Los Angeles, CA, Sept. 18, 2025 (GLOBE NEWSWIRE) -- The InterGroup Corporation (NASDAQ: INTG) (the “Company”) today announced that it has received a letter from The Nasdaq Stock Market, LLC (“Nasdaq”) confirming that it has regained compliance with Nasdaq Listing Rule 5550(b)(2) (the “Market Value of Listed Securities Rule”). As previously disclosed, Nasdaq had notified the Company in November 2024 that it was not in compliance with the Market Value of Listed Securities Rule, which requires listed companies ...

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES ABOUT INTEGRAL METALS CORP. Integral is an exploration stage company, engaged in the business of mineral exploration for critical minerals, including gallium, germanium, and rare earth elements, with the goal of contributing to the development of a domestic supply chain for these minerals. Integral holds properties in mining-friendly jurisdictions in Canada and the United States of America, including the North ...

Core Viewpoint - Integral Metals Corp. has successfully completed its Phase 2 high-resolution soil sampling program at the KAP Project, enhancing drill targeting for its 2025 exploration campaign [1][3]. Group 1: Exploration Program Details - The Phase 2 soil sampling program involved a 30-meter by 30-meter grid across the Main Zone, with samples collected from 2,021 unique sites, totaling 2,163 samples prepared for laboratory submission [2]. - Quality control measures included the insertion of certified reference materials at a ratio of 1 in 20 and field duplicates at a rate of 1 in 50 [2]. - The sampling grid was designed to systematically test the area surrounding the Main Zone, integrating results from previous fieldwork and known gravity anomalies [3]. Group 2: Company Objectives and Future Plans - The KAP Project is prospective for MVT-style lead-zinc mineralization enriched with gallium and germanium, which remains a core priority for the company in 2025 [3]. - The completion of the high-resolution program is considered a key milestone for the company's exploration season, expected to significantly improve geochemical targeting and drill planning [3]. Group 3: Company Background - Integral Metals Corp. is engaged in mineral exploration for critical minerals, including gallium, germanium, and rare earth elements, aiming to contribute to the development of a domestic supply chain for these minerals [7]. - The company holds properties in mining-friendly jurisdictions in Canada and the United States, including the Northwest Territories, Manitoba, and Montana [7].

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and internal controls assessment for the nine months ended March 31, 2025 [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements and notes, detailing financial position, performance, cash flows, and the company's liquidity and going concern assessment [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets were **$103.2 million**, total liabilities **$215.3 million**, and shareholders' deficit **$112.1 million**, reflecting a decline in assets and increased deficit Condensed Consolidated Balance Sheet Highlights | Account | March 31, 2025 (Unaudited) Value ($ million) | June 30, 2024 Value ($ million) | | :--- | :--- | :--- | | **Total Assets** | **$103.2** | **$107.8** | | Investment in Hotel, net | $39.1 | $40.9 | | Investment in real estate, net | $46.6 | $47.5 | | Investment in marketable securities | $0.75 | $7.45 | | Cash and cash equivalents | $4.0 | $4.3 | | Restricted cash | $9.4 | $4.4 | | **Total Liabilities** | **$215.3** | **$214.3** | | Mortgage notes payable - Hotel, net | $101.2 | $100.8 | | Mortgage notes payable - real estate, net | $94.2 | $88.2 | | **Total Shareholders' Deficit** | **($112.1)** | **($106.5)** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a net loss of **$0.75 million** for Q3 2025 and **$5.3 million** for the nine-month period, showing significant improvement year-over-year due to higher revenue and a gain on debt extinguishment Three Months Ended March 31 (Unaudited) | Metric | 2025 Value ($ million) | 2024 Value ($ million) | | :--- | :--- | :--- | | Total Revenues | $16.8 | $14.9 | | Income from Operations | $2.4 | $0.7 | | Gain (loss) on extinguishment of debt | $1.4 | ($0.45) | | Net Loss | ($0.75) | ($3.9) | | Net Loss Attributable to InterGroup | ($0.58) | ($3.2) | | Basic & Diluted EPS ($) | ($0.27) | ($1.44) | Nine Months Ended March 31 (Unaudited) | Metric | 2025 Value ($ million) | 2024 Value ($ million) | | :--- | :--- | :--- | | Total Revenues | $48.2 | $44.7 | | Income from Operations | $6.3 | $1.0 | | Net Loss | ($5.3) | ($7.6) | | Net Loss Attributable to InterGroup | ($3.7) | ($5.9) | | Basic & Diluted EPS ($) | ($1.71) | ($2.70) | [Condensed Consolidated Statements of Shareholders' Deficit](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Deficit) Total shareholders' deficit increased from **$106.5 million** to **$112.1 million** due to the cumulative net loss and treasury stock purchases, partially offset by stock options expense - The total shareholders' deficit grew from **($106.5 million)** at the beginning of the fiscal year to **($112.1 million)** at March 31, 2025[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities was **$1.7 million**, investing activities used **$2.2 million**, and financing activities provided **$5.2 million**, resulting in a **$4.7 million** increase in cash and equivalents Cash Flow Summary for Nine Months Ended March 31 (Unaudited) | Cash Flow Activity | 2025 Value ($ million) | 2024 Value ($ million) | | :--- | :--- | :--- | | Net Cash from Operating Activities | $1.7 | $1.8 | | Net Cash Used in Investing Activities | ($2.2) | ($4.6) | | Net Cash from Financing Activities | $5.2 | $1.9 | | **Net Increase (Decrease) in Cash** | **$4.7** | **($0.9)** | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the successful debt refinancing, ongoing substantial doubt about going concern due to market challenges, reliance on a related-party credit facility, and segment performance including losses from hotel and investment operations - On March 28, 2025, Portsmouth successfully refinanced its maturing debt, securing a new **$67.0 million** senior mortgage loan and a modified **$36.3 million** mezzanine loan, addressing prior default notices[38](index=38&type=chunk)[94](index=94&type=chunk)[101](index=101&type=chunk) - Despite the refinancing, management concluded that substantial doubt exists about Portsmouth's ability to continue as a going concern due to challenging market conditions, high interest rates, and future refinancing risks[41](index=41&type=chunk)[50](index=50&type=chunk) - The company relies on a related-party loan facility from its parent, InterGroup, with capacity increased to **$40 million** and maturity extended to July 2027, with **$38.1 million** outstanding as of March 31, 2025[83](index=83&type=chunk)[45](index=45&type=chunk) Segment Results for Nine Months Ended March 31, 2025 | Segment | Revenues ($ million) | Net (Loss) Income ($ million) | | :--- | :--- | :--- | | Hotel Operations | $34.0 | ($3.0) | | Real Estate Operations | $14.2 | $2.8 | | Investment Transactions | - | ($2.4) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, including reduced net loss, segment results, significant liquidity challenges, reliance on related-party financing, and substantial doubt about going concern, alongside critical accounting estimates [Results of Operations](index=23&type=section&id=Results%20of%20Operations) The net loss decreased to **$5.3 million** for the nine-month period, driven by a gain on debt extinguishment and increased hotel revenues, with improved hotel occupancy offsetting a slight ADR decline Hotel Performance Metrics vs. Prior Year | Period | Metric | 2025 Value ($) | 2024 Value ($) | Change | | :--- | :--- | :--- | :--- | :--- | | **3 Months** | RevPAR | $215 | $182 | +$33 | | | ADR | $241 | $232 | +$9 | | | Occupancy (%) | 89% | 78% | +11% | | **9 Months** | RevPAR | $194 | $180 | +$14 | | | ADR | $213 | $219 | -$6 | | | Occupancy (%) | 91% | 82% | +9% | - The decrease in the company's net loss for the nine-month period was primarily attributable to a gain on debt extinguishment related to the hotel's refinancing and increased room revenues[115](index=115&type=chunk) [Marketable Securities](index=27&type=section&id=Marketable%20Securities) The marketable securities portfolio dramatically decreased from **$7.45 million** to **$0.75 million**, becoming highly concentrated in one stock and resulting in a **$2.4 million** net loss from investment transactions - The fair value of the investment portfolio decreased from **$7.45 million** at June 30, 2024, to **$0.75 million** at March 31, 2025[125](index=125&type=chunk) - As of March 31, 2025, the portfolio was highly concentrated, with one investment in American Realty Investors, Inc. accounting for approximately **99%** of the total equity value[125](index=125&type=chunk) [Financial Condition, Liquidity, and Going Concern](index=28&type=section&id=Financial%20Condition%2C%20Liquidity%2C%20and%20Going%20Concern) Liquidity is supported by cash and a **$40 million** related-party credit facility, but substantial doubt about going concern remains for Portsmouth due to adverse market conditions and future refinancing risks despite recent debt refinancing - Portsmouth relies on a related-party revolving credit facility from InterGroup, with capacity increased to **$40 million** and maturity extended to July 31, 2027, to support hotel operations[130](index=130&type=chunk)[132](index=132&type=chunk) - Management concluded that substantial doubt exists about Portsmouth's ability to continue as a going concern for the next twelve months, citing adverse macroeconomic conditions, suppressed business travel in San Francisco, and future refinancing risks[141](index=141&type=chunk)[143](index=143&type=chunk) [Critical Accounting Policies and Use of Estimates](index=31&type=section&id=Critical%20Accounting%20Policies%20and%20Use%20of%20Estimates) Critical accounting policies involve significant judgment for deferred tax assets, hotel asset impairment, and stock-based compensation, with no material changes or impairment losses recorded during the nine-month period - Critical accounting policies involve significant judgment regarding deferred tax asset valuation, impairment of hotel assets, and stock-based compensation[149](index=149&type=chunk) - No impairment losses were recorded on hotel investments or intangible assets during the nine months ended March 31, 2025 and 2024[153](index=153&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is exempt from providing disclosures about market risk[155](index=155&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting related to stock-based compensation accounting - Management concluded that disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting related to the accounting for stock-based compensation[156](index=156&type=chunk) [PART II – OTHER INFORMATION](index=33&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section includes disclosures on legal proceedings, risk factors, unregistered equity sales, defaults, mine safety, other information, and required exhibits [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company is in a dispute with the City of San Francisco regarding the required removal of a pedestrian bridge connected to its hotel, disputing the obligation and financial responsibility - The company is in a dispute with the City of San Francisco, which has directed the company to remove a pedestrian bridge connected to its hotel at the company's own expense[159](index=159&type=chunk) The company disputes this obligation and is in ongoing discussions[159](index=159&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant delisting risk from Nasdaq due to failing to maintain minimum market value and negative stockholders' equity, potentially impacting liquidity and financing - The company received a deficiency letter from Nasdaq for failing to maintain the minimum Market Value of Listed Securities and faces a likely delisting, which could lead to decreased stock liquidity and difficulty in obtaining financing[161](index=161&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No events were required to be reported under this item regarding unregistered sales of equity securities and use of proceeds - No events were required to be reported under this item[162](index=162&type=chunk) [Item 3. Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No events were required to be reported under this item regarding defaults upon senior securities - No events were required to be reported under this item[163](index=163&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No events were required to be reported under this item regarding mine safety disclosures - No events were required to be reported under this item[164](index=164&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) No events were required to be reported under this item regarding other information - No events were required to be reported under this item[165](index=165&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including required CEO and CFO certifications and Inline XBRL data files - The exhibits include required CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL interactive data files[168](index=168&type=chunk)

Core Viewpoint - The InterGroup Corporation has successfully refinanced its subsidiary's flagship asset, the Hilton San Francisco Financial District Hotel, enhancing financial flexibility and stability for its hospitality assets [1][4]. Group 1: Refinancing Details - Justice Operating Company, a wholly owned subsidiary of Portsmouth Square, secured a $67 million mortgage loan with an interest rate of SOFR plus 4.80%, with an interest rate cap limiting SOFR exposure to 4.50% [2]. - Justice Mezzanine Company modified its existing mezzanine loan, obtaining $36.3 million at a fixed interest rate of 7.25% per annum, with both loans maturing in two years and options to extend for three additional one-year periods [3]. Group 2: Strategic Implications - The refinancing reflects InterGroup's commitment to strategic financial management, enhancing operational flexibility and financial stability across its companies, positioning them for growth and long-term value creation [4].

```markdown PART I – FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements.) The company reported increased net losses for the three and six months ended December 31, 2024, facing a significant 'Going Concern' issue due to over **$100 million** in matured loans, which are actively being refinanced [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly increased to **$110.6 million** as of December 31, 2024, while total liabilities grew to **$221.9 million**, leading to an expanded shareholders' deficit of **$111.3 million** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | Dec 31, 2024 ($ thousands) | Jun 30, 2024 ($ thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | 10,420 | 4,333 | | Investment in Hotel, net | 39,684 | 40,901 | | Investment in real estate, net | 46,957 | 47,542 | | Investment in marketable securities | 5,657 | 7,454 | | **Total assets** | **110,594** | **107,811** | | **Liabilities** | | | | Mortgage notes payable - Hotel, net | 100,289 | 100,783 | | Mortgage notes payable - real estate, net | 94,426 | 88,173 | | **Total liabilities** | **221,929** | **214,278** | | **Total shareholders' deficit** | **(111,335)** | **(106,467)** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended December 31, 2024, the company reported a **$3.7 million** net loss, widening to **$4.5 million** for the six-month period, primarily due to higher mortgage interest expense Three-Month Operating Results (Unaudited) | Metric | Q2 2025 (ended Dec 31, 2024) | Q2 2024 (ended Dec 31, 2023) | | :--- | :--- | :--- | | Total Revenues | $14,441,000 | $14,321,000 | | Income (loss) from operations | $853,000 | $(1,346,000) | | Interest expense - mortgages | $(3,530,000) | $(2,210,000) | | Net loss | $(3,697,000) | $(2,151,000) | | Net loss per share (Basic & Diluted) | $(1.26) | $(0.69) | Six-Month Operating Results (Unaudited) | Metric | Six Months ended Dec 31, 2024 | Six Months ended Dec 31, 2023 | | :--- | :--- | :--- | | Total Revenues | $31,347,000 | $29,831,000 | | Income from operations | $3,982,000 | $250,000 | | Interest expense - mortgages | $(7,044,000) | $(4,461,000) | | Net loss | $(4,549,000) | $(3,773,000) | | Net loss per share (Basic & Diluted) | $(1.44) | $(1.26) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly improved to **$2.6 million** for the six months ended December 31, 2024, with a **$5.7 million** net increase in cash driven by financing activities Six-Month Cash Flow Summary (Unaudited) | Cash Flow Activity | Six Months ended Dec 31, 2024 | Six Months ended Dec 31, 2023 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $2,579,000 | $(80,000) | | Net cash used in investing activities | $(1,515,000) | $(3,440,000) | | Net cash provided by financing activities | $4,628,000 | $2,953,000 | | Net increase (decrease) in cash | $5,692,000 | $(567,000) | | Cash, cash equivalents and restricted cash at end of period | $14,386,000 | $12,307,000 | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes highlight a substantial 'Going Concern' risk due to **$100.3 million** in defaulted Hotel loans, for which the company is actively pursuing refinancing, with a non-binding term sheet executed post-quarter end - The company's primary business segments are **Hotel Operations**, **Real Estate Operations**, and **Investment Transactions**[76](index=76&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern due to the maturity and default of senior mortgage and mezzanine loans totaling **$100.3 million** on its Hotel property as of December 31, 2024[35](index=35&type=chunk)[36](index=36&type=chunk) - Following the expiration of forbearance agreements, the company received a **Notice of Termination** from its senior lender and a **Notice of Default** from its mezzanine lender in January 2025[37](index=37&type=chunk) - Subsequent to the quarter end, on January 21, 2025, the company executed a **non-binding term sheet** to refinance the defaulted senior and mezzanine loans, with an expected closing by **March 2025**[38](index=38&type=chunk)[88](index=88&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management attributes increased net losses to higher mortgage interest, with flat Hotel RevPAR and improved real estate operations, while reiterating confidence in refinancing the defaulted Hotel debt despite 'Going Concern' uncertainty [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Increased net losses for both periods were primarily due to higher mortgage interest, with Hotel RevPAR flat for the quarter and real estate operations showing improved revenue - The increased net loss for both the three and six-month periods is primarily attributed to a significant rise in mortgage interest expense, which includes a **4% default additional interest rate**[98](index=98&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) Hotel Performance Metrics (Three Months ended Dec 31) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Average Daily Rate (ADR) | $190 | $207 | -8.2% | | Average Occupancy % | 88% | 81% | +7 p.p. | | RevPAR | $168 | $168 | 0.0% | Hotel Performance Metrics (Six Months ended Dec 31) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Average Daily Rate (ADR) | $200 | $212 | -5.7% | | Average Occupancy % | 92% | 84% | +8 p.p. | | RevPAR | $184 | $180 | +2.2% | - Real estate operations revenue increased for both the three and six-month periods due to **decreased vacancy** at its Missouri property, which is undergoing renovation and rebranding[102](index=102&type=chunk)[111](index=111&type=chunk) [Marketable Securities](index=27&type=section&id=Marketable%20Securities) The marketable securities portfolio decreased to **$5.7 million**, with a significant shift in composition towards REITs and real estate companies and a net loss from investment transactions Marketable Securities Portfolio Composition | Industry Group | Fair Value (Dec 31, 2024) | % of Total | Fair Value (Jun 30, 2024) | % of Total | | :--- | :--- | :--- | :--- | :--- | | REITs and real estate companies | $2,903,000 | 51% | $3,358,000 | 45% | | Communication services | $97,000 | 2% | $1,994,000 | 27% | | Healthcare | $956,000 | 17% | $179,000 | 2% | | T-Notes | - | 0% | $933,000 | 13% | | **Total** | **$5,657,000** | **100%** | **$7,454,000** | **100%** | - As of December 31, 2024, the largest single security position was American Realty Investors, Inc. (ARL), representing **33% of the portfolio**[114](index=114&type=chunk) [Financial Condition and Liquidity](index=28&type=section&id=Financial%20Condition%20and%20Liquidity) Liquidity improved with cash increasing to **$10.4 million** due to a **$9.8 million** mortgage refinancing, yet significant 'Going Concern' challenges persist from defaulted Hotel loans, which management is actively refinancing - In December 2024, the company refinanced a mortgage on its 157-unit apartment in Florence, Kentucky, for **$9.8 million** with a new 10-year interest-only loan at **5.40%**[45](index=45&type=chunk)[119](index=119&type=chunk) - The company's subsidiary, Portsmouth, has matured senior mortgage and mezzanine loans totaling over **$100 million**. After a forbearance period ended, lenders issued **default notices** in January 2025, creating **substantial doubt** about its ability to continue as a going concern[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - Management is in advanced discussions to refinance the defaulted debt and executed a **non-binding term sheet** on January 21, 2025, with the expectation of closing the new financing by **March 2025**[126](index=126&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a **smaller reporting company**, the registrant is not required to provide quantitative and qualitative disclosures about market risk[141](index=141&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures.) Disclosure controls and procedures were deemed ineffective due to a material weakness in accounting for stock-based compensation, though management believes financial statements are fairly presented - The company's disclosure controls and procedures were deemed **ineffective** as of the end of the quarter[142](index=142&type=chunk) - A **material weakness** was identified in internal control over financial reporting, specifically concerning the accounting for stock-based compensation[142](index=142&type=chunk) - No **material changes** were made to the company's internal control over financial reporting during the quarter[143](index=143&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings.) The company is in a dispute with the City of San Francisco regarding the financial responsibility for removing a pedestrian bridge connected to its Hilton Hotel, disputing the City's directive for self-funded removal - The company is in a dispute with the City of San Francisco over the financial responsibility for removing a pedestrian bridge connected to its Hilton Hotel[146](index=146&type=chunk) - The City has **revoked the bridge's permit** and directed the company to develop and pay for a removal and restoration plan[146](index=146&type=chunk) - The company is cooperating on developing a plan but **disputes its legal and financial obligation** for the removal, with discussions expected to continue through **Q1 2025**[146](index=146&type=chunk) [Item 1A. Risk Factors](index=33&type=page&id=Item%201A.Risk%20Factors.) The company is not required to provide risk factor information as it qualifies as a smaller reporting company - The company is not required to provide risk factor information as it qualifies as a **smaller reporting company**[148](index=148&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company states there have been no events required to be reported under 'Defaults Upon Senior Securities' - The company states there have been **no events** required to be reported under 'Defaults Upon Senior Securities'[151](index=151&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL data files - The filing includes **certifications** from the Principal Executive Officer and Principal Financial Officer, as well as **Inline XBRL documents**[157](index=157&type=chunk) ```

Company Overview - Integral Metals Corp. is an exploration stage company focused on mineral exploration for critical minerals such as gallium, germanium, and rare earth elements [3] - The company aims to contribute to the development of a domestic supply chain for these minerals [3] - Integral holds properties in mining-friendly jurisdictions in Canada and the USA, including the Northwest Territories and Manitoba, where it has received regulatory support for its exploration efforts [3] Marketing Engagement - Integral Metals Corp. has engaged Rumble Strip Media Inc. for marketing services for an anticipated period of 90 days starting on or about January 6, 2024 [1] - The company will pay a fee of CAD $500,000 for these services, without issuing any securities as compensation [2] - Rumble Strip will be responsible for creating content, advertisements, media planning, social media dissemination, and reporting [2] Forward-Looking Information - The press release contains forward-looking information related to the company's future plans, including efforts to raise investor awareness and focus on mineral properties [4] - The forward-looking statements are based on the company's current beliefs or assumptions regarding future events [4][5] - There is no assurance that the forward-looking information will prove accurate, as it involves known and unknown risks and uncertainties [6][7]

Financial Performance - The company reported a net loss of $3,861,000 for the three months ended March 31, 2024, compared to a net loss of $614,000 for the same period in 2023, primarily due to a net loss in marketable securities of $811,000 and repayment of an SBA loan of $453,000[100]. - For the nine months ended March 31, 2024, the company reported a net loss of $7,634,000, compared to a net income of $752,000 for the same period in 2023, primarily due to decreased room revenues and increased operating expenses[107]. - Hotel revenues for the nine months ended March 31, 2024, totaled $32,076,000, a decrease from $32,632,000 in the same period in 2023, with room revenues decreasing by $1,038,000[108]. Hotel Operations - Hotel operations generated a net loss of $1,958,000 for the three months ended March 31, 2024, compared to a net loss of $260,000 for the same period in 2023, attributed to increased mortgage interest expense and operating expenses[101]. - Total hotel revenues for the three months ended March 31, 2024, were $10,758,000, a 3% increase from $10,430,000 in the same period in 2023, with room revenues increasing by $50,000 and food and beverage revenues increasing by $180,000[102][103]. - The average daily room rate for the hotel decreased by $2 to $232, while the average occupancy remained at 78%, resulting in a RevPAR decrease of $1 to $182 for the three months ended March 31, 2024[104]. Real Estate Operations - Revenue from real estate operations increased to $4,125,000 for the three months ended March 31, 2024, from $3,932,000 in the same period in 2023, primarily due to decreased vacancy at a Missouri property undergoing renovation[105]. - Revenue from real estate operations for the nine months ended March 31, 2024, increased to $12,638,000 from $11,991,000 in the same period in 2023, while operating expenses increased to $7,774,000 from $7,695,000[111]. Marketable Securities - The company experienced a net loss on marketable securities of $811,000 for the three months ended March 31, 2024, compared to a net gain of $866,000 for the same period in 2023[106]. - The company had a net gain on marketable securities of $164,000 for the nine months ended March 31, 2024, compared to a net gain of $1,440,000 for the same period in 2023[112]. - The net loss on marketable securities for the three months ended March 31, 2024, was $811,000, compared to a gain of $866,000 in the same period of 2023[116]. Cash and Financial Obligations - The company had cash and cash equivalents of $7,763,000 as of March 31, 2024, an increase from $5,960,000 as of June 30, 2023[117]. - The total outstanding balance of the senior mortgage and mezzanine loans as of March 31, 2024, was $106,045,000, which was extended to January 1, 2025[123]. - The company’s total material financial obligations as of March 31, 2024, amounted to $225,018,000, including $195,370,000 in mortgage and subordinated notes payable[130]. Renovations and Future Expectations - The company completed renovations on approximately 402 guestrooms as of March 31, 2024, with plans to finish by mid-June 2024, anticipating increased occupancy and average daily rates[126]. - The company anticipates that total revenues will increase following the completion of renovations, despite having approximately 75 guest rooms out of service since November 2022[126]. Tax and Impairment Considerations - The income tax benefit for the three months ended March 31, 2024, and 2023 is primarily due to Portsmouth's pretax loss, which includes net losses from the Hotel and InterGroup[135]. - The company assesses the realizability of deferred tax assets quarterly, recognizing a valuation allowance when it is more likely than not that some or all deferred tax assets are not realizable[136]. - There were no indicators of impairment on hotel investments or intangible assets, resulting in no impairment losses recorded during the nine months ended March 31, 2024, and 2023[137]. Market Risk and Reporting - The company is not required to provide detailed market risk disclosures as it qualifies as a smaller reporting company[138].

PART I – FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The unaudited condensed consolidated financial statements for December 31, 2023, reflect a net loss and a going concern issue [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of December 31, 2023, total assets increased to $124.2 million, while liabilities and shareholders' deficit also grew Condensed Consolidated Balance Sheets (in millions) | Account | Dec 31, 2023 (unaudited) | June 30, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$124.2** | **$122.4** | | Investment in Hotel, net | $40.5 | $40.3 | | Investment in real estate, net | $48.2 | $48.1 | | Investment in marketable securities | $19.4 | $18.3 | | Cash and cash equivalents | $9.4 | $6.0 | | **Total Liabilities** | **$221.6** | **$217.0** | | Mortgage notes payable - Hotel, net | $106.5 | $107.1 | | Mortgage notes payable - real estate, net | $88.7 | $84.8 | | **Total Shareholders' Deficit** | **($97.4)** | **($94.6)** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three and six months ended December 31, 2023, the company reported net losses, reversing prior year's net income Three Months Ended December 31 (in millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Total Revenues | $14.32 | $13.87 | | (Loss) Income from Operations | ($1.35) | $0.20 | | Net (Loss) Income | ($2.15) | $1.57 | | Net (Loss) Income Attributable to InterGroup | ($1.53) | $1.89 | | Diluted EPS | ($0.69) | $0.77 | Six Months Ended December 31 (in millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Total Revenues | $29.83 | $30.26 | | Income from Operations | $0.25 | $3.06 | | Net (Loss) Income | ($3.77) | $1.37 | | Net (Loss) Income Attributable to InterGroup | ($2.77) | $1.69 | | Diluted EPS | ($1.26) | $0.68 | [Condensed Consolidated Statements of Shareholders' Deficit](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Deficit) Total shareholders' deficit increased from $94.6 million to $97.4 million by December 31, 2023, primarily due to a net loss - Total shareholders' deficit grew from **$(94.6 million)** at the beginning of the period to **$(97.4 million)** at December 31, 2023[21](index=21&type=chunk) - Key changes during the six months included a net loss of **$3.77 million** (comprised of a **$1.24 million** loss in Q1 and **$1.53 million** loss in Q2 attributable to InterGroup, plus noncontrolling interest loss), stock options expense of **$1.18 million**, and treasury stock purchases totaling **$0.18 million**[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended December 31, 2023, net cash used in operating and investing activities resulted in a $0.57 million decrease in total cash Cash Flow Summary for Six Months Ended Dec 31 (in millions) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($0.08) | ($2.51) | | Net Cash Used in Investing Activities | ($3.44) | ($1.98) | | Net Cash Provided by (Used in) Financing Activities | $2.95 | ($2.96) | | **Net Decrease in Cash** | **($0.57)** | **($7.44)** | | Cash, cash equivalents and restricted cash at end of period | $12.31 | $15.91 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies and business structure, highlighting a 'Going Concern' warning due to the Hotel's matured $106.5 million mortgage loans - The company's subsidiary, Portsmouth, owns the Hilton San Francisco Financial District. As of December 31, 2023, InterGroup owns **approximately 75.7%** of Portsmouth[28](index=28&type=chunk) - A '**Going Concern**' issue is raised due to the Hotel's senior mortgage and mezzanine loans (**$106.5 million** total) maturing on **January 1, 2024**. The uncertainty of refinancing raises substantial doubt about the Hotel's ability to continue as a going concern[36](index=36&type=chunk)[37](index=37&type=chunk) - Subsequent to the quarter end, on **January 4, 2024**, the Hotel's senior loan special servicer issued a notice of default[38](index=38&type=chunk)[86](index=86&type=chunk) Hotel Revenue Breakdown - Six Months Ended Dec 31 (in millions) | Revenue Stream | 2023 | 2022 | | :--- | :--- | :--- | | Hotel rooms | $17.96 | $19.05 | | Food and beverage | $1.60 | $1.16 | | Garage | $1.53 | $1.54 | | Other operating departments | $0.22 | $0.45 | | **Total hotel revenue** | **$21.32** | **$22.20** | Segment Performance - Six Months Ended Dec 31, 2023 (in millions) | Segment | Revenues | Net (Loss) Income | | :--- | :--- | :--- | | Hotel Operations | $21.32 | ($2.28) | | Real Estate Operations | $8.51 | $0.72 | | Investment Transactions | - | $0.54 | | Corporate & Other | - | ($2.75) | | **Total** | **$29.83** | **($3.77)** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management attributes the net loss to decreased hotel revenues and increased operating expenses, with a 'Going Concern' issue due to matured hotel mortgage debt [Results of Operations](index=23&type=section&id=Results%20of%20Operations) For the six months ended Dec 31, 2023, the company's net loss of $3.77 million was primarily due to a decline in Hotel operations - The shift from net income in 2022 to a net loss in 2023 is primarily attributed to a decrease in Hotel revenue, an increase in hotel operating expenses, and a one-time gain on insurance recovery of **$2.69 million** in the 2022 period that did not recur[95](index=95&type=chunk)[100](index=100&type=chunk) Hotel Performance Metrics (Three Months Ended Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Average Daily Rate | $207 | $199 | | Average Occupancy % | 81% | 82% | | RevPAR | $168 | $164 | Hotel Performance Metrics (Six Months Ended Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Average Daily Rate | $212 | $215 | | Average Occupancy % | 84% | 88% | | RevPAR | $180 | $190 | [Marketable Securities](index=26&type=section&id=Marketable%20Securities) As of December 31, 2023, the marketable securities portfolio was valued at $19.4 million, diversified across 99 equity positions - As of December 31, 2023, the investment portfolio held **99 different equity positions**. The largest position was American Realty Investors, Inc. (ARL), representing **14%** of the portfolio's fair value[109](index=109&type=chunk) Marketable Securities Portfolio by Industry (Dec 31, 2023) (in millions) | Industry Group | Fair Value | % of Total | | :--- | :--- | :--- | | REITs and real estate companies | $5.28 | 27% | | Communication services | $2.59 | 13% | | Financial services | $2.09 | 11% | | Technology | $1.68 | 9% | | Other | $7.13 | 40% | | **Total** | **$19.36** | **100%** | [Financial Condition and Liquidity](index=27&type=section&id=Financial%20Condition%20and%20Liquidity) The company's liquidity is supported by cash and marketable securities, but challenged by matured hotel mortgage debt, leading to a 'Going Concern' qualification - In July 2023, an unsecured loan from InterGroup to its subsidiary Portsmouth was extended to July 2025, and the available borrowing amount was increased from **$16 million** to **$20 million** to fund hotel operations[113](index=113&type=chunk) - In December 2023, the Company obtained a **new $4.57 million** second mortgage on its 358-unit apartment in Texas, with a **7.60% interest rate**, maturing in **November 2031**[114](index=114&type=chunk) - A substantial doubt about the Hotel's ability to continue as a **going concern** exists due to the **January 1, 2024** maturity of its senior mortgage and mezzanine loans and recurring losses. A notice of default was issued on **January 4, 2024**[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) - The company is continuing a guestroom renovation at the Hotel, with completion anticipated by **May 2024**, to remain competitive and increase average daily rates[120](index=120&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company is a smaller reporting company and is therefore not required to provide the information for this item - As a smaller reporting company, the registrant is not required to provide information for this item[132](index=132&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were **not effective** due to a **material weakness** in internal control over financial reporting[133](index=133&type=chunk) - The **material weakness** relates to the control around the interpretation and accounting for the deferred tax asset valuation allowance and stock-based compensation[133](index=133&type=chunk) - To remediate a previously identified **material weakness** related to the deferred tax asset valuation allowance, the company has hired a new tax provision firm to perform detailed analysis[134](index=134&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings.) The company's subsidiary is in a dispute with the City of San Francisco over the required removal of a pedestrian bridge connected to its Hilton Hotel - The company is in a dispute with the City of San Francisco over the required removal of an ornamental pedestrian bridge connected to its Hilton Hotel[136](index=136&type=chunk) - The City has purported to revoke the bridge's permit and directed the company's subsidiary, Justice, to submit and pay for a removal plan. Justice disputes the legality of this action and its financial obligation for the removal[136](index=136&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors.) As a smaller reporting company, the company is not required to provide the information for this item - As a smaller reporting company, the registrant is not required to provide information for this item[138](index=138&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) There were no events required to be reported under this item - There have been no events that are required to be reported under this Item[139](index=139&type=chunk) [Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) There were no events required to be reported under this item - There have been no events that are required to be reported under this Item[140](index=140&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) There were no events required to be reported under this item - There have been no events that are required to be reported under this Item[141](index=141&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information.) There were no events required to be reported under this item - There have been no events that are required to be reported under this Item[143](index=143&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and Inline XBRL data files - Exhibits include CEO and CFO certifications (**31.1, 31.2, 32.1, 32.2**) and Inline XBRL documents (**101 series**)[145](index=145&type=chunk)

Financial Performance - As of September 30, 2023, the Company reported a net loss of $1,622,000 compared to a net loss of $201,000 for the same period in 2022, primarily due to increased revenues at the Hotel offset by higher operating costs[90]. - Hotel revenues decreased by 9.9% to $11,093,000 for the three months ended September 30, 2023, down from $12,310,000 in the same period of 2022[91]. - The average daily room rate decreased by $12 to $218, and average occupancy dropped by 6.0% to 88% for the three months ended September 30, 2023, compared to the same period in 2022[93]. - The Company had a net loss on marketable securities of $785,000 for the three months ended September 30, 2023, compared to a net loss of $810,000 for the same period in 2022[95]. - The income tax benefit for the three months ended September 30, 2023, primarily reflects the combined income tax effect of Portsmouth's pretax loss, which includes the net loss from the Hotel[117]. Revenue Sources - Revenue from real estate operations increased to $4,417,000 for the three months ended September 30, 2023, up from $4,078,000 in the same period of 2022, primarily due to decreased vacancy at a Missouri property undergoing renovation[94]. - The Company’s total hotel revenues for the three months ended September 30, 2023, included $9,561,000 from room revenues, $627,000 from food and beverage, and $825,000 from garage operations[91]. Cash and Investments - As of September 30, 2023, the Company had cash and cash equivalents of $6,686,000, an increase from $5,960,000 as of June 30, 2023[101]. - The Company had marketable securities valued at $13,629,000 as of September 30, 2023, down from $15,328,000 as of June 30, 2023[101]. - The Company’s investment portfolio is diversified with 31 different equity positions as of September 30, 2023, with the largest security position representing 15% of the portfolio[98]. Debt and Financing - The Company has an uncollateralized $5,000,000 revolving line of credit, which was reduced to $2,000,000 in July 2022, and is fully available as of September 30, 2023[103]. - As of September 30, 2023, the Hotel has an outstanding balance of $106,896,000 in senior mortgage and mezzanine loans, maturing on January 1, 2024, with an accumulated deficit of $107,287,000[106]. - The Company is exploring refinancing options for its debt but faces uncertainty in accessing further financing, which raises substantial doubt about its ability to continue as a going concern for one year after the financial statement issuance date[107]. - Total material financial obligations as of September 30, 2023, amount to $220,477,000, including $192,143,000 in mortgage and subordinated notes payable and $25,521,000 in interest payments[112]. Renovation and Future Plans - Approximately 307 guestrooms have been renovated as of September 30, 2023, with plans to complete the full renovation by the end of March 2024, which is expected to lead to increased average daily rates and positive cash flows[108]. - The Company anticipates that rental increases from its residential rental properties will offset expected increases in property operating expenses[114]. Accounting and Compliance - There have been no material changes to the Company's critical accounting policies during the nine months ended September 30, 2023[115]. - The Company assesses the realizability of deferred tax assets quarterly, recognizing a valuation allowance when it is more likely than not that some or all of the deferred tax assets are not realizable[118]. - There were no indicators of impairment on hotel investments or intangible assets, and no impairment losses were recorded during the three months ended September 30, 2023[119]. - The Company has no off-balance sheet arrangements[110].