10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2012

or

¨ 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 0-4057

PORTSMOUTH SQUARE, INC.

(Exact name of registrant as specified in its charter)

CALIFORNIA	94-1674111
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

10940 Wilshire Blvd., Suite 2150, Los Angeles, California 90024

(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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post 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.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

¨ Yes x No

The number of shares outstanding of registrant’s Common Stock, as of February 5, 2013, was 734,183.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Condensed Consolidated Balance Sheets as of December 31, 2012 (Unaudited) and June 30, 2012.	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months ended December 31, 2012 and 2011.	4
	Condensed Consolidated Statements of Operations (Unaudited) for the Six Months ended December 31, 2012 and 2011.	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months ended December 31, 2012 and 2011.	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 4.	Controls and Procedures.	20
PART II – OTHER INFORMATION
Item 6.	Exhibits.	21
Signatures		21

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PART 1

FINANCIAL INFORMATION

Item 1 – Condensed Consolidated Financial Statements

PORTSMOUTH SQUARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of	December 31, 2012			June 30, 2012
	(Unaudited)
ASSETS
Investment in hotel, net	$	33,073,000		$	32,822,000
Investment in real estate		973,000			973,000
Investment in marketable securities		2,606,000			2,683,000
Other investments, net		5,199,000			5,311,000
Cash and cash equivalents		1,121,000			1,032,000
Accounts receivable, net		1,745,000			1,641,000
Other assets, net		2,830,000			2,371,000
Deferred tax asset		3,077,000			3,236,000
Total assets	$	50,624,000		$	50,069,000
LIABILITIES AND SHAREHOLDERS' DEFICIT
Liabilities:
Accounts payable and other liabilities	$	8,661,000		$	8,438,000
Due to securities broker		456,000			53,000
Obligations for securities sold		12,000			188,000
Other notes payable		2,097,000			2,072,000
Mortgage notes payable		43,873,000			44,321,000
Total liabilities		55,099,000			55,072,000
Commitments and contingencies
Shareholders' deficit:
Common stock, no par value: Authorized shares - 750,000; 734,183 shares issued and outstanding		2,092,000			2,092,000
Additional paid-in-capital		916,000			916,000
Retained earnings		447,000			263,000
Total Portsmouth shareholders' equity		3,455,000			3,271,000
Noncontrolling interest		(7,930,000	)		(8,274,000	)
Total shareholders' deficit		(4,475,000	)		(5,003,000	)
Total liabilities and shareholders' deficit	$	50,624,000		$	50,069,000

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

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PORTSMOUTH SQUARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the three months ended December 31,	2012			2011
Revenue - Hotel	$	10,970,000		$	10,412,000
Costs and operating expenses
Hotel operating expenses		(9,398,000	)		(7,796,000	)
Hotel depreciation and amortization expense		(568,000	)		(529,000	)
General and administrative expense		(171,000	)		(147,000	)
Total costs and operating expenses		(10,137,000	)		(8,472,000	)
Income from operations		833,000			1,940,000
Other income (expense)
Interest expense		(660,000	)		(695,000	)
Net loss on marketable securities		(737,000	)		(157,000	)
Net unrealized loss on other investments		(27,000	)		(43,000	)
Impairment loss on other investments		-			(91,000	)
Dividend and interest income		171,000			169,000
Trading and margin interest expense		(55,000	)		(47,000	)
Other expense, net		(1,308,000	)		(864,000	)
Income (loss) before income taxes		(475,000	)		1,076,000
Income tax benefit (expense)		165,000			(128,000	)
Net (loss) income		(310,000	)		948,000
Less: Net income attributable to the noncontrolling interest		(127,000	)		(645,000	)
Net (loss) income attributable to Portsmouth	$	(437,000	)	$	303,000
Basic and diluted net (loss) income per share attributable to Portsmouth	$	(0.60	)	$	0.41
Weighted average number of common shares outstanding - basic and diluted		734,183			734,183

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

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PORTSMOUTH SQUARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the six months ended December 31,	2012			2011
Revenue - Hotel	$	23,106,000		$	21,521,000
Costs and operating expenses
Hotel operating expenses		(18,562,000	)		(15,941,000	)
Hotel depreciation and amortization expense		(1,126,000	)		(1,045,000	)
General and administrative expense		(340,000	)		(289,000	)
Total costs and operating expenses		(20,028,000	)		(17,275,000	)
Income from operations		3,078,000			4,246,000
Other income (expense)
Interest expense		(1,324,000	)		(1,383,000	)
Net loss on marketable securities		(243,000	)		(1,371,000	)
Net unrealized loss on other investments		(112,000	)		(170,000	)
Impairment loss on other investments		-			(235,000	)
Dividend and interest income		178,000			193,000
Trading and margin interest expense		(109,000	)		(111,000	)
Other expense, net		(1,610,000	)		(3,077,000	)
Income before income taxes		1,468,000			1,169,000
Income tax (expense) benefit		(159,000	)		175,000
Net income		1,309,000			1,344,000
Less: Net income attributable to the noncontrolling interest		(944,000	)		(1,479,000	)
Net income (loss) attributable to Portsmouth	$	365,000		$	(135,000	)
Basic and diluted net income (loss) per share attributable to Portsmouth	$	0.50		$	(0.18	)
Weighted average number of common shares outstanding - basic and diluted		734,183			734,183

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

- 5 -

PORTSMOUTH SQUARE, INC.

CONDENDSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the six months ended December 31,	2012			2011
Cash flows from operating activities:
Net income	$	1,309,000		$	1,344,000
Adjustments to reconcile net income to net cash provided by operating activities:
Net unrealized loss on marketable securities		267,000			1,194,000
Unrealized loss on other investments		112,000			170,000
Impairment loss on other investments		-			235,000
Depreciation and amortization		1,126,000			1,045,000
Changes in assets and liabilities:
Investment in marketable securities		(190,000	)		799,000
Accounts receivable		(104,000	)		76,000
Other assets		(495,000	)		(757,000	)
Accounts payable and other liabilities		223,000			22,000
Due to securities broker		403,000			(741,000	)
Obligations for securities sold		(176,000	)		(78,000	)
Deferred income taxes		159,000			(175,000	)
Net cash provided by operating activities		2,634,000			3,134,000
Cash flows from investing activities:
Payments for hotel furniture, equipment and building improvements		(1,341,000	)		(1,737,000	)
Other investments		-			80,000
Net cash used in investing activities		(1,341,000	)		(1,657,000	)
Cash flows from financing activities:
Distributions and dividends to noncontrolling interest		(781,000	)		(500,000	)
Payments on mortgage notes payable		(448,000	)		(423,000	)
Amounts received from other notes payable		25,000			34,000
Net cash used in financing activities		(1,204,000	)		(889,000	)
Net increase in cash and cash equivalents		89,000			588,000
Cash and cash equivalents at the beginning of the period		1,032,000			610,000
Cash and cash equivalents at the end of the period	$	1,121,000		$	1,198,000
Supplemental information:
Interest paid	$	1,343,000		$	1,403,000

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

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PORTSMOUTH SQUARE, INC.

NOTES TO THE 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 Portsmouth Square, Inc. (“Portsmouth” 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 Portsmouth and the notes therein included in the Company's Annual Report on Form 10-K for the year ended June 30, 2012. The June 30, 2012 Condensed Consolidated Balance Sheet was derived from the Company’s Form 10-K for the year ended June 30, 2012.

The results of operations for the three and six months ended December 31, 2012 are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2013.

As of December 31, 2012, Santa Fe Financial Corporation (“Santa Fe”), a public company, owns approximately 68.8% of the outstanding common shares of Portsmouth Square, Inc. (“Portsmouth” or the “Company”). Santa Fe is a 80%-owned subsidiary of The InterGroup Corporation (“InterGroup”), a public company. InterGroup also directly owns approximately 12.5% of the common stock of Portsmouth.

Portsmouth’s primary business is conducted through its general and limited partnership interest in Justice Investors, a California limited partnership (“Justice” or the “Partnership”). Portsmouth has a 50.0% limited partnership interest in Justice and serves as one of the two general partners. The other general partner, Evon Corporation (“Evon”), served as the managing general partner until December 1, 2008 at which time Portsmouth assumed the role of managing general partner. The financial statements of Justice are consolidated with those of the Company.

Justice owns a 543-room hotel 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. The Hotel is operated by the partnership as a full service Hilton brand hotel pursuant to a Franchise License Agreement with Hilton Hotels Corporation. Justice also has a Management Agreement with Prism Hospitality L.P. (Prism) to perform the day-to-day management functions of the Hotel. The parking garage that is part of the Hotel property is managed by Ace Parking pursuant to a contract with the Partnership. Justice also leases a portion of the lobby level of the Hotel to a day spa operator.

Portsmouth also receives management fees as a general partner of Justice for its services in overseeing and managing the Partnership’s assets. Those fees are eliminated in consolidation.

In December 2012, Portsmouth declared a special cash dividend of $0.25 per common share or $184,000, which was paid on December 28, 2012 to shareholders of record as of December 21, 2012.

Basic income per share is calculated based upon the weighted average number of common shares outstanding during each period. During the three and six months ended December 31, 2012 and 2011, the Company did not have any potentially dilutive securities outstanding.

- 7 -

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” ASU 2011-05 changes the way other comprehensive income (“OCI”) appears within the financial statements. Companies will be required to show net income, OCI and total comprehensive income in one continuous statement or in two separate but consecutive statements. Components of OCI may no longer be presented solely in the statement of changes in shareholders’ deficit. ASU 2011-05 was effective for the Company beginning July 1, 2012. For the three and six months ended December 31, 2012 and 2011, the Company had no components of Comprehensive Income other than Net Income itself.

The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued.

NOTE 2 – INVESTMENT IN HOTEL, NET

Investment in hotel consisted of the following as of:

			Accumulated			Net Book
December 31, 2012	Cost		Depreciation			Value
Land	$	1,124,000	$	-		$	1,124,000
Furniture and equipment		21,733,000		(18,775,000	)		2,958,000
Building and improvements		48,992,000		(20,001,000	)		28,991,000
	$	71,849,000	$	(38,776,000	)	$	33,073,000

			Accumulated			Net Book
June 30, 2012	Cost		Depreciation			Value
Land	$	1,124,000	$	-		$	1,124,000
Furniture and equipment		20,855,000		(18,187,000	)		2,668,000
Building and improvements		48,529,000		(19,499,000	)		29,030,000
	$	70,508,000	$	(37,686,000	)	$	32,822,000

- 8 -

NOTE 3 - INVESTMENT IN MARKETABLE SECURITIES

The Company’s investment in marketable securities consists primarily of corporate equities. The Company has also invested in corporate bonds and income producing securities, which may include interests in real estate based companies and REITs, where financial benefit could insure to its shareholders through income and/or capital gain.

At December 31, 2012 and June 30, 2012, all of the Company’s marketable securities are classified as trading securities. The change in the unrealized gains and losses on these investments are included in earnings. Trading securities are summarized as follows:

			Gross		Gross			Net		Fair
Investment	Cost		Unrealized Gain		Unrealized Loss			Unrealized Gain		Value
As of December 31, 2012
Corporate
Equities	$	2,280,000	$	1,061,000	$	(735,000	)	$	326,000	$	2,606,000
As of June 30, 2012
Corporate
Equities	$	2,118,000	$	1,292,000	$	(727,000	)	$	565,000	$	2,683,000

As of December 31, 2012 and June 30, 2012, the Company had $728,000 and $579,000, respectively, of unrealized losses related to securities held for over one year.

Net loss on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of the two components for the three and six months ended December 31, 2012 and 2011, respectively.

For the three months ended December 31,	2012			2011
Realized gain on marketable securities	$	1,000		$	39,000
Unrealized loss on marketable securities		(738,000	)		(196,000	)
Net loss on marketable securities	$	(737,000	)	$	(157,000	)

For the six months ended December 31,	2012			2011
Realized gain (loss) on marketable securities	$	24,000		$	(177,000	)
Unrealized loss on marketable securities		(267,000	)		(1,194,000	)
Net loss on marketable securities	$	(243,000	)	$	(1,371,000	)

NOTE 4 – OTHER INVESTMENTS, NET

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.

- 9 -

Other investments, net consist of the following:

Type	December 31, 2012		June 30, 2012
Preferred stock - Comstock, at cost	$	4,410,000	$	4,410,000
Private equity hedge fund, at cost		681,000		681,000
Corporate debt and equity instruments, at cost		101,000		101,000
Warrants - at fair value		7,000		119,000
	$	5,199,000	$	5,311,000

NOTE 5 - FAIR VALUE MEASUREMENTS

The carrying values of the Company’s non-financial instruments approximate fair value due to their short maturities (i.e., accounts receivable, other assets, accounts payable and other liabilities, due to securities broker and obligations for securities sold) or the nature and terms of the obligation (i.e., other notes payable and mortgage notes payable).

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

As of December 31, 2012
Assets:	Level 1		Level 2		Level 3		Total
Cash equivalents - money market	$	3,000	$	-	$	-	$	3,000
Other investments - warrants		-		-		7,000		7,000
Investment in marketable securities:
Basic materials		1,698,000		-		-		1,698,000
Financial services		292,000		-		-		292,000
Technology		172,000		-		-		172,000
REITs and real estate companies		56,000		-		-		56,000
Other		388,000		-		-		388,000
		2,606,000		-		-		2,606,000
	$	2,609,000	$	-	$	7,000	$	2,616,000

As of June 30, 2012
Assets:	Level 1		Level 2		Level 3		Total
Cash equivalents - money market	$	3,000	$	-	$	-	$	3,000
Other investments - warrants		-		-		119,000		119,000
Investment in marketable securities:
Basic materials		1,660,000		-		-		1,660,000
Technology		266,000		-		-		266,000
Financial services		228,000		-		-		228,000
REITs and real estate companies		177,000		-		-		177,000
Other		352,000		-		-		352,000
		2,683,000		-		-		2,683,000
	$	2,686,000	$	-	$	119,000	$	2,805,000

The fair values of investments in marketable securities are determined by the most recently traded price of each security at the balance sheet date. The fair value of the warrants was determined based upon a Black-Scholes option valuation model.

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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 or adjusted to record the fair value of new instruments received (i.e., preferred shares) in exchange for old instruments (i.e., debt instruments). 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 six months
Assets	Level 1		Level 2		Level 3		December 31, 2012		ended December 31, 2012
Other non-marketable investments	$	-	$	-	$	5,192,000	$	5,192,000	$	-

									Net loss for the six months
Assets	Level 1		Level 2		Level 3		June 30, 2012		ended December 31, 2011
Other non-marketable investments	$	-	$	-	$	5,192,000	$	5,192,000	$	(235,000	)

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.

NOTE 6 - SEGMENT INFORMATION

The Company operates in two reportable segments, the operation of the hotel (“Hotel Operations”) and the investment of its cash in marketable securities and other investments (“Investment Transactions”). These two operating segments, as presented in the consolidated 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 six months ended December 31, 2012 and 2011, respectively. Operating income (loss) from Hotel operations consists of the operation of the hotel and operation of the garage. Operating income (loss) for investment transactions consist of net investment gain (loss) and dividend and interest income.

As of and for the three months	Hotel			Investment
ended December 31, 2012	Operations			Transactions			Other			Total
Revenues	$	10,970,000		$	-		$	-		$	10,970,000
Segment operating expenses		(9,398,000	)		-			(171,000	)		(9,569,000	)
Segment income (loss)		1,572,000			-			(171,000	)		1,401,000
Interest expense		(660,000	)		-			-			(660,000	)
Depreciation and amortization expense		(568,000	)		-			-			(568,000	)
Loss from investments		-			(648,000	)		-			(648,000	)
Income tax benefit		-			-			165,000			165,000
Net income (loss)	$	912,000		$	(648,000	)	$	(6,000	)	$	(310,000	)
Total assets	$	33,073,000		$	7,805,000		$	9,746,000		$	50,624,000

As of and for the three months	Hotel			Investment
ended December 31, 2011	Operations			Transactions			Other			Total
Revenues	$	10,412,000		$	-		$	-		$	10,412,000
Segment operating expenses		(7,796,000	)		-			(147,000	)		(7,943,000	)
Segment income (loss)		2,087,000			-			(147,000	)		2,469,000
Interest expense		(695,000	)		-			-			(695,000	)
Depreciation and amortization expense		(529,000	)		-			-			(529,000	)
Income from investments		-			(169,000	)		-			(169,000	)
Income tax expense		-			-			(128,000	)		(128,000	)
Net income (loss)	$	1,392,000		$	(169,000	)	$	(275,000	)	$	948,000
Total assets	$	32,817,000		$	8,301,000		$	9,849,000		$	50,967,000

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As of and for the six months	Hotel			Investment
ended December 31, 2012	Operations			Transactions			Other			Total
Revenues	$	23,106,000		$	-		$	-		$	23,106,000
Segment operating expenses		(18,562,000	)		-			(340,000	)		(18,902,000	)
Segment income (loss)		4,544,000			-			(340,000	)		4,204,000
Interest expense		(1,324,000	)		-			-			(1,324,000	)
Depreciation and amortization expense		(1,126,000	)		-			-			(1,126,000	)
Loss from investments		-			(286,000	)		-			(286,000	)
Income tax expense		-			-			(159,000	)		(159,000	)
Net income (loss)	$	2,094,000		$	(286,000	)	$	(499,000	)	$	1,309,000
Total assets	$	33,073,000		$	7,805,000		$	9,746,000		$	50,624,000

As of and for the six months	Hotel			Investment
ended December 31, 2011	Operations			Transactions			Other			Total
Revenues	$	21,521,000		$	-		$	-		$	21,521,000
Segment operating expenses		(15,941,000	)		-			(289,000	)		(16,230,000	)
Segment income (loss)		5,580,000			-			(289,000	)		5,291,000
Interest expense		(1,383,000	)		-			-			(1,383,000	)
Depreciation and amortization expense		(1,045,000	)		-			-			(1,045,000	)
Loss from investments		-			(1,694,000	)		-			(1,694,000	)
Income tax expense		-			-			175,000			175,000
Net income (loss)	$	3,152,000		$	(1,694,000	)	$	(114,000	)	$	1,344,000
Total assets	$	32,817,000		$	8,301,000		$	9,849,000		$	50,967,000

NOTE 7 - RELATED PARTY TRANSACTIONS

In December 2012, Justice declared a limited partnership distribution in the amount of $1,200,000, of which Portsmouth received $600,000. In December 2011, Justice declared a limited partnership distribution in the aggregate amount of $1,000,000, of which Portsmouth received $500,000. Both of the amounts received by Portsmouth were eliminated in consolidation.

Certain shared costs and expenses, primarily administrative expenses, rent and insurance are allocated among the Company, the Company’s parent, Santa Fe and InterGroup, the parent of Santa Fe, based on management's estimate of the pro rata utilization of resources. For the three months ended December 31, 2012 and 2011, these expenses were approximately $18,000 for each respective period. For the six months ended December 31, 2012 and 2011, these expenses were approximately $36,000 for each respective period.

Four of the Portsmouth directors serve as directors of Intergroup. Three of those directors also serve as directors of Santa Fe. The three Santa Fe directors also serve as directors of InterGroup.

During the three months ended December 31, 2012 and 2011, the Company received management fees from Justice Investors totaling $89,000 and $98,000, respectively. During the six months ended December 31, 2012 and 2011, the Company received management fees from Justice Investors totaling $201,000 and $189,000, respectively. These amounts were eliminated in consolidation.

John V. Winfield serves as Chief Executive Officer and Chairman of the Company, Santa Fe, and InterGroup. Depending on certain market conditions and various risk factors, the Chief Executive Officer, his family, Santa Fe and InterGroup may, at times, invest in the same companies in which the Company invests. The Company encourages such investments because it places personal resources of the Chief Executive Officer and his family members, and the resources of Santa Fe and InterGroup, at risk in connection with investment decisions made on behalf of the Company.

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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. These statements are subject to certain risks and uncertainties, such as 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 and 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, 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, 2012, that 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.

RESULTS OF OPERATIONS

The Company's principal business is conducted through its general and limited partnership interest in the Justice Investors limited partnership (“Justice” or the “Partnership”). The Company has a 50.0% limited partnership interest in Justice and serves as the Managing General partner of Justice. Evon Corporation (“Evon”) serves as the other general partner. Justice owns a 543 room hotel property located at 750 Kearny Street, San Francisco, California 94108, known as the “Hilton San Francisco Financial District” (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 with Hilton Hotels Corporation. The term of the Agreement is for a period of 15 years commencing on January 12, 2006, with an option to extend the license term for another five years, subject to certain conditions. Justice also has a Management Agreement with Prism Hospitality L.P. (“Prism”) to perform the day-to-day management functions of the Hotel.

The parking garage that is part of the Hotel property is managed by Ace Parking pursuant to a contract with the Partnership. Justice also leases a portion of the lobby level of the Hotel to a day spa operator. Portsmouth also receives management fees as a general partner of Justice for its services in overseeing and managing the Partnership’s assets. Those fees are eliminated in consolidation.

Three Months Ended December 31, 2012 Compared to Three Months Ended December 31, 2011

The Company had a net loss of $310,000 for the three months ended December 31, 2012 compared to net income of $948,000 for the three months ended December 31, 2011. The change is primarily attributable to lower net income from hotel operations and higher investment related losses.

The Company had net income from hotel operations of $344,000 for the three months ended December 31, 2012, compared to net income of $1,392,000 for the three months ended December 31, 2011. The decrease in net income is attributable to a significant increase in operating expenses in the current period, partially offset by an increase in room, food and beverage and garage revenues room compared to the prior year period.

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The following table sets forth a more detailed presentation of Hotel operations for the three months ended December 31, 2012 and 2011.

For the three months ended December 31,	2012			2011
Hotel revenues:
Hotel rooms	$	8,441,000		$	8,098,000
Food and beverage		1,608,000			1,431,000
Garage		691,000			651,000
Other operating departments		230,000			232,000
Total hotel revenues		10,970,000			10,412,000
Operating expenses excluding interest, depreciation and amortization		(9,398,000	)		(7,796,000	)
Operating income before interest, depreciation and amortization		1,572,000			2,616,000
Interest		(660,000	)		(695,000	)
Depreciation and amortization		(568,000	)		(529,000	)
Net income from hotel operations	$	344,000		$	1,392,000

For the three months ended December 31, 2012, the Hotel generated operating income of $1,572,000 before interest, depreciation and amortization, on total operating revenues of $10,970,000 compared to operating income of $2,616,000 before interest, depreciation and amortization, on total operating revenues of $10,412,000 for the three months ended December 31, 2011. Room revenues increased by $343,000 for the three months ended December 31, 2012 compared to the three months ended December 31, 2011, food and beverage revenues increased by $177,000 and garage revenues increased by $40,000 for the same period. Despite those revenue increases, operating income was negatively impacted by a significant increase of $1,602,000 in operating expenses during the current period due to several factors.

Major factors for the increase in operating expenses were an increase in contractual union wages and benefits in all operating departments and a reserve established for other wage costs. There was also a loss of approximately $386,000 in the Hotel’s food and beverage operations attributable to higher labor costs and increased staffing for new food operations as part of a plan to capture anticipated business from the newly constructed City College of San Francisco campus next to the Hotel. That business did not materialize as City College opened with an enrollment of only 20% of its expected capacity of 5,000 to 7,000 students per day during the week. In addition, Hurricane Sandy resulted in cancellations of higher rated corporate and group business in October and November 2012 that was replaced by lower rated crew and transient business that did not utilize the Hotel’s food and beverage outlets or banquet and catering services. In the prior three month period, the Hotel also recorded a credit for property taxes in the amount of $110,000 for an over accrual of taxes related to the reassessment of the improvements of the Hotel that was less than anticipated. Franchise and management fees, which are based on a percentage of revenues, also increased as well as costs for certain promotions for Hilton Honors members during the current period.

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 three months ended December 31, 2012 and 2011.

Three Months Ended December 31,		Average Daily Rate		Average Occupancy %			RevPar
	2012	$	195		87	%	$	169
	2011	$	190		85	%	$	162

The operating results of the Hotel’s rooms department remained strong as the San Francisco market continued to show signs of recovery. The Hotel’s average daily rate increased by $5 for the three months ended December 31, 2012 compared to the three months ended December 31, 2011. The increase in occupancy of 2% was due to increased demand for hotel rooms in San Francisco and the Hotel’s ability to capture a greater share of those rooms within its market set. As a result, the Hotel was able to achieve a RevPar number that was $7 higher than the comparative three month period. Those results made it possible for Justice Investors to declare a limited partnership distribution in December 2012 in the total amount of $1,200,000, of which Portsmouth received $600,000. In December 2011, Justice declared a limited partnership distribution in the aggregate amount of $1,000,000, of which Portsmouth received $500,000.

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Our highest priority is guest satisfaction. We believe that enhancing the guest experience differentiates the Hotel from our competition building the most sustainable guest loyalty. In Fiscal 2012, we launched and celebrated our new executive lounge on the 26^th floor, featuring inspiring views of the San Francisco city skyline. We upgraded the lobby and common areas. We also improved our restaurant facilities, food and beverage services and now provide advanced technological amenities throughout our lobby. In December 2012, we commenced a significant, “green” project that retrofits all of our guest room windows with new “double-pane” inserts that result in greater energy savings and better sound attenuation for our guests. The Hotel is also a leader in implementing Hilton’s Huanying (“Welcome”) program that features a tailored experience for Chinese travelers. We continue taking steps that further develop our ties with the local Chinese community and the city of San Francisco, representing good corporate citizenship and promoting important, new business opportunities.

Moving forward, we will continue to focus on cultivating more international business, especially from China, and capturing a greater percentage of the higher rated business, leisure and group travel. We will also continue in our efforts to upgrade our guest rooms and facilities and explore new and innovative ways to differentiate the Hotel from its competition, as well as focusing on returning our food and beverage operations to profitability. During the last twelve months, we have seen steady improvement in business and leisure travel. If that trend in the San Francisco market and the hotel industry continues, it should translate into an increase in room revenues and profitability. However, like all hotels, it will remain subject to the uncertain domestic and global economic environment and other risk factors beyond our control, such as the effect of natural disasters like Hurricane Sandy.

The Company had a net loss on marketable securities of $737,000 for the three months ended December 31, 2012 compared to a net loss on marketable securities of $157,000 for the three months ended December 31, 2011. For the three months ended December 31, 2012, the Company had a net realized gain of $1,000 and a net unrealized loss of $738,000. For the three months ended December 31, 2011, the Company had a net realized gain of $39,000 and a net unrealized loss of $196,000. 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 50% non-controlling interest in the Hotel.  The income tax benefit (expense) during the three months ended December 31, 2012 and 2011 represents the income tax effect on the Company’s pretax income which include its share in net income of the Hotel (i.e., 50%). The tax benefit during the quarter ended December 31, 2012 primarily resulted from the loss from investing activities partially offset by the income from Justice.

Six Months Ended December 31, 2012 Compared to Six Months Ended December 31, 2011

The Company had net income of $1,309,000 for the six months ended December 31, 2012 compared to net income of $1,344,000 for the six months ended December 31, 2011. During the period, income from hotel operations decreased, however, the decrease was offset by the lower loss from investment activities.

The Company had net income from hotel operations of $2,094,000 for the six months ended December 31, 2012, compared to net income of $3,152,000 for the six months ended December 31, 2011. The decrease in net income is attributable to a significant increase in operating expenses in the current period, partially offset by an increase in room, food and beverage and garage revenues room compared to the prior year period.

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The following table sets forth a more detailed presentation of Hotel operations for the six months ended December 31, 2012 and 2011.

For the six months ended December 31,	2012			2011
Hotel revenues:
Hotel rooms	$	18,213,000		$	16,795,000
Food and beverage		3,019,000			2,805,000
Garage		1,419,000			1,382,000
Other operating departments		455,000			539,000
Total hotel revenues		23,106,000			21,521,000
Operating expenses excluding interest, depreciation and amortization		(18,562,000	)		(15,941,000	)
Operating income before interest, depreciation and amortization		4,544,000			5,580,000
Interest		(1,324,000	)		(1,383,000	)
Depreciation and amortization		(1,126,000	)		(1,045,000	)
Net income from hotel operations	$	2,094,000		$	3,152,000

For the six months ended December 31, 2012, the Hotel generated operating income of $4,544,000 before interest, depreciation and amortization, on total operating revenues of $23,106,000 compared to operating income of $5,580,000 before interest, depreciation and amortization, on total operating revenues of $21,521,000 for the six months ended December 31, 2011. Room revenues increased by $1,418,000 for the six months ended December 31, 2012 compared to the six months ended December 31, 2011, food and beverage revenues increased by $214,000 and garage revenues increased by $37,000 for the same period. Despite those revenue increases, operating income was negatively impacted by a significant increase of $2,621,000 in operating expenses during the current period due to several factors.

Major factors for the increase in operating expenses were an increase in contractual union wages and benefits in all operating departments and a reserve established for other wage costs. There was also a loss of approximately $664,000 in the Hotel’s food and beverage operations attributable to higher labor costs and increased staffing for new food operations as part of a plan to capture anticipated business from the newly constructed City College of San Francisco campus next to the Hotel. That business did not materialize as City College opened with an enrollment of only 20% of its expected capacity of 5,000 to 7,000 students per day during the week. In addition, Hurricane Sandy resulted in cancellations of higher rated corporate and group business in October and November 2012 that was replaced by lower rated crew and transient business that did not utilize the Hotel’s food and beverage outlets or banquet and catering services. In the prior six month period, the Hotel also recorded a credit for property taxes in the amount of $270,000 for an over accrual of taxes related to the reassessment of the improvements of the Hotel that was less than anticipated. Franchise and management fees, which are based on a percentage of revenues, also increased as well as costs for certain promotions for Hilton Honors members during the current period.

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 six months ended December 31, 2012 and 2011.

Six Months Ended December 31,		Average Daily Rate		Average Occupancy %			RevPar
	2012	$	202		91	%	$	183
	2011	$	190		88	%	$	168

The operating results of the Hotel’s rooms department remained strong as the San Francisco market continued to show signs of recovery. The Hotel’s average daily rate increased by $12 for the six months ended December 31, 2012 compared to the six months ended December 31, 2011. The increase in occupancy of 3% was due to increased demand for hotel rooms in San Francisco and the Hotel’s ability to capture a greater share of those rooms within its market set. As a result, the Hotel was able to achieve a RevPar number that was $15 higher than the comparative six month period. Those results made it possible for Justice Investors to declare a limited partnership distribution in December 2012 in the total amount of $1,200,000, of which Portsmouth received $600,000. In December 2011, Justice declared a limited partnership distribution in the aggregate amount of $1,000,000, of which Portsmouth received $500,000.

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Our highest priority is guest satisfaction. We believe that enhancing the guest experience differentiates the Hotel from our competition building the most sustainable guest loyalty. In Fiscal 2012, we launched and celebrated our new executive lounge on the 26^th floor, featuring inspiring views of the San Francisco city skyline. We upgraded the lobby and common areas. We also improved our restaurant facilities, food and beverage services and now provide advanced technological amenities throughout our lobby. In December 2012, we commenced a significant, “green” project that retrofits all of our guest room windows with new “double-pane” inserts that result in greater energy savings and better sound attenuation for our guests. The Hotel is also a leader in implementing Hilton’s Huanying (“Welcome”) program that features a tailored experience for Chinese travelers. We continue taking steps that further develop our ties with the local Chinese community and the city of San Francisco, representing good corporate citizenship and promoting important, new business opportunities.

Moving forward, we will continue to focus on cultivating more international business, especially from China, and capturing a greater percentage of the higher rated business, leisure and group travel. We will also continue in our efforts to upgrade our guest rooms and facilities and explore new and innovative ways to differentiate the Hotel from its competition, as well as focusing on returning our food and beverage operations to profitability. During the last twelve months, we have seen steady improvement in business and leisure travel. If that trend in the San Francisco market and the hotel industry continues, it should translate into an increase in room revenues and profitability. However, like all hotels, it will remain subject to the uncertain domestic and global economic environment and other risk factors beyond our control, such as the effect of natural disasters like Hurricane Sandy.

The Company had a net loss on marketable securities of $243,000 for the six months ended December 31, 2012 compared to a net loss marketable securities of $1,371,000 for the six months ended December 31, 2011. For the six months ended December 31, 2012, the Company had a net realized gain of $24,000 and a net unrealized loss of $267,000. For the six months ended December 31, 2011, the Company had a net realized loss of $177,000 and a net unrealized loss of $1,194,000. 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.

During the six months ended December 31, 2011, the Company performed an impairment analysis of its other investments and determined that one of its investments had an other than temporary impairment and recorded impairment losses of $235,000. There were no such losses during the six months ended December 31, 2012.

The Company consolidates Justice (Hotel) for financial reporting purposes and is not taxed on its 50% non-controlling interest in the Hotel.  The income tax benefit (expense) during the six months ended December 31, 2012 and 2011 represents the income tax effect on the Company’s pretax income which include its share in net income of the Hotel (i.e., 50%). The tax expense during the six months ended December 31, 2012 primarily resulted from the income from Justice partially offset by the loss from investment activities.

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MARKETABLE SECURITIES

As of December 31, 2012 and June 30, 2012, the Company had investments in marketable equity securities of $2,606,000 and $2,683,000, respectively. The following table shows the composition of the Company’s marketable securities portfolio by selected industry groups as:

As of December 31, 2012			% of Total
			Investment
Industry Group	Fair Value		Securities
Basic materials	$	1,698,000		65.2	%
Financial services		292,000		11.2	%
Technology		172,000		6.6	%
REITs and real estate companies		56,000		2.1	%
Other		388,000		14.9	%
	$	2,606,000		100.0	%

As of June 30, 2012			% of Total
			Investment
Industry Group	Fair Value		Securities
Basic materials	$	1,660,000		61.9	%
Technology		266,000		9.9	%
Financial services		228,000		8.5	%
REITs and real estate companies		177,000		6.6	%
Other		352,000		13.1	%
	$	2,683,000		100.0	%

The Company’s investment portfolio is diversified with 22 different equity positions. The Company holds two equity securities that is comprised of more than 10% of the equity value of the portfolio. The largest security represents 65.2% of the portfolio and consists of the common stock of Comstock Mining, Inc. (“Comstock” - NYSE MKT: LODE) which is included in the basic materials industry group. The amount of the Company’s investment in any particular issuer may increase or decrease, and additions or deletions to its securities portfolio may occur, at any time. While it is the internal policy of the Company to limit its initial investment in any single equity to less than 10% of its total portfolio value, that investment could eventually exceed 10% as a result of equity appreciation or reduction of other positions. A significant percentage of the portfolio consists of common stock in Comstock that was obtained through dividend payments by Comstock on its 7.5% Series A-1 Convertible Preferred Stock. Marketable securities are stated at fair value as determined by the most recently traded price of each security at the balance sheet date.

LIQUIDITYAND SOURCES OF CAPITAL

The Company’s cash flows are primarily generated from its Hotel operations, and general partner management fees and limited partnership distributions from Justice Investors. The Company also receives cash generated from the investment of its cash and marketable securities and other investments.

Due to the significant downturn in the San Francisco hotel market beginning in September 2008 and the continued weakness in domestic and international economies, no Partnership distributions were paid in fiscal 2011 and 2010. During such periods, the Company had to depend more on the revenues generated from the investment of its cash and marketable securities and from its general partner management fees. Since we have seen improvement in the operations of the Hotel, and the San Francisco market in general, Justice was in a position to pay a limited partnership distribution in December 2012 in an aggregate amount of $1,200,000, of which Portsmouth received $600,000. In December 2011, Justice paid a limited partnership distribution in an aggregate amount of $1,000,000, of which Portsmouth received $500,000. The general partners of Justice will continue to monitor and review the operations and financial results of the Hotel and to set the amount of any future distributions that may be appropriate based on operating results, cash flows and other factors, including establishment of reasonable reserves for debt payments and operating contingencies.

In December 2012, Portsmouth declared a special cash dividend of $0.25 per common share or $184,000, which was paid on December 28, 2012 to shareholders of record as of December 21, 2012.

- 18 -

The new Justice Compensation Agreement that became effective on December 1, 2008, when Portsmouth assumed the role of managing general partner of Justice, has provided additional cash flows to the Company. Under the new Compensation Agreement, Portsmouth is now entitled to 80% of the minimum base fee to be paid to the general partners of $285,000, while under the prior agreement, Portsmouth was entitled to receive only 20% of the minimum base fee. As a result of that new agreement and the increase in Hotel gross revenues in the current period, total general partner fees paid to Portsmouth for the six months ended December 31, 2012 increased to $201,000, compared to $189,000 for the six month period ended December 31, 2011.

To meet its substantial financial commitments for the renovation and transition of the Hotel to a Hilton, Justice had to rely on borrowings to meet its obligations. On July 27, 2005, Justice entered into a first mortgage loan with The Prudential Insurance Company of America in a principal amount of $30,000,000 (the “Prudential Loan”). The term of the Prudential Loan is for 120 months at a fixed interest rate of 5.22% per annum. The Prudential Loan calls for monthly installments of principal and interest in the amount of approximately $165,000, calculated on a 30-year amortization schedule. The Loan is collateralized by a first deed of trust on the Partnership’s Hotel property, including all improvements and personal property thereon and an assignment of all present and future leases and rents. The Prudential Loan is without recourse to the limited and general partners of Justice. The principal balance of the Prudential Loan was $26,299,000 as of December 31, 2012.

On March 27, 2007, Justice entered into a second mortgage loan with Prudential (the “Second Prudential Loan”) in a principal amount of $19,000,000. The term of the Second Prudential Loan is for 100 months and matures on August 5, 2015, the same date as the first Prudential Loan. The Second Prudential Loan is at a fixed interest rate of 6.42% per annum and calls for monthly installments of principal and interest in the amount of $119,000, calculated on a 30-year amortization schedule. The Second Prudential Loan is collateralized by a second deed of trust on the Partnership’s Hotel property, including all improvements and personal property thereon and an assignment of all present and future leases and rents. The Second Prudential Loan is also without recourse to the limited and general partners of Justice. The principal balance of the Second Prudential Loan was $17,574,000 as of December 31, 2012.

Effective April 29, 2010, the Partnership obtained a modification of its $2,500,000 unsecured revolving line of credit facility with East West Bank that was to mature on April 30, 2010, and converted that line of credit facility to an unsecured term loan. The modification provides that Justice will pay the $2,500,000 balance on its line of credit facility over a period of four years, to mature on April 30, 2014. This term loan calls for monthly principal and interest payments of $41,000, calculated on a nine-year amortization schedule, with interest only from May 1, 2010 to August 31, 2010. Pursuant to the modification, the annual floating interest rate was reduced by 0.5% to the Wall Street Journal Prime Rate plus 2.5% (with a minimum floor rate of 5.0% per annum). The modification provides for new financial covenants that include specific financial ratios and a return to minimum profitability after June 30, 2011. Management believes that the Partnership has the ability to meet the specific covenants and the Partnership was in compliance with the covenants as of December 31, 2012. As of December 31, 2012, the interest rate was 5.75% and the outstanding balance was $1,376,000.

Despite an uncertain economy, the Hotel has continued to generate positive cash flows. While the debt service requirements related to the two Prudential loans, as well as the term loan to pay off the line of credit, may create some additional risk for the Company and its ability to generate cash flows in the future, management believes that cash flows from the operations of the Hotel and the garage will continue to be sufficient to meet all of the Partnership’s current and future obligations and financial requirements. Management also believes that there is sufficient equity in the Hotel assets to support future borrowings, if necessary, to fund any new capital improvements and other requirements.

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.

Management believes that its cash, marketable securities, and the cash flows generated from those assets and from partnership distributions and management fees, will be adequate to meet the Company’s current and future obligations.

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MATERIAL CONTRACTUAL OBLIGATIONS

The following table provides a summary as of December 31, 2012, the Company’s material financial obligations which also including interest payments.

			6 Months		Year		Year		Year		Year
	Total		2013		2014		2015		2016		2017		Thereafter
Mortgage notes payable	$	43,873,000	$	460,000	$	960,000	$	1,014,000	$	41,439,000	$	-	$	-
Other notes payable		2,097,000		705,000		1,388,000		4,000		-		-		-
Interest		6,646,000		1,331,000		2,526,000		2,396,000		393,000		-		-
Total	$	52,616,000	$	2,496,000	$	4,874,000	$	3,414,000	$	41,832,000	$	-	$	-

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 Prism has the power and ability under the terms of its management agreement 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

Critical accounting policies are those that are most significant to the portrayal 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 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.

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.

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.

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PART II.

OTHER INFORMATION

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.

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.

		PORTSMOUTH SQUARE, INC.
		(Registrant)
Date: February 13, 2013	by	/s/ John V. Winfield
		John V. Winfield, President,
		Chairman of the Board and
		Chief Executive Officer
Date: February 13, 2013	by	/s/ Michael G. Zybala
		Michael G. Zybala,
		Vice President and Secretary
Date: February 13, 2013	by	/s/ David T. Nguyen
		David T. Nguyen, Treasurer
		and Controller

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, John V. Winfield, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Portsmouth Square, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 13, 2013

/s/ John V. Winfield

John V. Winfield

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, David T. Nguyen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Portsmouth Square, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 13, 2013

/s/ David T. Nguyen

David T. Nguyen

Treasurer and Controller

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

Certification of Principal Executive Officer Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act Of 2002

In connection with the Quarterly Report of Portsmouth Square, Inc. (the "Company") on Form 10-Q for the quarterly period ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John V. Winfield, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

· The Report fully complies with the requirements of Section 13(a) or 5(d) of the Securities Exchange Act of 1934; and

· The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John V. Winfield

John V. Winfield

President and Chief Executive Officer

(Principal Executive Officer)

Date: February 13, 2013

A signed original of this written statement required by Section 906 has been provided to Portsmouth Square, Inc. and will be retained by Portsmouth Square, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Certification of Principal Financial Officer Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act Of 2002

In connection with the Quarterly Report of Portsmouth Square, Inc. (the "Company") on Form 10-Q for the quarterly period ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David T. Nguyen, Treasurer and Controller of the Company, serving as its Principal Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

· The Report fully complies with the requirements of Section 13(a) or 5(d) of the Securities Exchange Act of 1934; and

· The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David T. Nguyen

David T. Nguyen

Treasurer and Controller

(Principal Financial Officer)

Date: February 13, 2013

A signed original of this written statement required by Section 906 has been provided to Portsmouth Square, Inc. and will be retained by Portsmouth Square, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

FAIR VALUE MEASUREMENTS (Details 1) (USD $)	6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Other non-marketable investments	$ 5,192,000	$ 5,192,000
Net loss for the year	0	(235,000)
Fair Value, Inputs, Level 1 [Member]
Other non-marketable investments	0	0
Fair Value, Inputs, Level 2 [Member]
Other non-marketable investments	0	0
Fair Value, Inputs, Level 3 [Member]
Other non-marketable investments	$ 5,192,000	$ 5,192,000

XML

OTHER INVESTMENTS, NET

6 Months Ended

Dec. 31, 2012

Other Investment [Abstract]

Other Investments Disclosure [Text Block]

NOTE 4 – OTHER INVESTMENTS, NET

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.

Other investments, net consist of the following:

Type	December 31, 2012		June 30, 2012
Preferred stock - Comstock, at cost	$	4,410,000	$	4,410,000
Private equity hedge fund, at cost		681,000		681,000
Corporate debt and equity instruments, at cost		101,000		101,000
Warrants - at fair value		7,000		119,000
	$	5,199,000	$	5,311,000

XML

RELATED PARTY TRANSACTIONS (Details Textual) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Costs and Expenses, Related Party	$ 18,000	$ 18,000	$ 36,000	$ 36,000
Portsmouth [Member]
Investment Income, Dividend			600,000	500,000
Justice [Member]
Management Fees Revenue	89,000	98,000	201,000	189,000
Limited Partners' Capital Account, Distribution Amount			$ 1,200,000	$ 1,000,000

XML

INVESTMENT IN MARKETABLE SECURITIES

6 Months Ended

Dec. 31, 2012

Investments, Debt and Equity Securities [Abstract]

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

NOTE 5 - FAIR VALUE MEASUREMENTS

The carrying values of the Company’s non-financial instruments approximate fair value due to their short maturities (i.e., accounts receivable, other assets, accounts payable and other liabilities, due to securities broker and obligations for securities sold) or the nature and terms of the obligation (i.e., other notes payable and mortgage notes payable).

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

As of December 31, 2012
Assets:	Level 1		Level 2		Level 3		Total
Cash equivalents - money market	$	3,000	$	-	$	-	$	3,000
Other investments - warrants		-		-		7,000		7,000
Investment in marketable securities:
Basic materials		1,698,000		-		-		1,698,000
Financial services		292,000		-		-		292,000
Technology		172,000		-		-		172,000
REITs and real estate companies		56,000		-		-		56,000
Other		388,000		-		-		388,000
		2,606,000		-		-		2,606,000
	$	2,609,000	$	-	$	7,000	$	2,616,000

As of June 30, 2012
Assets:	Level 1		Level 2		Level 3		Total
Cash equivalents - money market	$	3,000	$	-	$	-	$	3,000
Other investments - warrants		-		-		119,000		119,000
Investment in marketable securities:
Basic materials		1,660,000		-		-		1,660,000
Technology		266,000		-		-		266,000
Financial services		228,000		-		-		228,000
REITs and real estate companies		177,000		-		-		177,000
Other		352,000		-		-		352,000
		2,683,000		-		-		2,683,000
	$	2,686,000	$	-	$	119,000	$	2,805,000

The fair values of investments in marketable securities are determined by the most recently traded price of each security at the balance sheet date. The fair value of the warrants was determined based upon a Black-Scholes option valuation model.

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 or adjusted to record the fair value of new instruments received (i.e., preferred shares) in exchange for old instruments (i.e., debt instruments). 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 six months
Assets	Level 1		Level 2		Level 3		December 31, 2012		ended December 31, 2012
Other non-marketable investments	$	-	$	-	$	5,192,000	$	5,192,000	$	-

									Net loss for the six months
Assets	Level 1		Level 2		Level 3		June 30, 2012		ended December 31, 2011
Other non-marketable investments	$	-	$	-	$	5,192,000	$	5,192,000	$	(235,000	)

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.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2012	Jun. 30, 2012
ASSETS
Investment in hotel, net	$ 33,073,000	$ 32,822,000
Investment in real estate	973,000	973,000
Investment in marketable securities	2,606,000	2,683,000
Other investments, net	5,199,000	5,311,000
Cash and cash equivalents	1,121,000	1,032,000
Accounts receivable, net	1,745,000	1,641,000
Other assets, net	2,830,000	2,371,000
Deferred tax asset	3,077,000	3,236,000
Total assets	50,624,000	50,069,000
LIABILITIES AND SHAREHOLDERS' DEFICIT
Accounts payable and other liabilities	8,661,000	8,438,000
Due to securities broker	456,000	53,000
Obligations for securities sold	12,000	188,000
Other notes payable	2,097,000	2,072,000
Mortgage notes payable	43,873,000	44,321,000
Total liabilities	55,099,000	55,072,000
Commitments and contingencies
Shareholders' deficit:
Common stock, no par value: Authorized shares - 750,000; 734,183 shares issued and outstanding	2,092,000	2,092,000
Additional paid-in-capital	916,000	916,000
Retained earnings	447,000	263,000
Total Portsmouth shareholders' equity	3,455,000	3,271,000
Noncontrolling interest	(7,930,000)	(8,274,000)
Total shareholders' deficit	(4,475,000)	(5,003,000)
Total liabilities and shareholders' deficit	$ 50,624,000	$ 50,069,000

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Dec. 31, 2012

Basis Of Presentation and Significant Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies [Text Block]

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements included herein have been prepared by Portsmouth Square, Inc. (“Portsmouth” 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 Portsmouth and the notes therein included in the Company's Annual Report on Form 10-K for the year ended June 30, 2012. The June 30, 2012 Condensed Consolidated Balance Sheet was derived from the Company’s Form 10-K for the year ended June 30, 2012.

The results of operations for the three and six months ended December 31, 2012 are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2013.

As of December 31, 2012, Santa Fe Financial Corporation (“Santa Fe”), a public company, owns approximately 68.8% of the outstanding common shares of Portsmouth Square, Inc. (“Portsmouth” or the “Company”). Santa Fe is a 80%-owned subsidiary of The InterGroup Corporation (“InterGroup”), a public company. InterGroup also directly owns approximately 12.5% of the common stock of Portsmouth.

Portsmouth’s primary business is conducted through its general and limited partnership interest in Justice Investors, a California limited partnership (“Justice” or the “Partnership”). Portsmouth has a 50.0% limited partnership interest in Justice and serves as one of the two general partners. The other general partner, Evon Corporation (“Evon”), served as the managing general partner until December 1, 2008 at which time Portsmouth assumed the role of managing general partner. The financial statements of Justice are consolidated with those of the Company.

Justice owns a 543-room hotel 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. The Hotel is operated by the partnership as a full service Hilton brand hotel pursuant to a Franchise License Agreement with Hilton Hotels Corporation. Justice also has a Management Agreement with Prism Hospitality L.P. (Prism) to perform the day-to-day management functions of the Hotel. The parking garage that is part of the Hotel property is managed by Ace Parking pursuant to a contract with the Partnership. Justice also leases a portion of the lobby level of the Hotel to a day spa operator.

Portsmouth also receives management fees as a general partner of Justice for its services in overseeing and managing the Partnership’s assets. Those fees are eliminated in consolidation.

In December 2012, Portsmouth declared a special cash dividend of $0.25 per common share or $184,000, which was paid on December 28, 2012 to shareholders of record as of December 21, 2012.

Basic income per share is calculated based upon the weighted average number of common shares outstanding during each period. During the three and six months ended December 31, 2012 and 2011, the Company did not have any potentially dilutive securities outstanding.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” ASU 2011-05 changes the way other comprehensive income (“OCI”) appears within the financial statements. Companies will be required to show net income, OCI and total comprehensive income in one continuous statement or in two separate but consecutive statements. Components of OCI may no longer be presented solely in the statement of changes in shareholders’ deficit. ASU 2011-05 was effective for the Company beginning July 1, 2012. For the three and six months ended December 31, 2012 and 2011, the Company had no components of Comprehensive Income other than Net Income itself.

The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued.

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INVESTMENT IN MARKETABLE SECURITIES (Details Textual) (USD $)	Dec. 31, 2012	Jun. 30, 2012
Held-to-maturity Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	$ 728,000	$ 579,000

XML

FAIR VALUE MEASUREMENTS (Details) (USD $)	Dec. 31, 2012	Jun. 30, 2012
Assets:
Fair Value	$ 2,606,000	$ 2,683,000
Fair Value, Measurements, Recurring [Member]
Assets:
Cash equivalents - money market	3,000	3,000
Other investments - warrants	7,000	119,000
Fair Value	2,606,000	2,683,000
Assets, Fair Value Disclosure	2,616,000	2,805,000
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Cash equivalents - money market	3,000	3,000
Other investments - warrants	0	0
Fair Value	2,606,000	2,683,000
Assets, Fair Value Disclosure	2,609,000	2,686,000
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Cash equivalents - money market	0	0
Other investments - warrants	0	0
Fair Value	0	0
Assets, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Cash equivalents - money market	0	0
Other investments - warrants	7,000	119,000
Fair Value	0	0
Assets, Fair Value Disclosure	7,000	119,000
Fair Value, Measurements, Recurring [Member] | Basic Materials [Member]
Assets:
Fair Value	1,698,000	1,660,000
Fair Value, Measurements, Recurring [Member] | Basic Materials [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair Value	1,698,000	1,660,000
Fair Value, Measurements, Recurring [Member] | Basic Materials [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair Value	0	0
Fair Value, Measurements, Recurring [Member] | Basic Materials [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair Value	0	0
Fair Value, Measurements, Recurring [Member] | Technology [Member]
Assets:
Fair Value	172,000	266,000
Fair Value, Measurements, Recurring [Member] | Technology [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair Value	172,000	266,000
Fair Value, Measurements, Recurring [Member] | Technology [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair Value	0	0
Fair Value, Measurements, Recurring [Member] | Technology [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair Value	0	0
Fair Value, Measurements, Recurring [Member] | Financial Services [Member]
Assets:
Fair Value	292,000	228,000
Fair Value, Measurements, Recurring [Member] | Financial Services [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair Value	292,000	228,000
Fair Value, Measurements, Recurring [Member] | Financial Services [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair Value	0	0
Fair Value, Measurements, Recurring [Member] | Financial Services [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair Value	0	0
Fair Value, Measurements, Recurring [Member] | Reits and Real Estate Companies [Member]
Assets:
Fair Value	56,000	177,000
Fair Value, Measurements, Recurring [Member] | Reits and Real Estate Companies [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair Value	56,000	177,000
Fair Value, Measurements, Recurring [Member] | Reits and Real Estate Companies [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair Value	0	0
Fair Value, Measurements, Recurring [Member] | Reits and Real Estate Companies [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair Value	0	0
Fair Value, Measurements, Recurring [Member] | Other1 [Member]
Assets:
Fair Value	388,000	352,000
Fair Value, Measurements, Recurring [Member] | Other1 [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Fair Value	388,000	352,000
Fair Value, Measurements, Recurring [Member] | Other1 [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Fair Value	0	0
Fair Value, Measurements, Recurring [Member] | Other1 [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Fair Value	$ 0	$ 0

XML

INVESTMENT IN HOTEL, NET

6 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

NOTE 2 – INVESTMENT IN HOTEL, NET

Investment in hotel consisted of the following as of:

			Accumulated			Net Book
December 31, 2012	Cost		Depreciation			Value
Land	$	1,124,000	$	-		$	1,124,000
Furniture and equipment		21,733,000		(18,775,000	)		2,958,000
Building and improvements		48,992,000		(20,001,000	)		28,991,000
	$	71,849,000	$	(38,776,000	)	$	33,073,000

			Accumulated			Net Book
June 30, 2012	Cost		Depreciation			Value
Land	$	1,124,000	$	-		$	1,124,000
Furniture and equipment		20,855,000		(18,187,000	)		2,668,000
Building and improvements		48,529,000		(19,499,000	)		29,030,000
	$	70,508,000	$	(37,686,000	)	$	32,822,000

XML

CONDENSED CONSOLIDATED BALANCE SHEETS [PARENTHETICAL]	Dec. 31, 2012	Jun. 30, 2012
Common stock, shares authorized	750,000	750,000
Common stock, shares issued	734,183	734,183
Common stock , shares outstanding	734,183	734,183

XML

SEGMENT INFORMATION (Tables)

6 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

Information below represents reporting segments for the three and six months ended December 31, 2012 and 2011, respectively. Operating income (loss) from Hotel operations consists of the operation of the hotel and operation of the garage. Operating income (loss) for investment transactions consist of net investment gain (loss) and dividend and interest income.

As of and for the three months	Hotel			Investment
ended December 31, 2012	Operations			Transactions			Other			Total
Revenues	$	10,970,000		$	-		$	-		$	10,970,000
Segment operating expenses		(9,398,000	)		-			(171,000	)		(9,569,000	)
Segment income (loss)		1,572,000			-			(171,000	)		1,401,000
Interest expense		(660,000	)		-			-			(660,000	)
Depreciation and amortization expense		(568,000	)		-			-			(568,000	)
Loss from investments		-			(648,000	)		-			(648,000	)
Income tax benefit		-			-			165,000			165,000
Net income (loss)	$	912,000		$	(648,000	)	$	(6,000	)	$	(310,000	)
Total assets	$	33,073,000		$	7,805,000		$	9,746,000		$	50,624,000

As of and for the three months	Hotel			Investment
ended December 31, 2011	Operations			Transactions			Other			Total
Revenues	$	10,412,000		$	-		$	-		$	10,412,000
Segment operating expenses		(7,796,000	)		-			(147,000	)		(7,943,000	)
Segment income (loss)		2,087,000			-			(147,000	)		2,469,000
Interest expense		(695,000	)		-			-			(695,000	)
Depreciation and amortization expense		(529,000	)		-			-			(529,000	)
Income from investments		-			(169,000	)		-			(169,000	)
Income tax expense		-			-			(128,000	)		(128,000	)
Net income (loss)	$	1,392,000		$	(169,000	)	$	(275,000	)	$	948,000
Total assets	$	32,817,000		$	8,301,000		$	9,849,000		$	50,967,000

As of and for the six months	Hotel			Investment
ended December 31, 2012	Operations			Transactions			Other			Total
Revenues	$	23,106,000		$	-		$	-		$	23,106,000
Segment operating expenses		(18,562,000	)		-			(340,000	)		(18,902,000	)
Segment income (loss)		4,544,000			-			(340,000	)		4,204,000
Interest expense		(1,324,000	)		-			-			(1,324,000	)
Depreciation and amortization expense		(1,126,000	)		-			-			(1,126,000	)
Loss from investments		-			(286,000	)		-			(286,000	)
Income tax expense		-			-			(159,000	)		(159,000	)
Net income (loss)	$	2,094,000		$	(286,000	)	$	(499,000	)	$	1,309,000
Total assets	$	33,073,000		$	7,805,000		$	9,746,000		$	50,624,000

As of and for the six months	Hotel			Investment
ended December 31, 2011	Operations			Transactions			Other			Total
Revenues	$	21,521,000		$	-		$	-		$	21,521,000
Segment operating expenses		(15,941,000	)		-			(289,000	)		(16,230,000	)
Segment income (loss)		5,580,000			-			(289,000	)		5,291,000
Interest expense		(1,383,000	)		-			-			(1,383,000	)
Depreciation and amortization expense		(1,045,000	)		-			-			(1,045,000	)
Loss from investments		-			(1,694,000	)		-			(1,694,000	)
Income tax expense		-			-			175,000			175,000
Net income (loss)	$	3,152,000		$	(1,694,000	)	$	(114,000	)	$	1,344,000
Total assets	$	32,817,000		$	8,301,000		$	9,849,000		$	50,967,000

XML

DOCUMENT AND ENTITY INFORMATION	6 Months Ended
	Dec. 31, 2012	Feb. 05, 2013
Entity Registrant Name	PORTSMOUTH SQUARE INC
Entity Central Index Key	0000079661
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Trading Symbol	prsi
Entity Common Stock, Shares Outstanding		734,183
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $)	6 Months Ended
	Dec. 31, 2012
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest	50.00%
Common Stock, Dividends, Per Share, Cash Paid	$ 0.25
Dividends, Common Stock, Cash	$ 184,000
Portsmouth [Member]
Business Acquisition, Percentage of Voting Interests Acquired	68.80%
Inter Group [Member]
Business Acquisition, Percentage of Voting Interests Acquired	80.00%
Noncontrolling Interest, Ownership Percentage by Parent	12.50%

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Revenue - Hotel	$ 10,970,000	$ 10,412,000	$ 23,106,000	$ 21,521,000
Costs and operating expenses
Hotel operating expenses	(9,398,000)	(7,796,000)	(18,562,000)	(15,941,000)
Hotel depreciation and amortization expense	(568,000)	(529,000)	(1,126,000)	(1,045,000)
General and administrative expense	(171,000)	(147,000)	(340,000)	(289,000)
Total costs and operating expenses	(10,137,000)	(8,472,000)	(20,028,000)	(17,275,000)
Income from operations	833,000	1,940,000	3,078,000	4,246,000
Other income (expense)
Interest expense	(660,000)	(695,000)	(1,324,000)	(1,383,000)
Net loss on marketable securities	(737,000)	(157,000)	(243,000)	(1,371,000)
Net unrealized loss on other investments	(27,000)	(43,000)	(112,000)	(170,000)
Impairment loss on other investments	0	(91,000)	0	(235,000)
Dividend and interest income	171,000	169,000	178,000	193,000
Trading and margin interest expense	(55,000)	(47,000)	(109,000)	(111,000)
Other expense, net	(1,308,000)	(864,000)	(1,610,000)	(3,077,000)
Income (loss) before income taxes	(475,000)	1,076,000	1,468,000	1,169,000
Income tax benefit (expense)	165,000	(128,000)	(159,000)	175,000
Net (loss) income	(310,000)	948,000	1,309,000	1,344,000
Less: Net income attributable to the noncontrolling interest	(127,000)	(645,000)	(944,000)	(1,479,000)
Net (loss) income attributable to Portsmouth	$ (437,000)	$ 303,000	$ 365,000	$ (135,000)
Basic and diluted net (loss) income per share attributable to Portsmouth (in dollors per share)	$ (0.60)	$ 0.41	$ 0.50	$ (0.18)
Weighted average number of common shares outstanding - basic and diluted (in shares)	734,183	734,183	734,183	734,183

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RELATED PARTY TRANSACTIONS

6 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 7 - RELATED PARTY TRANSACTIONS

In December 2012, Justice declared a limited partnership distribution in the amount of $1,200,000, of which Portsmouth received $600,000. In December 2011, Justice declared a limited partnership distribution in the aggregate amount of $1,000,000, of which Portsmouth received $500,000. Both of the amounts received by Portsmouth were eliminated in consolidation.

Certain shared costs and expenses, primarily administrative expenses, rent and insurance are allocated among the Company, the Company’s parent, Santa Fe and InterGroup, the parent of Santa Fe, based on management's estimate of the pro rata utilization of resources. For the three months ended December 31, 2012 and 2011, these expenses were approximately $18,000 for each respective period. For the six months ended December 31, 2012 and 2011, these expenses were approximately $36,000 for each respective period.

Four of the Portsmouth directors serve as directors of Intergroup. Three of those directors also serve as directors of Santa Fe. The three Santa Fe directors also serve as directors of InterGroup.

During the three months ended December 31, 2012 and 2011, the Company received management fees from Justice Investors totaling $89,000 and $98,000, respectively. During the six months ended December 31, 2012 and 2011, the Company received management fees from Justice Investors totaling $201,000 and $189,000, respectively. These amounts were eliminated in consolidation.

John V. Winfield serves as Chief Executive Officer and Chairman of the Company, Santa Fe, and InterGroup. Depending on certain market conditions and various risk factors, the Chief Executive Officer, his family, Santa Fe and InterGroup may, at times, invest in the same companies in which the Company invests. The Company encourages such investments because it places personal resources of the Chief Executive Officer and his family members, and the resources of Santa Fe and InterGroup, at risk in connection with investment decisions made on behalf of the Company.

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SEGMENT INFORMATION

6 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

NOTE 6 - SEGMENT INFORMATION

The Company operates in two reportable segments, the operation of the hotel (“Hotel Operations”) and the investment of its cash in marketable securities and other investments (“Investment Transactions”). These two operating segments, as presented in the consolidated 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 six months ended December 31, 2012 and 2011, respectively. Operating income (loss) from Hotel operations consists of the operation of the hotel and operation of the garage. Operating income (loss) for investment transactions consist of net investment gain (loss) and dividend and interest income.

As of and for the three months	Hotel			Investment
ended December 31, 2012	Operations			Transactions			Other			Total
Revenues	$	10,970,000		$	-		$	-		$	10,970,000
Segment operating expenses		(9,398,000	)		-			(171,000	)		(9,569,000	)
Segment income (loss)		1,572,000			-			(171,000	)		1,401,000
Interest expense		(660,000	)		-			-			(660,000	)
Depreciation and amortization expense		(568,000	)		-			-			(568,000	)
Loss from investments		-			(648,000	)		-			(648,000	)
Income tax benefit		-			-			165,000			165,000
Net income (loss)	$	912,000		$	(648,000	)	$	(6,000	)	$	(310,000	)
Total assets	$	33,073,000		$	7,805,000		$	9,746,000		$	50,624,000

As of and for the three months	Hotel			Investment
ended December 31, 2011	Operations			Transactions			Other			Total
Revenues	$	10,412,000		$	-		$	-		$	10,412,000
Segment operating expenses		(7,796,000	)		-			(147,000	)		(7,943,000	)
Segment income (loss)		2,087,000			-			(147,000	)		2,469,000
Interest expense		(695,000	)		-			-			(695,000	)
Depreciation and amortization expense		(529,000	)		-			-			(529,000	)
Income from investments		-			(169,000	)		-			(169,000	)
Income tax expense		-			-			(128,000	)		(128,000	)
Net income (loss)	$	1,392,000		$	(169,000	)	$	(275,000	)	$	948,000
Total assets	$	32,817,000		$	8,301,000		$	9,849,000		$	50,967,000

As of and for the six months	Hotel			Investment
ended December 31, 2012	Operations			Transactions			Other			Total
Revenues	$	23,106,000		$	-		$	-		$	23,106,000
Segment operating expenses		(18,562,000	)		-			(340,000	)		(18,902,000	)
Segment income (loss)		4,544,000			-			(340,000	)		4,204,000
Interest expense		(1,324,000	)		-			-			(1,324,000	)
Depreciation and amortization expense		(1,126,000	)		-			-			(1,126,000	)
Loss from investments		-			(286,000	)		-			(286,000	)
Income tax expense		-			-			(159,000	)		(159,000	)
Net income (loss)	$	2,094,000		$	(286,000	)	$	(499,000	)	$	1,309,000
Total assets	$	33,073,000		$	7,805,000		$	9,746,000		$	50,624,000

As of and for the six months	Hotel			Investment
ended December 31, 2011	Operations			Transactions			Other			Total
Revenues	$	21,521,000		$	-		$	-		$	21,521,000
Segment operating expenses		(15,941,000	)		-			(289,000	)		(16,230,000	)
Segment income (loss)		5,580,000			-			(289,000	)		5,291,000
Interest expense		(1,383,000	)		-			-			(1,383,000	)
Depreciation and amortization expense		(1,045,000	)		-			-			(1,045,000	)
Loss from investments		-			(1,694,000	)		-			(1,694,000	)
Income tax expense		-			-			175,000			175,000
Net income (loss)	$	3,152,000		$	(1,694,000	)	$	(114,000	)	$	1,344,000
Total assets	$	32,817,000		$	8,301,000		$	9,849,000		$	50,967,000

XML

OTHER INVESTMENTS, NET (Details) (USD $)	Dec. 31, 2012	Jun. 30, 2012
Other investments, net	$ 5,199,000	$ 5,311,000
Preferred Stock - Comstock, At Cost [Member]
Other investments, net	4,410,000	4,410,000
Private Equity Hedge Fund At Cost [Member]
Other investments, net	681,000	681,000
Corporate Debt and Equity Instruments At Cost [Member]
Other investments, net	101,000	101,000
Warrants - at fair value [Member]
Other investments, net	$ 7,000	$ 119,000

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INVESTMENT IN HOTEL, NET (Details) (USD $)	Dec. 31, 2012	Jun. 30, 2012
Cost	$ 71,849,000	$ 70,508,000
Accumulated Depreciation	(38,776,000)	(37,686,000)
Net Book Value	33,073,000	32,822,000
Land [Member]
Cost	1,124,000	1,124,000
Accumulated Depreciation	0	0
Net Book Value	1,124,000	1,124,000
Furniture and Fixtures [Member]
Cost	21,733,000	20,855,000
Accumulated Depreciation	(18,775,000)	(18,187,000)
Net Book Value	2,958,000	2,668,000
Building Improvements [Member]
Cost	48,992,000	48,529,000
Accumulated Depreciation	(20,001,000)	(19,499,000)
Net Book Value	$ 28,991,000	$ 29,030,000

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OTHER INVESTMENTS, NET (Tables)

6 Months Ended

Dec. 31, 2012

Other Investment [Abstract]

Other Investments [Table Text Block]

Other investments, net consist of the following:

Type	December 31, 2012		June 30, 2012
Preferred stock - Comstock, at cost	$	4,410,000	$	4,410,000
Private equity hedge fund, at cost		681,000		681,000
Corporate debt and equity instruments, at cost		101,000		101,000
Warrants - at fair value		7,000		119,000
	$	5,199,000	$	5,311,000

XML

INVESTMENT IN HOTEL, NET (Tables)

6 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Investment in hotel consisted of the following as of:

			Accumulated			Net Book
December 31, 2012	Cost		Depreciation			Value
Land	$	1,124,000	$	-		$	1,124,000
Furniture and equipment		21,733,000		(18,775,000	)		2,958,000
Building and improvements		48,992,000		(20,001,000	)		28,991,000
	$	71,849,000	$	(38,776,000	)	$	33,073,000

			Accumulated			Net Book
June 30, 2012	Cost		Depreciation			Value
Land	$	1,124,000	$	-		$	1,124,000
Furniture and equipment		20,855,000		(18,187,000	)		2,668,000
Building and improvements		48,529,000		(19,499,000	)		29,030,000
	$	70,508,000	$	(37,686,000	)	$	32,822,000

XML

INVESTMENT IN MARKETABLE SECURITIES (Tables)

6 Months Ended

Dec. 31, 2012

Investments, Debt and Equity Securities [Abstract]

Marketable Securities [Text Block]

The change in the unrealized gains and losses on these investments are included in earnings. Trading securities are summarized as follows:

			Gross		Gross			Net		Fair
Investment	Cost		Unrealized Gain		Unrealized Loss			Unrealized Gain		Value
As of December 31, 2012
Corporate
Equities	$	2,280,000	$	1,061,000	$	(735,000	)	$	326,000	$	2,606,000
As of June 30, 2012
Corporate
Equities	$	2,118,000	$	1,292,000	$	(727,000	)	$	565,000	$	2,683,000

Gain (Loss) on Investments [Table Text Block]

Net loss on marketable securities on the statement of operations is comprised of realized and unrealized gains (losses). Below is the composition of the two components for the three and six months ended December 31, 2012 and 2011, respectively.

For the three months ended December 31,	2012			2011
Realized gain on marketable securities	$	1,000		$	39,000
Unrealized loss on marketable securities		(738,000	)		(196,000	)
Net loss on marketable securities	$	(737,000	)	$	(157,000	)

For the six months ended December 31,	2012			2011
Realized gain (loss) on marketable securities	$	24,000		$	(177,000	)
Unrealized loss on marketable securities		(267,000	)		(1,194,000	)
Net loss on marketable securities	$	(243,000	)	$	(1,371,000	)

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

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

As of December 31, 2012
Assets:	Level 1		Level 2		Level 3		Total
Cash equivalents - money market	$	3,000	$	-	$	-	$	3,000
Other investments - warrants		-		-		7,000		7,000
Investment in marketable securities:
Basic materials		1,698,000		-		-		1,698,000
Financial services		292,000		-		-		292,000
Technology		172,000		-		-		172,000
REITs and real estate companies		56,000		-		-		56,000
Other		388,000		-		-		388,000
		2,606,000		-		-		2,606,000
	$	2,609,000	$	-	$	7,000	$	2,616,000

As of June 30, 2012
Assets:	Level 1		Level 2		Level 3		Total
Cash equivalents - money market	$	3,000	$	-	$	-	$	3,000
Other investments - warrants		-		-		119,000		119,000
Investment in marketable securities:
Basic materials		1,660,000		-		-		1,660,000
Technology		266,000		-		-		266,000
Financial services		228,000		-		-		228,000
REITs and real estate companies		177,000		-		-		177,000
Other		352,000		-		-		352,000
		2,683,000		-		-		2,683,000
	$	2,686,000	$	-	$	119,000	$	2,805,000

Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Table Text Block]

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 six months
Assets	Level 1		Level 2		Level 3		December 31, 2012		ended December 31, 2012
Other non-marketable investments	$	-	$	-	$	5,192,000	$	5,192,000	$	-

									Net loss for the six months
Assets	Level 1		Level 2		Level 3		June 30, 2012		ended December 31, 2011
Other non-marketable investments	$	-	$	-	$	5,192,000	$	5,192,000	$	(235,000	)

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INVESTMENT IN MARKETABLE SECURITIES (Details 1) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Realized gain (loss) on marketable securities	$ 1,000	$ 39,000	$ 24,000	$ (177,000)
Unrealized loss on marketable securities	(738,000)	(196,000)	(267,000)	(1,194,000)
Net loss on marketable securities	$ (737,000)	$ (157,000)	$ (243,000)	$ (1,371,000)

XML

FAIR VALUE MEASUREMENTS (Details Textual)	Dec. 31, 2012
Cost Method Investment Ownership Percentage	20.00%

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net income	$ 1,309,000	$ 1,344,000
Adjustments to reconcile net income to net cash provided by operating activities:
Net unrealized loss on marketable securities	267,000	1,194,000
Unrealized loss on other investments	112,000	170,000
Impairment loss on other investments	0	235,000
Depreciation and amortization	1,126,000	1,045,000
Changes in assets and liabilities:
Investment in marketable securities	(190,000)	799,000
Accounts receivable	(104,000)	76,000
Other assets	(495,000)	(757,000)
Accounts payable and other liabilities	223,000	22,000
Due to securities broker	403,000	(741,000)
Obligations for securities sold	(176,000)	(78,000)
Deferred income taxes	159,000	(175,000)
Net cash provided by operating activities	2,634,000	3,134,000
Cash flows from investing activities:
Payments for hotel furniture, equipment and building improvements	(1,341,000)	(1,737,000)
Other investments	0	80,000
Net cash used in investing activities	(1,341,000)	(1,657,000)
Cash flows from financing activities:
Distributions and dividends to noncontrolling interest	(781,000)	(500,000)
Payments on mortgage notes payable	(448,000)	(423,000)
Amounts received from other notes payable	25,000	34,000
Net cash used in financing activities	(1,204,000)	(889,000)
Net increase in cash and cash equivalents	89,000	588,000
Cash and cash equivalents at the beginning of the period	1,032,000	610,000
Cash and cash equivalents at the end of the period	1,121,000	1,198,000
Supplemental information:
Interest paid	$ 1,343,000	$ 1,403,000

XML

FAIR VALUE MEASUREMENTS

6 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

NOTE 5 - FAIR VALUE MEASUREMENTS

The carrying values of the Company’s non-financial instruments approximate fair value due to their short maturities (i.e., accounts receivable, other assets, accounts payable and other liabilities, due to securities broker and obligations for securities sold) or the nature and terms of the obligation (i.e., other notes payable and mortgage notes payable).

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

As of December 31, 2012
Assets:	Level 1		Level 2		Level 3		Total
Cash equivalents - money market	$	3,000	$	-	$	-	$	3,000
Other investments - warrants		-		-		7,000		7,000
Investment in marketable securities:
Basic materials		1,698,000		-		-		1,698,000
Financial services		292,000		-		-		292,000
Technology		172,000		-		-		172,000
REITs and real estate companies		56,000		-		-		56,000
Other		388,000		-		-		388,000
		2,606,000		-		-		2,606,000
	$	2,609,000	$	-	$	7,000	$	2,616,000

As of June 30, 2012
Assets:	Level 1		Level 2		Level 3		Total
Cash equivalents - money market	$	3,000	$	-	$	-	$	3,000
Other investments - warrants		-		-		119,000		119,000
Investment in marketable securities:
Basic materials		1,660,000		-		-		1,660,000
Technology		266,000		-		-		266,000
Financial services		228,000		-		-		228,000
REITs and real estate companies		177,000		-		-		177,000
Other		352,000		-		-		352,000
		2,683,000		-		-		2,683,000
	$	2,686,000	$	-	$	119,000	$	2,805,000

The fair values of investments in marketable securities are determined by the most recently traded price of each security at the balance sheet date. The fair value of the warrants was determined based upon a Black-Scholes option valuation model.

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 or adjusted to record the fair value of new instruments received (i.e., preferred shares) in exchange for old instruments (i.e., debt instruments). 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 six months
Assets	Level 1		Level 2		Level 3		December 31, 2012		ended December 31, 2012
Other non-marketable investments	$	-	$	-	$	5,192,000	$	5,192,000	$	-

									Net loss for the six months
Assets	Level 1		Level 2		Level 3		June 30, 2012		ended December 31, 2011
Other non-marketable investments	$	-	$	-	$	5,192,000	$	5,192,000	$	(235,000	)

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.

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SEGMENT INFORMATION (Details) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2012
Revenues	$ 10,970,000	$ 10,412,000	$ 23,106,000	$ 21,521,000
Segment operating expenses	(9,569,000)	(7,943,000)	(18,902,000)	(16,230,000)
Segment income (loss)	833,000	1,940,000	3,078,000	4,246,000
Interest expense	660,000	695,000	1,324,000	1,383,000
Depreciation and amortization expense	568,000	529,000	1,126,000	1,045,000
Income (Loss) from investments	(648,000)	(169,000)	(286,000)	(1,694,000)
Income tax benefit	(165,000)	128,000	159,000	(175,000)
Net income (loss)	(310,000)	948,000	1,309,000	1,344,000
Total assets	50,624,000	50,967,000	50,624,000	50,967,000	50,069,000
Hotel Operations [Member]
Revenues	10,970,000	10,412,000	23,106,000	21,521,000
Segment operating expenses	(9,398,000)	(7,796,000)	(18,562,000)	(15,941,000)
Segment income (loss)	1,572,000	2,087,000	4,544,000	5,580,000
Interest expense	(660,000)	(695,000)	(1,324,000)	(1,383,000)
Depreciation and amortization expense	(568,000)	(529,000)	(1,126,000)	(1,045,000)
Income (Loss) from investments	0	0	0	0
Income tax benefit	0	0	0	0
Net income (loss)	912,000	1,392,000	2,094,000	3,152,000
Total assets	33,073,000	32,817,000	33,073,000	32,817,000
Investment Transactions [Member]
Revenues	0	0	0	0
Segment operating expenses	0	0	(340,000)	0
Segment income (loss)	0	0	(340,000)	0
Interest expense	0	0	0	0
Depreciation and amortization expense	0	0	0	0
Income (Loss) from investments	0	0	0	0
Income tax benefit	(648,000)	(169,000)	(159,000)	(1,694,000)
Net income (loss)	(648,000)	(169,000)	(499,000)	(1,694,000)
Total assets	7,805,000	8,301,000	7,805,000	8,301,000
All Other Segments [Member]
Revenues	0	0	0	0
Segment operating expenses	(171,000)	(147,000)	0	(289,000)
Segment income (loss)	(171,000)	(147,000)	0	(289,000)
Interest expense	0	0	0	0
Depreciation and amortization expense	0	0	0	0
Income (Loss) from investments	165,000	(128,000)	0	175,000
Income tax benefit	0	0	(286,000)	0
Net income (loss)	(6,000)	(275,000)	(286,000)	(114,000)
Total assets	$ 9,746,000	$ 9,849,000	$ 9,746,000	$ 9,849,000

XML

INVESTMENT IN MARKETABLE SECURITIES (Details) (USD $)	6 Months Ended
	Dec. 31, 2012	Jun. 30, 2012
Cost	$ 2,280,000	$ 2,118,000
Gross Unrealized Gain	1,061,000	1,292,000
Gross Unrealized Loss	(735,000)	(727,000)
Net Unrealized Gain	326,000	565,000
Fair Value	$ 2,606,000	$ 2,683,000