Los Angeles, CA, Nov. 17, 2025 (GLOBE NEWSWIRE) -- The InterGroup Corporation (“InterGroup” or the “Company”) reported results for the three months ended September 30, 2025. Management continues to conclude that the prior going-concern doubt at majority-owned subsidiary Portsmouth Square, Inc. was alleviated as of June 30, 2025 following its hotel refinancing, and no substantial doubt exists for at least twelve months from the issuance date of the Company’s financial statements. Fiscal Q1 2026 Highlights (v ...

Financial Performance - As of September 30, 2025, the Company reported a net loss of $535,000, an increase from a net loss of $398,000 in the same period of 2024[114] - Hotel revenues for the three months ended September 30, 2025, were $12,418,000, up 5.1% from $11,820,000 in 2024, with an operating income of $1,937,000 before interest, depreciation, and amortization[116] - Revenue from real estate operations rose to $5,495,000 in Q3 2025, compared to $5,086,000 in Q3 2024, driven by stronger multifamily occupancy[119] Operational Metrics - The average daily room rate increased to $218 in Q3 2025 from $210 in Q3 2024, while occupancy decreased to 95% from 96%[118] - The Company recorded a net gain on marketable securities of $136,000 for Q3 2025, compared to a net gain of $129,000 in Q3 2024[120] Cash and Securities - The Company had cash and cash equivalents of $5,054,000 as of September 30, 2025, slightly down from $5,092,000 at June 30, 2025[124] - Marketable securities totaled $966,000 as of September 30, 2025, compared to $969,000 at June 30, 2025[124] Debt and Interest Expenses - Total mortgage and subordinated notes payable amounts to $197,458,000 for the current year, with projections of $930,000 in 2027 and $106,663,000 in 2028[139] - Interest expenses for the current year are reported at $38,526,000, with a forecast of $8,711,000 in 2027 and $14,091,000 in 2028[139] Strategic Initiatives - The Company is actively marketing a non-core 12-unit multifamily property in Los Angeles, which could provide additional liquidity upon sale[127] - The Company continues to evaluate strategic alternatives in response to challenges in the San Francisco hospitality sector[134] Tax and Impairment Considerations - The company assesses the realizability of deferred tax assets each reporting period, with a valuation allowance recorded when it is more-likely-than-not that some or all DTAs will not be realized[144] - Cumulative pre-tax losses over the preceding three years are considered significant negative evidence for the realizability of deferred tax assets[145] - There were no indicators of impairment for hotel investments or definite-lived intangible assets for the three months ended September 30, 2025[148] - The company has not recorded any impairment losses for the three months ended September 30, 2025, and 2024, respectively[148] Compensation and Reporting - Stock-based compensation is measured based on estimated grant date fair values, using the Black Scholes option pricing model for employee stock options[149] - Management views the impact of inflation on the company's income as not material for the last two fiscal years, as hotel room rates can be adjusted accordingly[140] - The company is classified as a "smaller reporting company" and is not required to provide certain market risk disclosures[150]

Core Points - Integral Metals Corp. has increased its non-brokered flow-through private placement offering from gross proceeds of up to C$1,000,000 to C$1,500,000 [1] - Each flow-through unit is priced at C$0.95 and consists of one flow-through common share and one common share purchase warrant, with the warrant allowing the purchase of a common share at C$1.00 for 24 months [1] - The proceeds from the sale of the flow-through shares are intended for Canadian exploration expenses, which will be renounced to the initial purchasers [2] - The offering is subject to a statutory hold period of four months and one day and is expected to close around November 15, 2025, pending regulatory approvals [3] Company Overview - Integral Metals Corp. is engaged in mineral exploration for critical minerals such as gallium, germanium, and rare earth elements, aiming to develop a domestic supply chain for these minerals [5] - The company holds properties in mining-friendly jurisdictions in Canada and the USA, including the Northwest Territories, Manitoba, and Montana, where it has received regulatory support for exploration efforts [5]

Company Overview - InterGroup (INTG) is a small-cap hotel operator and real estate owner, currently ranked 68th in the Top 100 Stocks to Buy, despite moving down 28 spots [2] - The company has a market cap of $83 million and is the successor to the Mutual Real Estate Investment Trust, a REIT that went public nearly 60 years ago [3] Financial Performance - For the 12 months ended June 30, 2025, InterGroup reported revenues of $46.4 million, which is a 10.7% increase from $41.9 million the previous year [7] - Operating profit rose by 51.9% to $8.7 million from $5.7 million in 2024 [7] - The average occupancy rate in fiscal 2025 was 92%, a 10 percentage point increase compared to fiscal 2024 [7] - Revenue per available room (RevPAR) was $200, reflecting a 13% increase from the previous year [7] Asset Composition - The company holds a 75.9% controlling interest in Portsmouth Square (PRSI), which owns and operates the Hilton San Francisco Financial District hotel and a five-level underground parking garage [5] - Portsmouth Square was established in July 1967 to acquire the hotel, which has undergone various management changes and renovations since its inception [6] Market Sentiment - The Barchart Technical Opinion rates InterGroup as a Strong Buy, indicating a 100% likelihood of continued upward movement in the near term [3] - Despite the positive momentum, there are underlying factors that have limited the company's growth potential [3][4]

Core Insights - The InterGroup Corporation reported improved financial results for the fiscal year ended June 30, 2025, with significant gains in hotel and real estate segment income, increased liquidity, and alleviation of going-concern uncertainty at Portsmouth Square, Inc. [1][5] FY2025 Highlights - Consolidated EBITDA increased by 131.7% year over year to $13.2 million, driven by stronger hotel performance and higher real estate segment income [5][7] - The company achieved a net loss of $7.5 million, a 39.9% decrease from the previous year's loss of $12.6 million [6] - The hotel operations segment income rose by 51.9% to $8.7 million, while real estate operations segment income increased by 31.9% to $8.5 million [6] Operating Detail - Hotel occupancy reached 92%, up from 82% in FY2024, with an average daily rate (ADR) of $218 and revenue per available room (RevPAR) of $200, reflecting a 13.0% increase [6] - The comprehensive renovation of the hotel was completed in June 2024, contributing to full room availability throughout FY2025 [6] - Liquidity improved significantly, with cash and equivalents at $15.2 million, a 74.8% increase from $8.7 million in FY2024 [6] Segment Performance - Hotel Operations: Segment income of $8.7 million, with revenues of $46.4 million and operating expenses of $37.6 million [6] - Real Estate Operations: Segment income of $8.5 million, focusing on property operations and capital expenditures to support long-term value [6] - Investing Transactions: Segment loss of $2.5 million, reflecting market volatility and portfolio concentration [6] Additional Notes - The company regained compliance with Nasdaq listing requirements [6] - Portsmouth Square, Inc. alleviated going-concern uncertainty following refinancing and improved operations [6]

Ownership and Structure - As of June 30, 2025, InterGroup owns approximately 75.9% of the outstanding common shares of Portsmouth[23] - The concentrated ownership by the CEO, holding 70.1% of shares, limits other shareholders' influence on corporate affairs[97] - The Company owns approximately 75.9% of the common shares of Portsmouth Square, Inc., which operates the Hilton San Francisco Financial District[174] Financial Performance - For the fiscal year ended June 30, 2025, the Company reported a net loss of $7,547,000, an improvement from a net loss of $12,556,000 for the previous year[178] - Income from operations increased to $7,643,000 in fiscal 2025, up from $1,454,000 in fiscal 2024[178] - Hotel revenues for the year ended June 30, 2025, totaled $46,363,000, compared to $41,886,000 in fiscal 2024, reflecting an increase in hotel room revenues[181] - The Company experienced a loss of $4,166,000 from hotel operations in fiscal 2025, reduced from a loss of $7,154,000 in fiscal 2024[179] - The Company's revenues increased by 10% year over year, with an average daily rate increase of $1, average occupancy up by 10%, and RevPAR rising by $23 for the twelve months ended June 30, 2025, compared to the previous year[185] - Real estate operations revenues rose to $18,015,000 in fiscal 2025 from $16,254,000 in fiscal 2024, driven by higher occupancy and increased rental rates[186] Debt and Financing - The Company has substantial debt obligations, which may limit operational flexibility and increase vulnerability to economic downturns[74] - The Company secured a modified Mezzanine Loan Agreement for $36,300,000 at a fixed rate of 7.25% per annum, with matching maturity and extension terms to the senior loan[117] - The Company had an outstanding balance of $38,108,000 on its related-party revolving credit facility as of June 30, 2025, with no principal repayments made[202] - The related-party revolving credit facility with InterGroup was amended to increase capacity to $40 million and reduce the interest rate to 9%[218] - Portsmouth's refinancing on March 28, 2025, improved its maturity profile and liquidity, remaining current on required debt service[218] Operational Performance - The Hotel's operation has been seasonal, generally maintaining high occupancy and room rates throughout the year except for the holiday season[46] - The Hotel achieved a RevPAR of $214.66, significantly higher than the CompSet's RevPAR of $172.84, marking a 23% increase since the renovation completed in June 2024, while the CompSet experienced an 8.3% decline[49] - The average occupancy percentage for the year ended June 30, 2025, was 92%, compared to 82% for the year ended June 30, 2024[184] - The Hotel has completed a full guest room renovation over the last two years, expecting to drive rate and grow RevPar[47] - The Hotel received a Quality Assurance inspection score of 96.7%, the highest in at least a decade, earning an "Outstanding" ranking from Hilton[48] Risks and Challenges - The Company faces significant operating risks, including competition, inflationary pressures, and potential economic downturns that could adversely affect performance[57] - The Hotel's reliance on the San Francisco market exposes it to risks from local economic trends and public health events, which could materially impact consolidated results[66] - Future changes in environmental laws or undiscovered contamination could result in significant costs or liabilities for the Company[55] - Cybersecurity risks could disrupt operations and adversely affect the company's financial condition and reputation[94] - Ongoing litigation and legal proceedings could expose the company to significant liabilities, negatively impacting financial results[81] Expenses and Costs - Total operating expenses increased by $1,492,000 due to higher union salaries, marketing fees, credit card fees, and commissions[182] - The Company recorded a reduction in Hotel operating expenses of $1,030,134 for the year ended June 30, 2025, due to waived incentive fees[33] - Insurance premiums have significantly increased, impacting operating expenses and potentially affecting financial condition if adequate coverage is not obtained[77] - Future increases in real estate taxes, utility costs, and operating expenses could adversely affect cash flow and financial performance[78] - The company faces high fixed costs, including property taxes and insurance, which may not be adjusted timely in response to revenue reductions[76] Liquidity and Cash Management - As of June 30, 2025, the Company had total cash, cash equivalents, and restricted cash of $15,195,000, up from $8,694,000 as of June 30, 2024[194] - The company expects existing liquidity sources to meet parent-level cash requirements for at least the next 12 months[211] - Management believes current liquidity sources will support near-term working capital needs despite potential pressures on hotel performance indicators[212] - The company has taken proactive steps to stabilize its liquidity profile amid uncertainties in interest rates and operating costs[212] - Cash management agreements restrict upstream distributions from the Hotel until certain conditions are met[209] Strategic Initiatives - The Company initiated a plan to dispose of a non-core 12-unit multifamily property in Los Angeles, which is expected to provide additional liquidity[197] - The company continues to evaluate strategic alternatives in response to challenges in the San Francisco hospitality sector[215] - The Company plans to fund obligations primarily from real estate operating cash flows and property-level refinancings[213] Market and Investment - The Company may derive income from investments in income-producing instruments, corporate debt, and equity securities[39] - The investment portfolio as of June 30, 2025, was concentrated, with one investment (American Realty Investors, Inc.) accounting for approximately 99% of the total equity value[191] - The Company reported a net loss on marketable securities of $1,347,000 for the year ended June 30, 2025, compared to a net loss of $485,000 in the prior year[187] - The Company may utilize margin for its marketable securities purchases, with margin balances of $0 for both June 30, 2025 and 2024[43] - Nonmarketable securities may require longer holding periods and could result in substantial losses if cash is needed on short notice[80] Regulatory and Compliance - The hotel industry is heavily regulated, and failure to comply with regulations could adversely affect operations and financial performance[88] - The Company regained compliance with Nasdaq Listing Rule 5550(b)(2) by demonstrating a market value of listed securities above $35 million for 11 consecutive business days[164] - The Company's financial statements do not reflect market values of real estate, potentially leading to discrepancies in reported asset values[98]

Core Points - The InterGroup Corporation has regained compliance with Nasdaq Listing Rule 5550(b)(2), confirming its market value of listed securities is above $35 million [1][2][3] - Nasdaq notified the Company in November 2024 regarding non-compliance, but as of September 15, 2025, the Company demonstrated compliance for 11 consecutive business days [2] - The Company's common stock will continue to be listed on The Nasdaq Capital Market under the ticker symbol "INTG" [3] Company Overview - The InterGroup Corporation is a Delaware corporation established in 1985, focusing on real estate investment, including ownership and operation of apartment buildings, a hotel, and other income-producing properties, as well as securities and other investments [4]

Core Points - Integral Metals Corp. plans to conduct a non-brokered private placement offering of units at a price of C$0.51 per unit, aiming for gross proceeds of up to C$2,000,000 [1][2] - Each unit consists of one common share and one share purchase warrant, with the warrant allowing the purchase of one share at C$0.65 for 24 months [1] - The net proceeds will be used for exploration activities on mineral projects and for working capital [2] Company Overview - Integral Metals Corp. is engaged in mineral exploration for critical minerals such as gallium, germanium, and rare earth elements [4] - The company holds properties in Canada and the USA, including the Northwest Territories, Manitoba, and Montana, with regulatory support for exploration [4] Offering Details - The offering is subject to regulatory approvals and is expected to close around September 15, 2025 [2] - All securities issued will have a hold period of four months and one day [2]

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)