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, 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


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



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



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

into
the yellow tier guidelines.



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



  - 21 -






As a result of the CARES Act signed into law on March 27, 2020, additional
avenues of relief may be available to workers and families through enhanced
unemployment insurance provisions and to small businesses through programs
administered by the Small Business Administration ("SBA"). The CARES Act
includes, among other things, provisions relating to payroll tax credits and
deferrals, net operating loss carryback periods, alternative minimum tax credits
and technical corrections to tax depreciation methods for qualified improvement
property. The CARES Act also established a Paycheck Protection Program ("PPP"),
whereby certain small businesses are eligible for a loan to fund payroll
expenses, rent, and related costs. On April 9, 2020, Justice entered into a loan
agreement ("SBA Loan") with CIBC 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 of March 31, 2021, Justice had used all proceeds of the SBA Loan in
qualified expenses. The SBA Loan is scheduled to mature on April 9, 2022 with a
1.00% interest rate and is subject to the terms and conditions applicable to
loans administered by the SBA under the CARES Act. If the SBA approves the
forgiveness amount, all payments of principal and interest are deferred until
the date the forgiveness amount is remitted by the SBA to CIBC. If the SBA does
not forgive any amount of the loan, payments would start within 30 days.
Repayment obligations under the loan may be forgiven if the funds are used for
payroll and other qualified expenses. All unforgiven portion of the principal
and accrued interest will be due at maturity. On December 29, 2020, Justice
submitted its application for full loan forgiveness. As of March 31, 2021, the
SBA has not forgiven the SBA Loan.



On February 3, 2021, Justice entered into a second loan agreement ("Second SBA
Loan") with CIBC Bank USA administered by the SBA. Justice received proceeds of
$2,000,000 from the Second SBA Loan. Justice will use proceeds from the Second
SBA Loan primarily for payroll costs. The Second SBA Loan is scheduled to mature
on February 3, 2026 and has a 1.00% interest rate and is subject to the terms
and conditions applicable to loans administered by the U.S. Small Business
Administration under the CARES Act. All payments of principal and interest are
deferred until either: (a) if the SBA approves the forgiveness amount, the date
the forgiveness amount is remitted by the SBA to CIBC; or (b) if Justice does
not apply for forgiveness within 10 months after the last day of the covered
period specified in the loan agreement or if the forgiveness amount is not
approved, the date that is 10 months after the last day of the covered period.
The loan may be forgiven if the funds are used for payroll and other qualified
expenses. All unforgiven portion of the principal and accrued interest will be
due at maturity. As of March 31, 2021, unused portion of the Second SBA Loan was
$350,000.



RESULTS OF OPERATIONS



The Company's principal source of revenue continues to be derived from its
general and limited partnership interest in the Justice Investors Limited
Partnership ("Justice" or the "Partnership") inclusive of hotel room revenue,
food and beverage revenue, garage revenue, and revenue from other operating
departments. Justice owns the Hotel and related facilities, including a
five-level underground parking garage. The financial statements of Justice have
been consolidated with those of the Company.



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.



  - 22 -





Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020


The Company had net loss of $1,737,000 for the three months ended March 31, 2021
compared to net loss of $1,205,000 for the three months ended March 31, 2020.
The change is primarily attributable to the decrease in Hotel revenue.



Hotel Operations

The Company had net loss from Hotel operations of $3,424,000 for the three months ended March 31, 2021 compared to net loss of $1,141,000 for the three months ended March 31, 2020. 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 three months ended March 31, 2021 and 2020.


For the three months ended March 31,                    2021
2020
Hotel revenues:
Hotel rooms                                        $    2,368,000     $    9,642,000
Food and beverage                                          17,000            874,000
Garage                                                    479,000            650,000
Other operating departments                                38,000             93,000
Total hotel revenues                                    2,902,000         11,259,000
Operating expenses excluding depreciation and
amortization                                           (3,990,000 )      (10,060,000 )
Operating (loss) income before interest,
depreciation and amortization                          (1,088,000 )       

1,199,000


Interest expense - mortgage                            (1,833,000 )       (1,793,000 )
Depreciation and amortization expense                    (503,000 )         (547,000 )
Net loss from Hotel operations                     $   (3,424,000 )   $   (1,141,000 )
For the three months ended March 31, 2021, the Hotel had operating loss of
$1,088,000 before interest expense, depreciation and amortization on total
operating revenues of $2,902,000 compared to operating income of $1,199,000
before interest expense, depreciation and amortization on total operating
revenues of $11,259,000 for the three months ended March 31, 2020. For the three
months ended March 31, 2021, room revenues decreased by $7,274,000, food and
beverage revenue decreased by $857,000, and garage revenue decreased by
$171,000, compared to the three months ended March 31, 2020. 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
$6,070,000 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 ended March 31, 2021 and
2020.



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

                   2021         $        103                47 %   $     48
                   2020         $        242                76 %   $    184




The Hotel's revenues decreased by 74% this quarter as compared to the previous
comparable quarter. Average daily rate decreased by $139, average occupancy
dropped 29%, and RevPAR decreased by $136 for the three months ended March 31,
2021 compared to the three months ended March 31, 2020.



  - 23 -






Investment Transactions



The Company had a net gain on marketable securities of $1,268,000 for the three
months ended March 31, 2021 compared to a net loss on marketable securities of
$307,000 for the three months ended March 31, 2020. For the three months ended
March 31, 2021, the Company had a net realized loss of $250,000 and a net
unrealized gain of $1,518,000. For the three months ended March 31, 2020, the
Company had a net realized loss of $192,000 and a net unrealized loss of
$115,000. Gains and losses on marketable securities may fluctuate significantly
from period to period in the future and could have a significant impact on the
Company's results of operations. However, the amount of gain or loss on
marketable securities for any given period may have no predictive value and
variations in amount from period to period may have no analytical value. For a
more detailed description of the composition of the Company's marketable
securities see the Marketable Securities section below.



The Company consolidates Justice (Hotel) for financial reporting purposes and is
not taxed on its non-controlling interest in the Hotel. The income tax benefit
during the three months ended March 31, 2021 and 2020 represents the income tax
effect on the Company's pretax income (loss) which includes its share in the net
loss of the Hotel.


Nine Months Ended March 31, 2021 Compared to Nine Months Ended March 31, 2020


The Company had net loss of $7,996,000 for the nine months ended March 31, 2021
compared to net income of $146,000 for the nine months ended March 31, 2020. The
change is primarily attributable to the decrease in Hotel revenue.



Hotel Operations

The Company had net loss from Hotel operations of $11,701,000 for the nine months ended March 31, 2021 compared to net income of $1,257,000 for the nine months ended March 31, 2020. 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, 2021 and 2020.


For the nine months ended March 31,                     2021
2020
Hotel revenues:
Hotel rooms                                        $    7,842,000     $   35,453,000
Food and beverage                                         130,000          3,521,000
Garage                                                  1,373,000          2,162,000
Other operating departments                                91,000            453,000
Total hotel revenues                                    9,436,000         41,589,000
Operating expenses excluding depreciation and
amortization                                          (14,156,000 )      (33,138,000 )
Operating (loss) income before interest,
depreciation and amortization                          (4,720,000 )       

8,451,000


Interest expense - mortgage                            (5,415,000 )       (5,541,000 )
Depreciation and amortization expense                  (1,566,000 )       (1,653,000 )
Net (loss) income from Hotel operations            $  (11,701,000 )   $   

1,257,000




For the nine months ended March 31, 2021, the Hotel had operating loss of
$4,720,000 before interest expense, depreciation and amortization on total
operating revenues of $9,436,000 compared to operating income of $8,451,000
before interest expense, depreciation and amortization on total operating
revenues of $41,589,000 for the nine months ended March 31, 2020. For the nine
months ended March 31, 2021, room revenues decreased by $27,611,000, food and
beverage revenue decreased by $3,391,000, and garage revenue decreased by
$789,000, compared to the nine months ended March 31, 2020. 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
$18,982,000 due to decrease in salaries and wages, rooms commission, credit card
fees, management fees, and franchise fees.



  - 24 -






The following table sets forth the average daily room rate, average occupancy
percentage and RevPAR of the Hotel for the nine months ended March 31, 2021

and
2020.



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

                   2021         $        106                49 %   $     52
                   2020         $        256                91 %   $    233




The Hotel's revenues decreased by 77% for the nine months ended March 31, 2021,
as compared to the nine months ended March 31, 2020. Average daily rate
decreased by $150, average occupancy decreased by 42%, and RevPAR decreased by
$181 for the nine months ended March 31, 2021, compared to the nine months

ended
March 31, 2020.



Investment Transactions



The Company had a net gain on marketable securities of $1,384,000 for the nine
months ended March 31, 2021 compared to a net loss on marketable securities of
$521,000 for the nine months ended March 31, 2020. For the nine months ended
March 31, 2021, the Company had a net realized loss of $261,000 and a net
unrealized gain of $1,645,000. For the nine months ended March 31, 2020, the
Company had a net realized loss of $175,000 and a net unrealized loss of
$346,000. Gains and losses on marketable securities may fluctuate significantly
from period to period in the future and could have a significant impact on the
Company's results of operations. However, the amount of gain or loss on
marketable securities for any given period may have no predictive value and
variations in amount from period to period may have no analytical value. For a
more detailed description of the composition of the Company's marketable
securities see the Marketable Securities section below.



The Company 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, 2021 and 2020 represents the
income tax effect on the Company's pretax income which includes its share in the
net (loss) income of the Hotel.



MARKETABLE SECURITIES



The following table shows the composition of the Company's marketable securities
portfolio as of March 31, 2021 and June 30, 2020 by selected industry groups.



                                                    % of Total
      As of March 31, 2021                          Investment
         Industry Group            Fair Value       Securities

 Basic materials                   $ 1,265,000             78.9 %
 REITs and real estate companies       276,000             17.2 %
 Industrials                            62,000              3.9 %
                                   $ 1,603,000            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 of March 31, 2021, the Company's investment portfolio includes six equity
positions. The Company holds one equity securities that are more than 10% of the
equity value of the portfolio. The largest security position represents 77% of
the portfolio and consists of the common stock of Comstock, which is included in
the basic materials industry group.



  - 25 -






As of June 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.



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 March 31,          2021            2020

Net gain (loss) on marketable securities $ 1,268,000 $ (307,000 ) Impairment loss on other investments

           (15,000 )      (38,000 )
Dividend and interest income                     1,000         41,000
Margin interest expense                              -         (5,000 )
Trading and management expenses                (35,000 )      (28,000 )
                                           $ 1,219,000     $ (337,000 )




For the nine months ended March 31,           2021            2020

Net gain (loss) on marketable securities $ 1,384,000 $ (521,000 ) Impairment loss on other investments

           (38,000 )      (38,000 )
Dividend and interest income                    16,000        129,000
Margin interest expense                              -        (19,000 )
Trading and management expenses                (91,000 )      (84,000 )
                                           $ 1,271,000     $ (533,000 )

FINANCIAL CONDITION AND LIQUIDITY





The Company had cash and cash equivalents of $3,298,000 and $4,710,000 as of
March 31, 2021 and June 30, 2020, respectively. In addition, the Hotel had
$5,785,000 and $10,666,000 of restricted cash held by its senior lender Wells
Fargo Bank, N.A. ("Lender") as of March 31, 2021 and June 30, 2020,
respectively. Of the $10,666,000 restricted cash held as of June 30, 2020,
$2,432,000 was for a possible future property improvement plan ("PIP") requested
by our franchisor, Hilton. However, Hilton has confirmed that it will not
require a PIP for our Hotel until relicensing which shall occur at the earlier
of (i) January 2030, which is six years after the maturity date of our current
senior and mezzanine loans, or (ii) upon the sale of our Hotel. On August 19,
2020, Lender released PIP deposits in the amount of $2,379,000 to the Hotel. The
funds were utilized to fund operating expenses, including franchise and
management fees and other expenses.



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 March 31, 2021, 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. If the SBA approves the forgiveness
amount, all payments of principal and interest are deferred until the date the
forgiveness amount is remitted by the SBA to CIBC. If the SBA does not forgive
any amount of the loan, payments would start within 30 days. Repayment
obligations under the loan may be forgiven if the funds are used for payroll and
other qualified expenses. All unforgiven portion of the principal and accrued
interest will be due at maturity. On December 29, 2020, Justice submitted its
application for full loan forgiveness. As of March 31, 2021, the SBA has not
forgiven the SBA Loan.



  - 26 -






On February 3, 2021, Justice entered into a second loan agreement ("Second SBA
Loan") with CIBC Bank USA administered by the SBA. Justice received proceeds of
$2,000,000 from the Second SBA Loan. Justice will use proceeds from the Second
SBA Loan primarily for payroll costs. The Second SBA Loan is scheduled to mature
on February 3, 2026 and has a 1.00% interest rate and is subject to the terms
and conditions applicable to loans administered by the U.S. Small Business
Administration under the CARES Act. All payments of principal and interest are
deferred until either: (a) if the SBA approves the forgiveness amount, the date
the forgiveness amount is remitted by the SBA to CIBC; or (b) if Justice does
not apply for forgiveness within 10 months after the last day of the covered
period specified in the loan agreement or if the forgiveness amount is not
approved, the date that is 10 months after the last day of the covered period.
The loan may be forgiven if the funds are used for payroll and other qualified
expenses. All unforgiven portion of the principal and accrued interest will be
due at maturity. As of March 31, 2021, unused portion of the Second SBA Loan was
$350,000.



In order to increase its liquidity position and to take advantage of the
favorable interest rate environment, InterGroup refinanced its 151-unit
apartment complex in Parsippany, New Jersey on April 30, 2020, generating net
proceeds of $6,814,000. In June 2020, InterGroup refinanced one of its
California properties and generated net proceeds of $1,144,000. During the nine
months ended March 31, 2021, InterGroup completed refinancing on three of its
California properties and generated net proceeds of $5,384,000. 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 March 31, 2021
should additional liquidity be necessary. On August 28, 2020, Santa Fe sold its
27-unit apartment complex located in Santa Monica, California for $15,650,000
and realized a gain on the sale of approximately $12,043,000. Santa Fe will
manage its federal and state income tax liability, and anticipates the
utilization of its available net operating losses and capital loss
carryforwards. Santa Fe received net proceeds of $12,163,000 after selling costs
and repayment of InterGroup's RLOC of $2,985,000 as InterGroup had drawn on its
RLOC in July 2018 to pay off the previous Fannie Mae mortgage on the property.
Furthermore, pursuant to the Contribution Agreement between Santa Fe and
InterGroup, Santa Fe paid InterGroup $662,000 from the sale.



As the sole general partner of Justice that controls approximately 97.5% 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 to meet any capital
calls and its other obligations during the next twelve months and beyond. On
August 28, 2020, the Board of InterGroup passed resolutions to provide funding
to Portsmouth if necessary. On December 16, 2020, Justice and InterGroup entered
into a loan modification agreement which increased Justice's borrowing from
InterGroup as needed up to $10,000,000. Since December 2020, InterGroup has
advanced $2,950,000 to Justice per the aforementioned loan modification
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.




  - 27 -





MATERIAL CONTRACTUAL OBLIGATIONS

The following table provides a summary as of March 31, 2021, the Company's material financial obligations which also including interest payments:





                                                         3 Months           Year            Year             Year            Year
                                          Total            2021             2022            2023             2024            2025        Thereafter
Mortgage notes payable                $ 111,130,000     $   385,000     $  1,632,000     $ 1,721,000     $ 107,392,000     $       -     $         -
SBA loans and other notes payable         7,502,000         119,000        5,200,000         183,000                 -             -       2,000,000
Related party notes payable              10,178,000         379,000        6,517,000         567,000           567,000       567,000       1,581,000
Interest                                 17,290,000       1,365,000        6,291,000       6,180,000         3,454,000             -               -
  Total                               $ 146,100,000     $ 2,248,000     $ 19,640,000     $ 8,651,000     $ 111,413,000     $ 567,000     $ 3,581,000

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no material off balance sheet arrangements.





IMPACT OF INFLATION



Hotel room rates are typically impacted by supply and demand factors, not
inflation, since rental of a hotel room is usually for a limited number of
nights. Room rates can be, and usually are, adjusted to account for inflationary
cost increases. Since Aimbridge 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 nine
months ended March 31, 2021. Please refer to the Company's Annual Report on Form
10-K for the year ended June 30, 2020 for a summary of the critical accounting
policies.

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