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RELATED PARTY TRANSACTIONS
 12 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 16 – RELATED PARTY TRANSACTIONS

 

As discussed in Note 9 – Other Financing Transactions, on July 2, 2014, InterGroup, as lender, established an unsecured revolving loan facility to its then-consolidated subsidiary, Justice Investors L.P. (the “Partnership”), with an initial principal capacity of $4,250,000, bearing a fixed annual interest rate of 12%, with no monthly principal or interest payments required prior to maturity. InterGroup also earned a loan fee equal to 3% of the original commitment. The facility was prepayable at any time without penalty and was subsequently extended through July 31, 2023.

 

On December 16, 2020, InterGroup and the Partnership executed a loan modification increasing the maximum borrowing capacity, as needed, to $10,000,000. Subsequently, on December 31, 2021, following the dissolution of the Partnership, Portsmouth Square, Inc. (“Portsmouth”), InterGroup’s majority-owned subsidiary and successor obligor, entered into a modification that (i) transferred the outstanding obligation to Portsmouth following the Partnership’s dissolution on December 23, 2021 (then $11,350,000) and (ii) increased Portsmouth’s borrowing limit to $16,000,000.

 

In July 2023, the loan’s maturity date was extended to July 31, 2025, and the available borrowing capacity was increased to $20,000,000. In connection with this increase, Portsmouth agreed to pay InterGroup 0.5% loan modification fee applicable to the additional $10,000,000.

 

In March 2024, InterGroup and Portsmouth raised the available borrowing limit to $30,000,000, subject to an additional 0.5% modification fee applicable to the $10,000,000 increase.

 

In March 2025, InterGroup further increased the commitment to $40,000,000 and extended the maturity to July 31, 2027. In May 2025, InterGroup reduced the facility’s fixed interest rate from 12% to 9%. The facility remains unsecured, interest-only, prepayable at any time without penalty, with principal and accrued interest due at maturity.

 

During the fiscal years ended June 30, 2025, and 2024, InterGroup advanced $11,615,000 and $10,793,000, respectively, to Portsmouth (principally to support Hotel refinancing). As of June 30, 2025, and 2024, amounts due to InterGroup from Portsmouth under the facility totaled $38,108,000 and $26,493,000, respectively. As of June 30, 2025, Portsmouth had not made any principal repayments.

 

InterGroup consolidates Portsmouth, the intercompany note receivable (InterGroup) and intercompany note payable (Portsmouth), together with related intercompany interest income/expense, are eliminated in consolidation. The terms are disclosed for transparency regarding related-party arrangements. InterGroup’s Audit Committee and Board of Directors reviewed and approved the related party loan agreements in accordance with its related party transaction policy.

 

 

Certain shared costs and expenses - primarily administrative expenses, rent and insurance - are allocated between InterGroup and Portsmouth based on management’s estimate of relative utilization. For the years ended June 30, 2025 and 2024, these expenses were approximately $144,000 for each year. Those fees are eliminated in consolidation.

 

As of June 30, 2025, InterGroup owns approximately 75.9% of the outstanding common shares of Portsmouth. As of June 30, 2024, the Company’s President, Chairman of the Board and Chief Executive Officer, John V. Winfield, owns approximately 2.5% of the outstanding common shares of Portsmouth. Mr. Winfield also serves as the Chairman of the Board and Chief Executive Officer of Portsmouth.

 

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 Board of Portsmouth and oversees the investment activity of Portsmouth. Depending on certain market conditions and various risk factors, the Chief Executive Officer and/or Portsmouth 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 Portsmouth, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company. Parallel investments are subject to InterGroup’s related-party policies and applicable SEC disclosure requirements.