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INTERGROUP CORP

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

INTG$38.67-0.6%Stored close · as of Nov 6, 2026

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

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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.

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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

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,
●Competitive dynamics among local hotels,
●Broader municipal issues affecting the city’s perception among travelers, and
●Potential impacts from macroeconomic trends on leisure travel demand.

Management will continue to monitor these market-specific conditions and adjust operations, capital allocation, and marketing strategies to maintain the Hotel’s competitive position.

The Hotel debt and cash-management/lockbox reside at Portsmouth’s subsidiaries; while these provisions may limit distributions upstream to InterGroup while in effect, they do not encumber InterGroup’s non-Hotel properties or parent-level liquidity. InterGroup’s exposure to the Hotel financing is limited to its guaranties of specified non-recourse carve-outs and defined springing recourse events.

The following table provides a summary as of September 30, 2025, the Company’s material financial obligations which also includes interest payments.

9 Months · Year · Year · Year · Year
Total20262027202820292030Thereafter
Mortgage and subordinated notes payable$197,458,000$930,000$106,663,000$6,588,000$1,845,000$16,032,000$65,400,000
Other notes payable1,838,000425,000463,000317,000317,000316,000-
Interest38,526,0008,711,00014,091,0002,645,0002,580,0002,436,0008,063,000
Total$237,822,000$10,066,000$121,217,000$9,550,000$4,742,000$18,784,000$73,463,000

NOTE 3 –REVENUE

Our revenue from real estate is primarily rental income from residential and commercial property leases which is recorded when due from residents and is recognized monthly as earned. The revenue recognition rules under ASC 606 specifically eliminate rental revenue from the accounting standard.

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The following table presents our Hotel revenue disaggregated by revenue streams.

For the three months ended September 30,20252024
Hotel revenues:
Hotel rooms$10,428,000$10,110,000
Food and beverage912,000733,000
Garage900,000875,000
Other operating departments178,000102,000
Total Hotel revenue$12,418,000$11,820,000

Performance Obligations

We identified the following performance obligations for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:

●Cancelable room reservations or ancillary services are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs.
●Non-cancelable room reservations and banquet or conference reservations represent a series of distinct goods or services provided over time and satisfied as each distinct good or service is provided, which is reflected by the duration of the room reservation.
●Other ancillary goods and services are purchased independently of the room reservation at standalone selling prices and are considered separate performance obligations, which are satisfied when the related good or service is provided to the hotel guest.
●Components of package reservations for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above.

Hotel revenue primarily consists of hotel room rentals, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking). Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component.

We do not disclose the value of unsatisfied performance obligations for contracts with an expected length of one year or less. Due to the nature of our business, our revenue is not significantly impacted by refunds. Cash payments received in advance of guests staying at our hotel are refunded to hotel guests if the guest cancels within the specified time period, before any services are rendered. Refunds related to service are generally recognized as an adjustment to the transaction price at the time the hotel stay occurs or services are rendered.

Revenue recognition from apartment rental commences when an apartment unit is placed in service and occupied by a rent-paying tenant. Apartment units are leased on a short-term basis, with no lease extending beyond one year.

Contract Assets and Liabilities

The Company does not have any material contract assets as of September 30, 2025 and June 30, 2025, other than trade and other receivables, net on our consolidated balance sheets. Our receivables are primarily the result of contracts with customers, which are reduced by an allowance for doubtful accounts that reflects our estimate of amounts that will not be collected.

Portsmouth records contract liabilities when cash payments are received or due in advance of guests staying at our hotel, which are presented within Accounts payable and other liabilities-Hotel on our consolidated balance sheets had an opening balance of $505,000 at July 1, 2025. Contract liabilities were $637,000 as of September 30, 2025. The increase as of September 30, 2025, was primarily driven by an increase in advance deposits received from customers for services to be performed after September 30, 2025. During the three months ended September 30, 2025, we recognized $336,000 of revenue that was included in the contract liability balance at July 1, 2025.

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Contract liabilities were $370,000 as of July 1, 2024 and decreased to $337,000 as of September 30, 2024. During the three months ended September 30, 2024, we recognized $319,000 of revenue that was included in the contract liability balance at July 1, 2024.

Contract Costs

We consider sales commissions earned to be incremental costs of obtaining a contract with our customers. As a practical expedient, we expense these costs as incurred as our contracts with customers are generally less than one year.

NOTE 4 –INVESTMENT IN HOTEL, NET

Investment in Hotel consisted of the following as of the dates presented:

Accumulated · Net Book
September 30, 2025 · Cost · Depreciation · Value
Land$2,738,000$-$2,738,000
Finance lease ROU assets1,805,000(1,694,000)111,000
Furniture and equipment42,168,000(33,707,000)8,461,000
Building and improvements68,527,000(40,243,000)28,284,000
Investment in Hotel, net$115,238,000$(75,644,000)$39,594,000
Accumulated · Net Book
June 30, 2025 · Cost · Depreciation · Value
Land$2,738,000$-$2,738,000
Finance lease ROU assets1,805,000(1,665,000)140,000
Furniture and equipment41,195,000(33,248,000)7,947,000
Building and improvements68,527,000(39,833,000)28,694,000
Investment in Hotel, net$114,265,000$(74,746,000)$39,519,000

Finance lease right-of-use (“ROU”) assets, furniture and equipment are stated at cost and depreciated on a straight-line basis over estimated useful lives of approximately 3 to 7 years (finance lease ROU assets are amortized over the shorter of the asset’s useful life or the lease term). Building and building improvements are stated at cost and depreciated on a straight-line basis over estimated useful lives of approximately 15 to 39 years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term. Construction-in-progress is not depreciated until the assets are placed in service.

Depreciation expense related to our investment in hotel for the three months ended September 30, 2025 and 2024 are $898,000 and $929,000, respectively.

NOTE 5 –INVESTMENT IN REAL ESTATE, NET

At September 30, 2025, the Company’s investment in real estate consisted of twenty properties located throughout the United States. These properties include sixteen apartment complexes, three single-family houses as strategic investments, and one commercial real estate property. The Company also owns unimproved land located in Maui, Hawaii.

Investment in real estate consisted of the following:

As ofSeptember 30, 2025June 30, 2025
Land$22,293,000$22,293,000
Buildings, improvements and equipment76,335,00076,176,000
Accumulated depreciation(55,903,000)(55,146,000)
Investment in real estate, gross42,725,00043,323,000
Land held for development1,930,0001,930,000
Investment in real estate, net$44,655,000$45,253,000

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In April 2025, the Company determined that one multifamily property located in Los Angeles met the criteria for classification as held for sale, as described in Note 14 — Assets Held for Sale. Accordingly, the property is reported separately as Assets held for sale in the condensed consolidated balance sheet as of September 30, 2025. The amounts presented in Note 5 — Investment in Real Estate, net exclude this property as of September 30, 2025 and June 30, 2025, respectively.

Building, improvements, and equipment are stated at cost, depreciated on a straight-line basis over their useful lives ranging from 5 to 40 years. During the three months ended September 30, 2025 the Company invested $244,000 in capitalized improvements. Depreciation expense related to our investment in real estate for the three months ended September 30, 2025 and 2024 are $757,000 and $739,000, respectively.

NOTE 6 –INVESTMENT IN MARKETABLE SECURITIES

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

As of September 30, 2025, and June 30, 2025, all the Company’s marketable equity securities are measured at fair value with changes recognized in earnings (ASC 321). The changes in unrealized gains and losses on these investments are included in earnings. The portfolio is held in a brokerage account and may be subject to margin; see Note 2 for amounts “net of margin balances.”

Gross · Gross · Net · Fair
InvestmentCostUnrealized GainUnrealized LossUnrealized GainValue
As of
Corporate
Equities$671,000$296,000$(1,000)$295,000$966,000
As of
Corporate
Equities$790,000$180,000$(1,000)$179,000$969,000

Net gain (loss) on marketable securities on the condensed consolidated statements of operations is comprised of both realized and unrealized gain and losses. The breakdown of these components for the three months ended September 30, 2025 and 2024 is as follows:

For the three months ended September 30,20252024
Realized gain (loss) on marketable securities, net$20,000$(659,000)
Unrealized gain on marketable securities, net116,000788,000
Net gain marketable securities$136,000$129,000

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NOTE 7 -FAIR VALUE MEASUREMENTS

The carrying values of the Company’s financial instruments not required to be carried at fair value on a recurring basis 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 and liabilities measured at fair value on a recurring basis are as follows:

As ofSeptember 30, 2025June 30, 2025
Assets:Total - Level 1Total - Level 1
Investment in marketable securities:
REITs and real estate companies$964,000$966,000
Technology2,0003,000
Total$966,000$969,000

Recurring fair value measurements.

●Marketable equity securities (Level 1): Quoted prices in active markets for identical assets.
●Interest rate cap (Level 2): Valued using observable inputs including forward Terms SOFR curves and implied volatilities from third-party pricing services; incorporates counterparty nonperformance risk where applicable.

In March 2025, Portsmouth, through its affiliate Justice Operating Company, LLC, entered into an interest rate cap agreement (the “Interest Rate Cap”) with Goldman Sachs Bank USA in connection with a variable-rate mortgage loan. The Interest Rate Cap limits Term SOFR to 4.50% and has a notional amount equal to or greater than the outstanding principal balance of the loan. The Company paid a premium of approximately $136,000 at inception. Changes in the fair value of the Interest Rate Cap are recorded in Other Income (Expense) in the condensed consolidated statements of operations. The Interest Rate Cap is not designated as a hedging instrument under ASC 815 and is accounted for at fair value, with changes in fair value recognized in earnings each reporting period. The cap is classified as a Level 2 within the ASC 820 fair value hierarchy.

The following table summarizes the fair value of the derivative instrument as of September 30, 2025:

Derivative TypeNotional AmountBalance Sheet ClassificationFair ValueFair Value Hierarchy
Interest Rate$67,000,000Other Assets$136,000Level 2

The Company did not record any material nonrecurring fair value measurements (e.g., long-lived asset impairments) during the three months ended September 30, 2025 or 2024. See Note 4 and 5 for discussion of long-lived assets.

There have been no material changes to the Company’s fair value measurement methodologies or classification of instruments during the periods presented, and there were no transfers between levels 1, 2, and 3 during the three months ended September 30, 2025 or 2024.

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NOTE 8 –CASH, CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows:

As ofSeptember 30, 2025June 30, 2025
Cash and cash equivalents$5,054,000$5,092,000
Restricted cash8,337,00010,103,000
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows$13,391,000$15,195,000

Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less at the date of purchase. Amounts are recorded within “cash and cash equivalents” on the condensed consolidated balance sheets.

Restricted cash consists primarily of funds held in lender-controlled accounts (lockbox/cash-management structure) related to the Hotel’s mortgage and mezzanine financing, including escrows and reserves for real estate taxes and insurance, replacement/FF&E and capital additions, and other amounts required by the loan agreements. Restricted cash is presented within current or noncurrent assets on the condensed consolidated balance sheets based on the expected timing of use. See Note 12 – Mortgage Notes Payable and Mezzanine Financing for additional information about the cash-management/lockbox provisions.

Cash, cash equivalents and restricted cash as presented in the condensed consolidated statements of cash flows equal the sum of these line items on the condensed consolidated balance sheets.

NOTE 9 –STOCK BASED COMPENSATION PLANS

The Company follows Accounting Standard Codification (ASC) Topic 718 “Compensation – Stock Compensation”, which addresses accounting for equity-based compensation arrangements, including employee stock options and restricted stock units.

Please refer to Note 15 – Stock Based Compensation Plans in the Company’s Form 10-K for the year ended June 30, 2025 for more detailed information on the Company’s stock-based compensation plans.

There were no new stock option grants or modifications during the three months ended September 30, 2025. Activity during the prior fiscal year included the grant of 18,000 stock options to the Chief Operating Officer and the extension of 133,195 stock options held by the Chief Executive Officer, as previously disclosed in the Company’s Annual Report on Form 10-K.

The assumptions used to estimate the fair value of stock options are consistent with those described in Note 15 to the Company’s Form 10-K for the year ended June 30, 2025.

During the three months ended September 30, 2025 and 2024, the Company recorded $20,000 and $45,000, respectively, related to stock option compensation cost.

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The following table summarizes the stock options activity from July 1, 2024 through September 30, 2025:

Number of · Weighted Average · Weighted Average · Aggregate
Shares · Exercise Price · Remaining Life · Intrinsic Value
Outstanding atJuly 1, 2024269,195$16.814.15 years$1,187,000
Granted----
Exercised----
Forfeited----
Exchanged----
Outstanding atJune 30, 2025269,195$16.813.15 years$125,000
Exercisable atJune 30, 2025257,195$15.573.30 years$125,000
Vested and expected to vest atJune 30, 2025269,195$16.813.15 years$125,000
Outstanding atJuly 1, 2025269,195$16.813.15 years$125,000
Granted----
Exercised----
Forfeited----
Exchanged----
Outstanding atSeptember 30, 2025269,195$16.812.90 years$1,187,000
Exercisable atSeptember 30, 2025257,195$15.573.04 years$1,187,000
Vested and expected to vest atSeptember 30, 2025269,195$16.812.90 years$1,187,000

As of September 30, 2025, unrecognized compensation cost related to unvested stock options was not material and is expected to be recognized over a weighted-average period of approximately 1.8 years. Cash received from option exercises was $0 for each of the three months ended September 30, 2025 and 2024, and the total intrinsic value of options exercised was also $0 for those periods. Weighted-average grant-date fair value of options granted was not applicable for 2025 (no grants) and not material for 2024. Approximately 14,000 shares remained available for future grant under the 2010 Incentive Plan as of September 30, 2025.

NOTE 10 –SEGMENT INFORMATION

The Company operates in three reportable segments: (i) Hotel Operations (the Hilton San Francisco Financial District and its five-level parking garage), (ii) Real Estate Operations (the multifamily and commercial rental portfolio), and (iii) Investment Transactions (investment of cash in marketable securities and other investments). CODM is a group of senior executives who collectively use these segments to evaluate performance and allocates resources.

Segment results are evaluated using segment income (loss) from operations, which reflects revenues from external customers less segment operating expenses. This measure excludes interest expense, depreciation and amortization, gains/losses on extinguishment of debt, investment gains/losses, and income taxes, which are shown separately below. There are no intersegment revenues. “Corporate” consists primarily of unallocated corporate general and administrative costs and income taxes.

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All long-lived assets and revenues are attributable to operations in the United States.

As of and for the three months · Hotel · Real Estate · Investment
ended September 30, 2025 · Operations · Operations · Transactions · Corporate · Total
Revenues$12,418,000$5,495,000$-$-$17,913,000
Property operating expenses(9,167,000)(1,038,000)--(10,205,000)
Utilities(546,000)(322,000)--(868,000)
Real estate taxes(492,000)(574,000)--(1,066,000)
General & administrative(276,000)(404,000)-(706,000)(1,386,000)
Segment income (loss)1,937,0003,157,000-(706,000)4,388,000
Interest expense - mortgage(2,493,000)(765,000)--(3,258,000)
Depreciation and amortization expense(899,000)(757,000)--(1,656,000)
Loss from investments--(159,000)-(159,000)
Income tax expense---(474,000)(474,000)
Net (loss) income$(1,455,000)$1,635,000$(159,000)$(1,180,000)$(1,159,000)
Total assets$50,539,000$44,655,000$966,000$6,356,000$102,516,000
As of and for the three months · Hotel · Real Estate · Investment
ended September 30, 2024 · Operations · Operations · Transactions · Corporate · Total
Revenues$11,820,000$5,086,000$-$-$16,906,000
Property operating expenses(7,479,000)(1,111,000)--(8,590,000)
Utilities(585,000)(342,000)--(927,000)
Real estate taxes(527,000)(543,000)--(1,070,000)
General & administrative(201,000)(461,000)-(860,000)(1,522,000)
Segment income (loss)3,028,0002,629,000-(860,000)4,797,000
Interest expense - mortgage(2,824,000)(690,000)--(3,514,000)
Depreciation and amortization expense(929,000)(739,000)--(1,668,000)
Loss from investments--(108,000)-(108,000)
Income tax expense---(359,000)(359,000)
Net (loss) income$(725,000)$1,200,000$(108,000)$(1,219,000)$(852,000)
Total assets$48,055,000$47,274,000$7,609,000$6,389,000$109,327,000

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NOTE 11 –OTHER FINANCING TRANSACTIONS

The following summarizes the balances of other notes payable as of September 30, 2025 and June 30, 2025, respectively.

As ofSeptember 30, 2025June 30, 2025
Note payable - Hilton$1,504,000$1,583,000
Note payable - Aimbridge334,000396,000
Total other notes payable$1,838,000$1,979,000

Note payable to Hilton (Franchisor) is a self-exhausting, interest-free development incentive note which is reduced by approximately $317,000 annually through 2030 by Hilton if the Company remains a Hilton franchisee.

On February 1, 2017, Operating entered into a Hotel Management Agreement (“HMA”) with Aimbridge Hospitality (“Aimbridge”) to manage the Hotel, with an effective takeover date of February 3, 2017. The term of the HMA is for an initial period of 10 years and automatically renews for up to five additional years in aggregate, subject to certain conditions. The HMA also provides for Aimbridge to advance a “key money” incentive fee to the Hotel for capital improvements in the amount of $2,000,000 under certain terms and conditions described in a separate key money agreement. The key money contribution is amortized in equal monthly amounts over an eight (8) year period commencing on the second anniversary of the takeover date. The unamortized portion of the key money was $334,000 and $396,000 at September 30, 2025 and June 30, 2025, respectively, is included in other notes payable in the condensed consolidated balance sheets.

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Future minimum principal amortizations for all other financing transactions are as follows:

For the year ending June 30,
2026 (9 months)$425,000
2027463,000
2028317,000
2029317,000
2030316,000
Thereafter-
Long term debt$1,838,000

Four of the Portsmouth directors serve as directors of InterGroup. The Company’s Vice President Real Estate was elected President of Portsmouth in May 2021. The Company’s director and Chairman of the Audit Committee, William J. Nance.

As Chairman of the Executive Strategic Real Estate and Securities Investment Committee, the Company’s President and Chief Executive Officer (CEO), John V. Winfield, directs the investment activity of the Company in public and private markets pursuant to authority granted by the Board of Directors. Mr. Winfield also serves as Chief Executive Officer and Chairman of the Board of Portsmouth and oversees the investment activity of Portsmouth. Effective June 2016, Mr. Winfield became the Managing Director of Justice and served in that position until the dissolution of Justice in December 2021. Depending on certain market conditions and various risk factors, the Chief Executive Officer and Portsmouth may, at times, invest in the same companies in which the Company invests. Such investments align the interests of the Company with the interests of related parties because it places the personal resources of the Chief Executive Officer and the resources of Portsmouth, at risk in substantially the same manner as the Company in connection with investment decisions made on behalf of the Company.

NOTE 12 –MORTGAGE NOTES PAYABLE AND MEZZANINE FINANCING

For management’s going-concern evaluation under ASC 205-40 (prior conditions/events, actions taken, assessment outcome, and risks), see Note 1 – Basis of Presentation (Going Concern).

A. Mortgage and Mezzanine Loan History

In December 2013, Justice Investors Limited Partnership (“Justice”), then a consolidated subsidiary of Portsmouth Square, Inc., obtained a $97,000,000 senior mortgage loan (fixed 5.275%) and a $20,000,000 mezzanine loan (fixed 9.75%) to fund the redemption of limited partnership interests and repay a prior $42,940,000 mortgage loan. The senior loan required interest-only payments through January 2017, then amortized on a 30-year schedule to maturity on January 1, 2024.

The mezzanine loan was secured by the membership interests of Justice Operating Company, LLC (“Operating”) held by Justice Mezzanine, LLC (“Mezzanine”) and was subordinated to the senior mortgage. In July 2019, the mezzanine loan was refinanced with CRED REIT Holdco LLC (“Mezzanine Lender”) at $20,000,000 fixed 7.25%, co-term with the senior loan (maturity January 1, 2024).

As of June 30, 2024, the outstanding mortgage loan balance was $76,962,000. As of December 31, 2024, the outstanding balance was $75,789,000.

B. Forbearance Agreements and Defaults Notices (2024-January 2025)

On April 29, 2024, the Company entered into forbearance agreements, effective through January 1, 2025, with (i) the senior mortgage lender, which required a 10% principal paydown ($8.59 million), a 1% forbearance fee ($0.86 million), and a 4% default interest accrual; and (ii) the mezzanine lender, which advanced $4.5 million toward the senior paydown, charged a 1% forbearance fee ($0.245 million), and also accrued default interest at 4%. The senior lender issued a Notice of Termination on January 3, 2025, and the mezzanine lender issued a Notice of Default on January 14, 2025.

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The prior facilities were fully retired upon refinancing on March 28, 2025 (see Section C). In connection with the March 28, 2025 refinancing and mezzanine extinguishment, the Company recognized a gain of approximately $1.416 million for the quarter ended March 31, 2025, primarily related to the mezzanine lender’s forgiveness of accrued default interest and the forbearance fee. The senior facility’s accrued default interest and forbearance fee were paid at refinancing, and the credit facility was retired.

C. Refinancing Completed March 28, 2025 (Current Facilities)

On March 28, 2025, the Company refinanced the senior mortgage and modified the mezzanine loan, fully retiring the prior facility.

●Senior Mortgage (Prime Finance): Operating entered into a $67,000,000 Mortgage Loan Agreement with Prime Finance (“Prime”). Interest is Term SOFR + 4.75% with a SOFR cap of 4.50%. The loan is interest-only through maturity; initial term to April 9, 2027, with three one-year extension options subject to satisfaction of specified financial and operational covenants. An interest-rate cap (notional equal to or greater than the outstanding principal) was purchased at inception (premium approximately $136,000). The loan is secured by the Hilton San Francisco Financial District (the “Hotel”).
●Mezzanine Loan (CRED REIT Holdco LLC): Mezzanine executed a new Mezzanine Loan Agreement for $36,300,000 at a fixed 7.25% rate, with maturity and potential extension terms matching the senior loan. The Mezzanine loan is secured by Mezzanine’s membership interest in Operating.
●Portsmouth provides a limited guaranty in connection with both facilities. The Loan Agreements include customary covenants, representations and warranties, and events of default.
●Since the March 28, 2025 closing, the Company has remained current on required debt service and continues to operate under the covenants and cash-management provisions described below.

D. Cash-Management/Lockbox and DSCR Provisions

The Loan Agreements include a lender-controlled cash-management/lockbox arrangement pursuant to which Hotel receipts are deposited into controlled accounts and disbursed in accordance with approved budgets and waterfall provisions. Distributions are subject to DSCR and other conditions specified in the Loan Agreement. These cash-management provisions remain in effect under the current facilities.

E. Maturities and Interest (Summary)

●Senior Mortgage: $67,000,000 original principal; interest Term SOFR + 4.75% (with SOFR cap 4.50%); interest-only; initial maturity April 9, 2027; three one-year extension options (subject to conditions).
●Mezzanine: $36,300,000; 7.25% fixed; co-term/co-extension with senior.
●Security: Senior – Hotel; Mezzanine – membership interest in Operating
●Guarantor: Portsmouth (limited guaranty)

F. InterGroup Real Estate Mortgages (Non-Hotel)

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Future minimum principal amortizations for all other financing transactions are as follows:

For the year ending June 30,
2026 (9 months)$930,000
2027106,663,000
20286,588,000
20291,845,000
203016,032,000
Thereafter65,400,000
Total Mortgage Notes Payable$197,458,000

NOTE 13 –ACCOUNTS PAYABLE AND OTHER LIABILITIES

The following summarizes the balances of accounts payable and other liabilities as of September 30, 2025 and June 30, 2025.

As ofSeptember 30, 2025June 30, 2025
Trade payable$2,513,000$2,742,000
Advance deposits807,000743,000
Property tax payable1,553,000563,000
Payroll and related accruals3,463,0003,038,000
Mortgage interest payable4,275,0003,568,000
Withholding and other taxes payable1,097,0001,597,000
Security deposit1,081,0001,024,000
Franchise fees367,0001,649,000
Management fees payable166,000604,000
Other432,000436,000
Total accounts payable and other liabilities$15,754,000$15,964,000

NOTE 14 –ASSETS HELD FOR SALE

As previously disclosed, on February 24, 2025, the Company executed a listing agreement to market for sale a 12-unit multifamily property located in Los Angeles County, California. The property was classified as held for sale as of June 30, 2025, after management determined that the criteria in ASC 360-10-45-9 had been met.

The property remains classified as held for sale as of September 30, 2025. There have been no material changes to the status, carrying value, or expected timing of the sale since June 30, 2025. The asset continues to be measured at its carrying amount, which does not exceed the estimated difference of the fair value less costs to sell, and no impairment has been recognized to date.

The related mortgage loan (outstanding balance of $1,849,000 at 3.59% fixed, maturing June 23, 2026) continues to be presented within mortgage notes payable and will be settled at closing of the sale.

As ofSeptember 30, 2025June 30, 2025
Cash$11,000$8,000
Restricted Cash36,00045,000
Accounts receivable5,0004,000
Investment in real estate963,000963,000
Other assets21,0009,000
Total assets held for sale$1,036,000$1,029,000

Management will continue to evaluate facts and circumstances each reporting period and will recognize any loss if the carrying value exceeds the difference of the fair value less cost to sell.

NOTE 15 –SUBSEQUENT EVENT

The Company evaluated subsequent events through the date that the accompanying condensed consolidated financial statements were issued, and determined that no events occurred during the subsequent event evaluation period that require recognition or additional disclosure in the accompanying Condensed Consolidated Financial Statements. The evaluation period extends through the date of issuance, November 12, 2025.

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