v3.26.3
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 14 – COMMITMENTS AND CONTINGENCIES

 

Cash Management Agreement

 

In connection with the March 28, 2025 refinancing of the Hotel’s senior mortgage, Justice Operating Company, LLC (“Operating”) entered into a Cash Management Agreement with the senior mortgage lender and Wells Fargo Bank, N.A., as cash management bank. Under the agreement, Hotel receipts are deposited into lender-controlled accounts and applied in accordance with the priority and reserve requirements specified in the senior loan documents. The cash management arrangement remained in effect as of June 30, 2026. See Note 9 – Mortgage and Mezzanine Loans for additional information regarding the senior mortgage loan and the cash management release conditions.

 

Franchise Agreements

 

Operating is party to a franchise agreement with HLT Franchise Holding, LLC (“Hilton”) under which the Hotel operates as the Hilton San Francisco Financial District. The franchise agreement extends through January 31, 2030 and requires the Hotel to pay royalties, program fees and certain other charges based primarily on Hotel revenues and to comply with applicable Hilton brand standards.

 

Franchise-related fees were approximately $3,989,000 and $3,529,000 for the years ended June 30, 2026 and 2025, respectively, and are included in Hotel operating expenses. See Note 8 – Related Party and Other Financing Transactions for information regarding the Hilton development incentive note.

 

Hotel Employees and Collective Bargaining Agreements

 

As of June 30, 2026, the Hotel had 187 employees, approximately 90% of whom were represented by one of three labor unions. Aimbridge is party to the applicable collective bargaining agreements (“CBAs”) as agent for Operating, and Operating funds the related payroll, benefits and other labor costs.

 

The CBA covering Local 2 (Hotel and Restaurant Employees) expires on August 13, 2028; the CBA covering Local 856 (International Brotherhood of Teamsters) expires on December 31, 2028; and the CBA covering Local 39 (Stationary Engineers) expires in July 2030. The terms of the CBAs affect the Hotel’s wages, employee benefits and other labor-related operating costs.

 

 

Legal Matters

 

Portsmouth Square, Inc., through Justice Investors Operating Company, LLC (the “Company”), owns the real property at 750 Kearny Street in San Francisco, which is improved with a 27-story building that houses a Hilton-branded hotel (the “Property”). In connection with City approvals in the early 1970s, the Company constructed an ornamental overhead pedestrian bridge spanning Kearny Street to the City’s Portsmouth Square park and underground garage (the “Bridge”), pursuant in part to a Major Encroachment Permit (the “Permit”).

 

On May 24, 2022, the City purported to revoke the Permit and, on June 13, 2022, directed the Company to submit a general bridge removal and site restoration plan (the “Plan”) at the Company’s expense. The Company disputes the legality of the purported revocation and the existence of any obligation to fund removal. Company representatives participated in meetings with the City on and after August 1, 2019, regarding a potential collaborative removal process; until the 2022 purported revocation, City representatives repeatedly indicated that the City would bear the costs of any removal.

 

Without waiving any rights, and to evaluate available options and respond to the City’s directives, the Company engaged a project manager, structural engineer, and architect to advise on the Plan for Bridge removal and reconstruction of the Property’s Kearny Street frontage. The Company has worked with the City on approvals and permits and discussed both process and financial responsibility. Those discussions resulted in a term sheet agreement in July whereby a plan was agreed-upon for the removal of the Bridge, and the Bridge removal was completed as of August 10, 2026.

 

The Parties are now negotiating a final settlement agreement to reflect the term sheet agreement. The City has agreed to make certain payments to the Company to address certain anticipated costs to rebuild portions of the front of the hotel due to the absence of the Bridge, subject to the Company’s repayment obligations which will commence in 2029.

 

At this time, the Company cannot reasonably estimate a loss or range of loss related to this matter, and no liability has been recorded in the accompanying financial statements.