to meet anticipated requirements for operating and other expenditures, including corporate expenses, payroll and related benefits, taxes and compliance costs and other commitments, for at least twelve months from the date of issuance of these financial statements, even if current levels of low occupancy and low RevPAR were to persist. The objectives of our cash management policy are to maintain existing leverage levels and the availability of liquidity, while minimizing operational costs. We believe that our cash on hand, along with other potential aforementioned sources of liquidity that management may be able to obtain, will be sufficient to fund our working capital needs, as well as our capital lease and debt obligations for at least the next twelve months and beyond. However, there can be no guarantee that management will be successful with its plan.
MATERIAL CONTRACTUAL OBLIGATIONS
The following table provides a summary as of
6 Months Year Year Year Year
Total 2021 2022 2023 2024 2025 ThereafterMortgage notes payable$ 111,536,000 $ 790,000
520,000 9,467,000 750,000 567,000 567,000 1,819,000
Interest 18,913,000 2,989,000 6,291,000 6,180,000 3,453,000 - -
Total $ 144,139,000 $ 4,299,000 $ 17,390,000 $ 8,651,000 $ 111,413,000 $ 567,000 $ 1,819,000 OFF-BALANCE SHEET ARRANGEMENTS
The Company has no material off balance sheet arrangements.
- 26 - 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.
CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
Critical accounting policies are those that are most significant to the presentation of our financial position and results of operations and require judgments by management in order to make estimates about the effect of matters that are inherently uncertain. The preparation of these condensed financial statements requires us to make estimates and judgments that affect the reported amounts in our consolidated financial statements. We evaluate our estimates on an on-going basis, including those related to the consolidation of our subsidiaries, to our revenues, allowances for bad debts, accruals, asset impairments, other investments, income taxes and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The actual results may differ from these estimates or our estimates may be affected by different assumptions or conditions. There have been no material changes to the Company's critical accounting policies during the six months endedDecember 31, 2020 . Please refer to the Company's Annual Report on Form 10-K for the year endedJune 30, 2020 for a summary of the critical accounting policies.
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