UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2025

☐	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 1-10324

THE INTERGROUP CORPORATION

(Exact name of registrant as specified in its charter)

delaware		13-3293645
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)

1516 S. Bundy Dr., Suite 200, Los Angeles, California 90025

(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.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

	Large accelerated filer ☐		Accelerated filer ☐

	Non-accelerated filer ☒		Smaller reporting company ☒

			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

☐ Yes ☒ No

Securities registered pursuant to section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		INTG		NASDAQ CAPITAL MARKET

The number of shares outstanding of registrant’s Common Stock, as of November 12, 2025 was 2,148,812.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements.

	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and June 30, 2025	3
	Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Shareholders’ Deficit for the Three Months Ended September 30, 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2025 and 2024 (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7-20

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21-27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	28

Item 4.	Controls and Procedures.	28

	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	29

Item 1A.	Risk Factors.	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29

Item 3.	Defaults Upon Senior Securities.	29

Item 4.	Mine Safety Disclosures.	29

Item 5.	Other Information.	29

Item 6.	Exhibits.	30

Signatures		31

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PART I

FINANCIAL INFORMATION

Item 1 - Condensed Consolidated Financial Statements

THE INTERGROUP CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	(unaudited)			June 30, 2025
As of	September 30, 2025
	(unaudited)			June 30, 2025
ASSETS
Investment in Hotel, net	$	39,594,000		$	39,519,000
Investment in real estate, net		44,655,000			45,253,000
Investment in marketable securities		966,000			969,000
Cash and cash equivalents		5,043,000			5,084,000
Restricted cash		8,301,000			10,058,000
Other assets, net		2,921,000			2,189,000
Assets held for sale		1,036,000			1,029,000
Total assets	$	102,516,000		$	104,101,000

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Liabilities:
Accounts payable and other liabilities - Hotel	$	12,244,000		$	12,672,000
Accounts payable and other liabilities		3,510,000			3,292,000
Other notes payable		1,838,000			1,979,000
Deferred tax liability		5,350,000			5,348,000
Mortgage notes payable - Hotel, net		101,766,000			101,519,000
Mortgage notes payable - real estate, net		93,324,000			93,595,000
Total liabilities		218,032,000			218,405,000
Shareholders’ deficit:
Preferred stock, $.01 par value, 100,000 shares authorized; none issued		-			-
Common stock, $.01 par value, 4,000,000 shares authorized; 3,459,888 and 3,459,888 issued; 2,148,812 and 2,154,405 outstanding, respectively		38,000			38,000
Additional paid-in capital		3,634,000			3,614,000
Accumulated deficit		(68,515,000	)		(67,980,000	)
Treasury stock, at cost, 1,311,076 and 1,305,483 shares, respectively		(21,860,000	)		(21,787,000	)
Total InterGroup shareholders’ deficit		(86,703,000	)		(86,115,000	)
Noncontrolling interest		(28,813,000	)		(28,189,000	)
Total shareholders’ deficit		(115,516,000	)		(114,304,000	)

Total liabilities and shareholders’ deficit	$	102,516,000		$	104,101,000

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

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THE INTERGROUP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

For the three months ended September 30,	2025			2024
Revenues:
Hotel	$	12,418,000		$	11,820,000
Real estate		5,495,000			5,086,000
Total revenues		17,913,000			16,906,000
Costs and operating expenses:
Hotel operating expenses		(10,481,000	)		(8,792,000	)
Real estate operating expenses		(2,338,000	)		(2,457,000	)
Depreciation and amortization expenses		(1,656,000	)		(1,668,000	)
General and administrative expenses		(706,000	)		(860,000	)

Total costs and operating expenses		(15,181,000	)		(13,777,000	)

Income from operations		2,732,000			3,129,000

Other (expense) income:
Interest expense - mortgages		(3,258,000	)		(3,514,000	)
Net gain on marketable securities		136,000			129,000
Dividend and interest income		2,000			87,000
Trading and margin interest expense		(297,000	)		(324,000	)
Total other expense, net		(3,417,000	)		(3,622,000	)

Loss before income taxes		(685,000	)		(493,000	)
Income tax expense		(474,000	)		(359,000	)
Net loss		(1,159,000	)		(852,000	)
Less: Net loss attributable to the noncontrolling interest		624,000			454,000
Net loss attributable to The InterGroup Corporation	$	(535,000	)	$	(398,000	)


Net loss per share
Basic	$	(0.54	)	$	(0.39	)
Diluted	$	(0.54	)	$	(0.39	)

Net loss per share attributable to The InterGroup Corporation
Basic	$	(0.25	)	$	(0.18	)
Diluted	$	(0.25	)	$	(0.18	)

Weighted average number of basic common shares outstanding		2,151,141			2,173,461
Weighted average number of diluted common shares outstanding		2,151,141			2,173,461

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

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THE INTERGROUP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited)

	Shares		Amount		Capital		Deficit			Stock			Deficit			Interest			Deficit
	Common Stock				Additional Paid-in		Accumulated			Treasury			InterGroup Shareholders’			Noncontrolling			Total Shareholders’
	Shares		Amount		Capital		Deficit			Stock			Deficit			Interest			Deficit
Balance at July 1, 2025		3,459,888	$	38,000	$	3,614,000	$	(67,980,000	)	$	(21,787,000	)	$	(86,115,000	)	$	(28,189,000	)	$	(114,304,000	)
Net loss		-		-		-		(535,000	)		-			(535,000	)		(624,000	)		(1,159,000	)
Stock options expense		-		-		20,000		-			-			20,000			-			20,000
Purchase of treasury stock		-		-		-		-			(73,000	)		(73,000	)		-			(73,000	)
Balance at September 30, 2025		3,459,888	$	38,000	$	3,634,000	$	(68,515,000	)	$	(21,860,000	)	$	(86,703,000	)	$	(28,813,000	)	$	(115,516,000	)

	Shares		Amount		Capital		Deficit			Stock			Deficit			Interest			Deficit
	Common Stock				Additional Paid-in		Accumulated			Treasury			InterGroup Shareholders’			Noncontrolling			Total Shareholders’
	Shares		Amount		Capital		Deficit			Stock			Deficit			Interest			Deficit
Balance at July 1, 2024		3,459,888	$	38,000	$	3,648,000	$	(62,632,000	)	$	(21,393,000	)	$	(80,339,000	)	$	(26,128,000	)	$	(106,467,000	)
Balance		3,459,888	$	38,000	$	3,648,000	$	(62,632,000	)	$	(21,393,000	)	$	(80,339,000	)	$	(26,128,000	)	$	(106,467,000	)
Net loss		-		-		-		(398,000	)		-			(398,000	)		(454,000	)		(852,000	)
Stock options expense		-		-		45,000		-			-			45,000						45,000
Purchase of treasury stock		-		-		-		-			(205,000	)		(205,000	)		-			(205,000	)
Balance at September 30, 2024		3,459,888	$	38,000	$	3,693,000	$	(63,030,000	)	$	(21,598,000	)	$	(80,897,000	)	$	(26,582,000	)	$	(107,479,000	)
Balance		3,459,888	$	38,000	$	3,693,000	$	(63,030,000	)	$	(21,598,000	)	$	(80,897,000	)	$	(26,582,000	)	$	(107,479,000	)

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

-5-

THE INTERGROUP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

For the three months ended September 30,	2025			2024
Cash flows from operating activities:
Net loss	$	(1,159,000	)	$	(852,000	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		1,656,000			1,668,000
Amortization of loan costs		278,000			372,000
Amortization of other notes payable		(141,000	)		16,000
Stock compensation expense		20,000			45,000
Net unrealized gain on marketable securities		(116,000	)		(788,000	)
Changes in operating assets and liabilities:
Investment in marketable securities		119,000			633,000
Other assets		(745,000	)		(765,000	)
Accounts payable and other liabilities - Hotel		(428,000	)		2,304,000
Accounts payable and other liabilities		218,000			(46,000	)
Deferred taxes		2,000			-
Obligations for securities sold		-			773,000
Net cash (used in) provided by operating activities		(296,000	)		3,360,000

Cash flows from investing activities:
Payments for hotel investments		(974,000	)		(269,000	)
Payments for real estate investments		(244,000	)		(471,000	)
Insurance proceeds for property damage claims		85,000			-
Net cash used in investing activities		(1,133,000	)		(740,000	)

Cash flows from financing activities:
Payments of mortgage notes payable		(302,000	)		(891,000	)
Purchase of treasury stock		(73,000	)		(205,000	)
Net cash used in financing activities		(375,000	)		(1,096,000	)

Net (decrease) increase in cash, cash equivalents and restricted cash		(1,804,000	)		1,524,000
Cash, cash equivalents and restricted cash at the beginning of the period		15,195,000			8,694,000
Cash, cash equivalents and restricted cash at the end of the period	$	13,391,000		$	10,218,000

Supplemental information:
Interest paid	$	2,509,000		$	1,937,000
Taxes paid	$	-		$	-

Supplemental Disclosure – Reconciliation of Cash, Cash Equivalents, and Restricted Cash


Cash, cash equivalents and restricted cash	$	13,344,000
Cash included in assets held for sale		47,000
Total cash, cash equivalents, and restricted cash	$	13,391,000

The Company had cash and cash equivalents of $5,054,000 (including $11,000 classified as held for sale) as of September 30, 2025. The Company had restricted cash of $8,337,000 (including $36,000 classified as held for sale) as of September 30, 2025.

The Company had cash and cash equivalents of $5,092,000 (including $8,000 classified as held for sale) as of June 30, 2025. The Company had restricted cash of $10,103,000 (including $45,000 classified as held for sale) as of June 30, 2025.

Cash flows associated with the Los Angeles property classified as held for sale are included within the respective operating, investing, and financing activities of continuing operations in the consolidated statements of cash flows.

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

-6-

THE INTERGROUP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(UNAUDITED)

NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements of The InterGroup Corporation (“InterGroup” or the “Company”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial reporting. As permitted under those rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. The results of operations for the interim periods presented are not necessarily indicative of results expected for the full fiscal year. The unaudited condensed consolidated financial statements include the accounts of our wholly owned and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of InterGroup and the notes therein included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025. The June 30, 2025 condensed consolidated balance sheet was derived from the audited consolidated balance sheet as included in the Company’s Form 10-K for the year ended June 30, 2025.

InterGroup consolidates its majority-owned subsidiaries, including Portsmouth Square, Inc. (“Portsmouth”), and all intercompany balances and transactions are eliminated. As of September 30, 2025, InterGroup owned approximately 75.9% of Portsmouth’s outstanding common shares.

InterGroup’s activities include: (i) hospitality through Portsmouth’s ownership of the Hilton San Francisco Financial District (consolidated in InterGroup’s financial statements), and (ii) real estate investment and rental operations (apartment complexes, a commercial property, and certain strategic single-family holdings), primarily located in Texas and Southern California.

The preparation of interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported; actual results could differ from those estimates.

There have been no material changes to the Company’s significant accounting policies during the three months ended September 30, 2025. Please refer to the Company’s Annual Report on Form 10-K for the year ended June 30, 2025 for a summary of the significant accounting policies.

InterGroup has not identified conditions or events that raise substantial doubt about InterGroup’s ability to continue as a going concern. As previously disclosed by Portsmouth, InterGroup’s consolidated subsidiary, Portsmouth’s prior going-concern uncertainty, was alleviated as of June 30, 2025 following its refinancing. See Portsmouth’s Form 10-K for the year ended June 30, 2025 and InterGroup’s MD&A – Liquidity for further discussion.

Recently Issued and Adopted Accounting Pronouncements

Our Annual Report on Form 10-K for the year ended June 30, 2025, filed with the SEC on September 29, 2025, contains a discussion on the recently issued accounting pronouncements. As of September 30, 2025, there was no material impact from the recent adoption of new accounting pronouncements, nor is there an expected material impact from recently issued accounting pronouncements yet to be adopted, on the Company’s Condensed Consolidated Financial Statements.

Going Concern Basis and Management’s Evaluation (ASC 205-40) – Subsidiary-Only (Portsmouth)

The accompanying Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP and on a going concern basis. InterGroup (the parent) has not had a going-concern uncertainty. The disclosure below is provided solely to summarize the going-concern matter at the Company’s majority-owned subsidiary, Portsmouth Square, Inc. (“Portsmouth”); it does not indicate or imply a going-concern issue for InterGroup.

-7-

As disclosed in Portsmouth’s Annual Report on Form 10-K for the year ended June 30, 2025, management concluded that substantial doubt regarding Portsmouth’s ability to continue as a going concern was alleviated as of June 30, 2025, and reflected in June 30, 2025 financial statements, as a result of (i) Portsmouth completing a comprehensive refinancing on March 28, 2025 of its senior mortgage and (ii) executing restated and amended of its mezzanine loan, resulting in extended maturities, favorable interest terms, and improved covenant compliance. Since closing, Portsmouth has remained current on all required debt service and has continued property enhancements to support the Hotel’s competitive positioning (including renovation of additional guest rooms returned to inventory). In addition, in March 2025 and May 2025, the related-party facility with the Company was amended to increase borrowing capacity to $40,000,000, extend maturity to July 31, 2027, and reduce the rate to 9%, providing a contingency source of liquidity without required monthly principal or interest payments prior to maturity.

Management has re-evaluated Portsmouth’s liquidity position as of September 30, 2025, and concluded that no conditions or events exist that raise substantial doubt about its ability to continue as a going concern for at least the next twelve months.

This disclosure relates to Portsmouth and reflects management’s fiscal year 2026 evaluation of that subsidiary; it does not modify or supersede going-concern disclosures in previously issued fiscal year 2024 financial statements and interim filings, and it does not indicate a going-concern uncertainty for InterGroup. See also InterGroup MD&A – Liquidity and Capital Resources (Going concern) for a cross-reference to Portsmouth’s Note 1.

NOTE 2 - LIQUIDITY

Historically, the Company has relied primarily on cash flows generated from operations at its hotel property, the Hilton San Francisco Financial District (the “Hotel”), as its primary source of liquidity. However, the pace of recovery in the San Francisco hospitality market remains slower than anticipated due to several factors, including a sustained decline in business travel driven by remote work trends, as well as broader municipal challenges such as safety concerns, homelessness, and increased crime. These conditions have limited demand in key customer segments and shifted the Hotel’s revenue base toward lower-yielding leisure travel.

As a result, the Company experienced net cash used in operating activities of $296,000 for the three months ended September 30, 2025. In response to ongoing market pressures, Portsmouth has adopted several capital preservation initiatives, including deferral of non-essential capital projects, temporary suspension of certain Hotel services, renegotiation of vendor agreements, and reduction of controllable operating expenses. During the three months ended September 30, 2025, Portsmouth continued to invest in property enhancements, incurring capital expenditure of $974,000. These expenditures included the renovation of 14 guest rooms, which had previously been utilized as administrative offices and were returned to the Company’s available room inventory upon completion. During the same period, the Company made capital improvements in the amount of $244,000 to its multi-family and commercial real estate.

As of September 30, 2025, the Company had:

●	Cash and cash equivalents of $5,054,000 (including $11,000 classified as held for sale).
		○	(compared to $5,092,000 (including $8,000 classified as held for sale as of June 30, 2025).
●	Restricted cash of $8,337,000 (including $36,000 classified as held for sale).
		○	(compared to $10,103,000 (including $45,000 classified as held for sale as of June 30, 2025).
●	Marketable securities, net of margin balances, of $966,000 (compared to $969,000 as of June 30, 2025).
			These securities are considered liquid and available for short-term needs.

Related Party Financing

To supplement its liquidity position, the Company maintains access to an unsecured loan facility with its subsidiary company, Portsmouth Square, Inc (“Portsmouth”), a related party. The initial facility, dated July 2, 2014, has undergone several amendments. In March 2025, the facility was amended to:

	●	Increase the available borrowing capacity to $40,000,000, and
	●	Extend the maturity date to July 31, 2027.

-8-

As of September 30, 2025, the outstanding loan balance was $38,108,000, with no principal repayments made to date. All material intercompany accounts and transactions have been eliminated in consolidation.

Real Estate

During the three months ended September 30, 2025, the Company did not enter into any new financing arrangements, modifications, or refinancings related to its real estate properties.

All existing loans and mortgage obligations remained in good standing, and there were no material changes to the terms, maturities, or covenants of any existing debt instruments.

Management continues to monitor market conditions and the Company’s real estate portfolio for potential refinancing opportunities that could improve liquidity or reduce interest costs; however, no such transactions were undertaken during the reporting period.

Liquidity Outlook and Going Concern Considerations

The Company’s liquidity position remains stable following the completion of Portsmouth’s senior mortgage refinancing and mezzanine debt on March 28, 2025. These transactions enhanced the Company’s maturity profile, improved covenant compliance, and strengthened its overall capital structure.

During the quarter ended September 30, 2025, the Company did not enter into any additional financing arrangements or refinancings. All debt obligations remain current and in compliance with applicable covenants.

Forward-looking risks remain primarily tied to the performance of the San Francisco hospitality market, including:

	●	The pace of recovery in business travel,
	●

SEC Form 10-Q filed by Intergroup Corporation