Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business.) The InterGroup Corporation operates primarily through three segments: hotel operations, real estate, and investment activities - The Company's business is structured around three main areas: real estate operations, hotel operations through its subsidiary, and investments in securities[21](index=21&type=chunk)[27](index=27&type=chunk)[29](index=29&type=chunk) - InterGroup owns approximately **75.7%** of Portsmouth Square, Inc., which in turn owns the Hilton San Francisco Financial District hotel[22](index=22&type=chunk) - The Hilton hotel is operated under a franchise license agreement with Hilton through January **2030** and managed by Aimbridge Hospitality under a ten-year agreement effective from February **2017**[30](index=30&type=chunk)[31](index=31&type=chunk) Hotel Performance vs. Competitors (Fiscal Year End June 30, 2023) | Metric | The Hotel (Hilton SF Financial District) | Competitive Set (CompSet) | | :--- | :--- | :--- | | **Occupancy (%)** | 83% | 64% | | **Average Daily Rate (ADR) ($)** | $195 | $236 | | **Revenue Per Available Room (RevPAR) ($)** | $161 | $152 | | **RevPAR Index (%)** | 106% | N/A | [Item 1A. Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors.) The Company faces significant risks, primarily related to its concentration in the San Francisco hotel market, substantial debt, and capital-intensive operations - The company's business is heavily concentrated in a single property, the Hilton hotel in San Francisco, making it vulnerable to local economic conditions and market changes[65](index=65&type=chunk) - The company has substantial debt obligations, with specific debt agreements due in January **2024**, posing a refinancing risk on potentially unfavorable terms[73](index=73&type=chunk)[74](index=74&type=chunk) - The hotel industry is capital-intensive, and financing necessary renovations could reduce cash flow and adversely affect financial performance[69](index=69&type=chunk) - The President and CEO, John V. Winfield, holds a **68.6%** beneficial ownership, giving him significant control over the company's board and shareholder decisions, which may pose a risk to other shareholders[94](index=94&type=chunk) [Item 1B. Unresolved Staff Comments](index=16&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company reports no unresolved staff comments - There are no unresolved staff comments[95](index=95&type=chunk) [Item 2. Properties](index=16&type=section&id=Item%202.%20Properties.) The Company's property portfolio includes a San Francisco Hilton hotel with significant debt and a collection of rental properties primarily in Texas and California San Francisco Hotel Financing (as of Dec 2013 / July 2019) | Loan Type | Lender | Principal Amount ($) | Interest Rate (%) | Maturity Date | | :--- | :--- | :--- | :--- | :--- | | **Mortgage Loan** | Bank of America | $97 million | 5.275% | January 2024 | | **Mezzanine Loan** | Cred Reit Holdco LLC | $20 million | 7.25% | January 1, 2024 | - The hotel's operating company is not meeting certain loan covenants, such as the Debt Service Coverage Ratio (DSCR), which was below the required **1.10 to 1.00** threshold for the last two quarters of fiscal **2023**; however, the company has not missed any debt service payments[102](index=102&type=chunk) - The real estate portfolio includes **16** apartment complexes, **3** single-family houses, **1** commercial property, and unimproved land in Hawaii, primarily located in Texas and Los Angeles County[107](index=107&type=chunk) Occupancy Rates for Rental Properties (FY 2023) | Property Location | Economic Occupancy (%) | Physical Occupancy (%) | | :--- | :--- | :--- | | **Las Colinas, TX** | 100% | 99% | | **Morris County, NJ** | 92% | 97% | | **St. Louis, MO** | 68% | 66% | | **Florence, KY** | 80% | 92% | | **Los Angeles, CA (Average of 15 properties)** | ~92% | ~92% | [Item 3. Legal Proceedings](index=23&type=section&id=Item%203.%20Legal%20Proceedings.) The Company does not expect current legal proceedings to materially affect its financial condition or operations - Management does not expect current legal proceedings to have a material impact on the company's financial condition[135](index=135&type=chunk) [Item 4. Mine Safety Disclosures](index=23&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the Company - Not applicable[136](index=136&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=23&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The Company's common stock trades on NASDAQ, has not declared dividends, and repurchased **1,017** shares in Q4 FY2023 - The Company's common stock is traded on the NASDAQ Capital Market under the symbol **INTG**[138](index=138&type=chunk) - No cash dividends have been declared, and none are foreseen in the near future[139](index=139&type=chunk) Issuer Purchases of Equity Securities (Q4 FY2023) | Period | Total Shares Purchased | Average Price Paid Per Share ($) | | :--- | :--- | :--- | | April 2023 | 190 | $41.94 | | May 2023 | 530 | $36.60 | | June 2023 | 297 | $36.20 | | **Total** | **1,017** | **$37.94** | [Item 6. Selected Financial Data](index=24&type=section&id=Item%206.%20Selected%20Financial%20Data.) This section is not required for smaller reporting companies - Not required for smaller reporting companies[145](index=145&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=24&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20(MD%26A).) The Company reported a net loss in FY2023, facing a 'Going Concern' issue due to significant debt maturing in January 2024, while hotel revenues increased [Results of Operations](index=26&type=section&id=Results%20of%20Operations) For fiscal year 2023, the company's net loss was **$9.9 million**, an improvement from **$10.6 million** in 2022, driven by increased hotel revenue Consolidated Financial Performance (in millions) | Metric | FY 2023 | FY 2022 | | :--- | :--- | :--- | | **Total Revenues** | $57.61 | $47.22 | | **Income from Operations** | $4.34 | $3.67 | | **Net Loss** | $(9.93) | $(10.62) | | **Net Loss Attributable to InterGroup** | $(6.72) | $(8.72) | Hotel Performance Metrics (YoY) | Metric | FY 2023 | FY 2022 | Change | | :--- | :--- | :--- | :--- | | **Average Daily Rate (ADR) ($)** | $217 | $168 | +$49 | | **Average Occupancy %** | 83% | 80% | +3% | | **RevPAR ($)** | $180 | $134 | +$46 | - Hotel revenues increased by **33%** year-over-year, from **$31.5 million** to **$42.0 million**, due to recovery from COVID-19 related business interruptions[159](index=159&type=chunk)[163](index=163&type=chunk) - The company recorded a net gain on marketable securities of **$1.1 million** in FY2023, compared to a net loss of **$7.6 million** in FY2022[166](index=166&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=30&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) The company faces significant liquidity pressure and a 'Going Concern' warning due to **$107.1 million** in hotel debt maturing in January **2024** - The financial statements were prepared on a going concern basis, but there is substantial doubt about the company's ability to continue as a going concern due to major debt maturing in January **2024** and recurring losses[182](index=182&type=chunk)[183](index=183&type=chunk)[258](index=258&type=chunk) Key Liquidity and Capital Resources (as of June 30, in millions) | Item | 2023 | 2022 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $5.96 | $14.37 | | **Restricted cash** | $6.91 | $8.98 | | **Marketable securities, net** | $15.33 | $10.11 | Material Contractual Obligations (Next 12 Months - FY2024, in millions) | Obligation Type | Amount Due in FY2024 | | :--- | :--- | | **Mortgage and subordinated notes payable** | $108.42 | | **Other notes payable** | $0.57 | | **Interest** | $3.85 | | **Total** | **$112.84** | [Critical Accounting Policies and Estimates](index=32&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management's critical accounting policies involve significant judgment, particularly for income taxes and asset impairment assessments - The company's critical accounting policies involve significant judgment, especially regarding income taxes, asset impairment, and the valuation of deferred tax assets[192](index=192&type=chunk) - A valuation allowance is recognized for deferred tax assets when it is more likely than not that they will not be realized, relying heavily on recent financial results[194](index=194&type=chunk) - The company evaluates its property, equipment, and intangible assets for impairment quarterly or when triggering events occur, using projected undiscounted cash flows[195](index=195&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This section is not required for smaller reporting companies - Not required for smaller reporting companies[196](index=196&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=34&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) The consolidated financial statements for FY2023 and FY2022 include a 'Going Concern' uncertainty and a critical audit matter regarding deferred tax assets - The independent auditor's report expresses substantial doubt about the Company's ability to continue as a going concern[199](index=199&type=chunk) - The auditor identified the deferred tax asset valuation allowance as a critical audit matter due to significant management judgment and estimation[204](index=204&type=chunk)[205](index=205&type=chunk) Key Consolidated Balance Sheet Data (as of June 30, in millions) | Item | 2023 | 2022 | | :--- | :--- | :--- | | **Total Assets** | $122.36 | $126.05 | | **Total Liabilities** | $216.96 | $209.05 | | **Total Shareholders' Deficit** | $(94.60) | $(83.00) | Key Consolidated Operations Data (for year ended June 30, in millions) | Item | 2023 | 2022 | | :--- | :--- | :--- | | **Total Revenues** | $57.61 | $47.22 | | **Net Loss** | $(9.93) | $(10.62) | | **Net Loss per Share (Basic) ($)** | $(4.77) | $(4.77) | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=69&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) The company reported no disagreements with its accountants on any accounting or auditing matters - There were no disagreements with accountants on accounting or auditing matters[360](index=360&type=chunk) [Item 9A. Controls and Procedures](index=69&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that disclosure controls were not effective due to a material weakness in deferred tax asset valuation accounting - The CEO and CFO concluded that disclosure controls and procedures were not effective as of June **30, 2023**[362](index=362&type=chunk) - A material weakness was identified in internal control over financial reporting, specifically concerning the control around the interpretation and accounting for the deferred tax asset valuation allowance[362](index=362&type=chunk) [Item 9B. Other Information](index=69&type=section&id=Item%209B.%20Other%20Information.) There is no other information to report - None[366](index=366&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=71&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) This section details the Company's directors and executive officers, including CEO John V. Winfield, board structure, and ethics code - John V. Winfield holds the positions of Chairman of the Board, President, and Chief Executive Officer[368](index=368&type=chunk)[369](index=369&type=chunk) - The company has established Audit, Nominating, and Compensation committees, with independent directors comprising the majority of the board[383](index=383&type=chunk)[384](index=384&type=chunk)[385](index=385&type=chunk) - The Company has adopted a Code of Ethics applicable to its principal officers and Board of Directors[381](index=381&type=chunk) [Item 11. Executive Compensation](index=74&type=section&id=Item%2011.%20Executive%20Compensation.) Executive compensation for FY2023 included significant bonuses for CEO John V. Winfield and COO David C. Gonzalez, with details on outstanding stock options Summary Compensation Table (FY 2023, in millions) | Name and Position | Salary ($) | Bonus ($) | Total Compensation ($) | | :--- | :--- | :--- | :--- | | **John V. Winfield** (Chairman, President & CEO) | $0.84 | $0.60 | $1.50 | | **David C. Gonzalez** (Chief Operating Officer) | $0.44 | $0.60 | $1.04 | Outstanding Option Awards (as of June 30, 2023) | Name | Unexercised Options () | Exercise Price ($) | Expiration Date | | :--- | :--- | :--- | :--- | | **John V. Winfield** | 100,000 | 10.30 | 3/16/2026 | | **John V. Winfield** | 133,195 | 18.65 | 12/26/2023 | | **David C. Gonzalez** | 18,000 | 27.30 | 3/2/2027 | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=79&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) The Company's ownership is highly concentrated, with CEO John V. Winfield beneficially owning **68.6%** of common stock - John V. Winfield, the Chairman, President, and CEO, is the beneficial owner of **1,686,374** shares, representing **68.6%** of the company's common stock[416](index=416&type=chunk)[418](index=418&type=chunk) - All directors and executive officers as a group beneficially own **1,789,932** shares, or **72.9%** of the company's common stock[420](index=420&type=chunk) Securities Authorized for Issuance Under Equity Compensation Plans (as of June 30, 2023) | Plan Category | Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price ($) | | :--- | :--- | :--- | | **Equity compensation plans approved by security holders** | 251,195 | $15.95 | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=81&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) This section details related-party transactions, including CEO John V. Winfield's investment activities, and confirms director independence - CEO John V. Winfield directs investment activities for both the Company and its subsidiary Portsmouth, and may invest in the same companies, aligning his personal interests with the company's[429](index=429&type=chunk) - All members of the Board of Directors, except for CEO John V. Winfield, are considered independent under SEC and NASDAQ rules[430](index=430&type=chunk) [Item 14. Principal Accounting Fees and Services](index=82&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) The company paid **$0.35 million** in audit and tax fees to its current independent registered public accounting firm, WithumSmith+Brown, PC, for fiscal year 2023 Accounting Fees (Fiscal Years 2023 & 2022, in millions) | Fee Type | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | **Audit fees – Withum** | $0.22 | $0.05 | | **Tax fees – Withum** | $0.13 | $0.03 | | **Audit fees – Moss Adams** | - | $0.21 | | **Tax fees – Moss Adams** | - | $0.10 | | **TOTAL** | **$0.35** | **$0.39** | - All audit and non-audit services provided by the independent accountants were pre-approved by the Audit Committee[433](index=433&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=83&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules.) This section lists all financial statements, schedules, and exhibits included in the annual report filing - This section provides an index of all financial statements, schedules, and exhibits included with the Form **10-K** filing[437](index=437&type=chunk)[438](index=438&type=chunk) - Key exhibits filed include the Code of Ethics, consent of the independent accounting firm, and certifications by the CEO and CFO pursuant to the Sarbanes-Oxley Act[441](index=441&type=chunk) [Signatures](index=86&type=section&id=Signatures) The report was signed and authorized by the principal executive and financial officers on October **13, 2023** - The report was signed on October **13, 2023**, by John V. Winfield (President, CEO, Chairman) and Ann Marie Blair (Principal Financial Officer)[443](index=443&type=chunk)

PART I [PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the company's condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures. [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The company reported a net income of $752,000 for the nine months ended March 31, 2023, a significant turnaround from a prior-year net loss, driven by a 41% revenue increase to $44.6 million, primarily from hotel operations, while assets slightly decreased and liabilities remained stable Condensed Consolidated Balance Sheet Highlights | Balance Sheet Items | March 31, 2023 (unaudited) | June 30, 2022 | | :--- | :--- | :--- | | Total Assets | $124,889,000 | $126,046,000 | | Cash and cash equivalents | $6,670,000 | $14,367,000 | | Total Liabilities | $208,748,000 | $209,050,000 | | Total Shareholders' Deficit | ($83,859,000) | ($83,004,000) | Condensed Consolidated Statements of Operations Highlights | Metric | Three Months Ended Mar 31, 2023 | Three Months Ended Mar 31, 2022 | Nine Months Ended Mar 31, 2023 | Nine Months Ended Mar 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $14,362,000 | $10,458,000 | $44,623,000 | $31,593,000 | | Net Income (Loss) | ($614,000) | ($873,000) | $752,000 | ($6,022,000) | | Net Income (Loss) Attributable to InterGroup | ($356,000) | ($466,000) | $1,335,000 | ($4,630,000) | | Basic EPS | ($0.16) | ($0.21) | $0.60 | ($2.09) | Condensed Consolidated Statements of Cash Flows Highlights (Nine Months Ended March 31) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($2,427,000) | ($8,871,000) | | Net cash used in investing activities | ($3,921,000) | ($3,771,000) | | Net cash (used in) provided by financing activities | ($3,902,000) | $11,526,000 | | Net change in cash, cash equivalents, and restricted cash | ($10,250,000) | ($1,116,000) | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's structure, including its 75.6% ownership of Portsmouth Square, Inc., disclose liquidity challenges, revenue sources, segment performance, related party transactions, and a legal dispute over a pedestrian bridge removal - As of March 31, 2023, InterGroup owns approximately **75.6%** of the outstanding common shares of Portsmouth Square, Inc., which operates the Hilton San Francisco Financial District[25](index=25&type=chunk) - The company is actively working to secure a new loan to replace its current first mortgage and mezzanine debt, which matures on January 1, 2024, and management anticipates a successful refinancing[36](index=36&type=chunk)[75](index=75&type=chunk) Hotel Revenue Disaggregation (Nine Months Ended March 31) | Revenue Stream | 2023 | 2022 | | :--- | :--- | :--- | | Hotel rooms | $28,020,000 | $16,285,000 | | Food and beverage | $1,905,000 | $934,000 | | Garage | $2,148,000 | $2,352,000 | | Other operating departments | $559,000 | $214,000 | | **Total hotel revenues** | **$32,632,000** | **$19,785,000** | Segment Performance (Nine Months Ended March 31, 2023) | Segment | Revenues | Net Income (Loss) | | :--- | :--- | :--- | | Hotel Operations | $32,632,000 | ($639,000) | | Real Estate Operations | $11,991,000 | $3,319,000 | | Investment Transactions | $0 | $627,000 | | Corporate | $0 | ($2,555,000) | | **Total** | **$44,623,000** | **$752,000** | - Subsequent to March 31, 2023, the Company listed its St. Louis, Missouri property for sale[81](index=81&type=chunk) [Item 2. 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 improved financial results to hospitality industry recovery, with hotel revenues up 65% year-over-year, leading to a net income turnaround, supported by gains on marketable securities and insurance recovery, while actively pursuing hotel debt refinancing - The company's business continues to be affected by the COVID-19 pandemic, but has seen a robust recovery in leisure demand and an acceleration in group and business transient demand through 2022, though a potential economic slowdown in 2023 poses a risk to this momentum[84](index=84&type=chunk) - The company is actively seeking to refinance its hotel's first mortgage and mezzanine debt, which matures on January 1, 2024, and management anticipates a successful outcome[117](index=117&type=chunk) - As of March 31, 2023, the company had cash, cash equivalents, and restricted cash of **$13.1 million** and net marketable securities of **$16.1 million**, with management believing its cash position is adequate to meet requirements for at least the next twelve months[112](index=112&type=chunk)[118](index=118&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) For the nine months ended March 31, 2023, the company achieved a net income of $752,000, a significant improvement from a prior-year loss, primarily due to a 65% increase in hotel revenues and improved hotel performance metrics, supplemented by gains on marketable securities and insurance recovery Hotel Performance Metrics (Three Months Ended March 31) | Metric | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Average Daily Rate (ADR) | $234 | $149 | +$85 | | Average Occupancy % | 78% | 74% | +4% | | RevPAR | $183 | $110 | +$73 | Hotel Performance Metrics (Nine Months Ended March 31) | Metric | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Average Daily Rate (ADR) | $221 | $143 | +$78 | | Average Occupancy % | 85% | 76% | +9% | | RevPAR | $188 | $109 | +$79 | - For the nine months ended March 31, 2023, the company recorded a net gain on marketable securities of **$1,440,000**, compared to a net loss of **$3,613,000** in the prior year period[104](index=104&type=chunk) - Real estate revenues for the nine-month period increased slightly to **$12.0 million** from **$11.8 million**, aided by a one-time **$404,000** storm damage insurance claim[105](index=105&type=chunk) [Marketable Securities](index=26&type=section&id=Marketable%20Securities) As of March 31, 2023, the company's $17.0 million marketable securities portfolio is diversified across 11 equity positions, with significant allocations to REITs and U.S. Treasury notes, and a 30% holding in American Realty Investors, Inc Marketable Securities Portfolio Composition (March 31, 2023) | Industry Group | Fair Value | % of Total | | :--- | :--- | :--- | | REITs and real estate companies | $6,443,000 | 38.0% | | Treasury notes | $5,055,000 | 29.8% | | Financial services | $1,065,000 | 6.3% | | Technology | $1,139,000 | 6.7% | | Communications Services | $804,000 | 4.7% | | Other | $2,461,000 | 14.5% | | **Total** | **$16,967,000** | **100.0%** | - The portfolio's largest security position is a **30%** holding in American Realty Investors, Inc. (NYSE: ARL), and the second largest is a **29.8%** holding in U.S. government treasury notes[109](index=109&type=chunk) [Financial Condition and Liquidity](index=28&type=section&id=Financial%20Condition%20and%20Liquidity) The company's liquidity includes $13.1 million in cash and restricted cash and $16.1 million in net marketable securities as of March 31, 2023, with a primary focus on refinancing hotel debt maturing in January 2024, and management anticipates sufficient cash for the next twelve months - The company renewed its revolving line of credit with CIBC Bank USA in July 2022 for a reduced amount of **$2,000,000**, which remains fully available as of March 31, 2023[116](index=116&type=chunk) - Portsmouth, a subsidiary, has a note payable to InterGroup for **$14.2 million** as of March 31, 2023, under a **$16 million** funding agreement, with no additional funding currently anticipated[114](index=114&type=chunk) Material Financial Obligations Summary (as of March 31, 2023) | Obligation | Total | Due in Year 2024 | | :--- | :--- | :--- | | Mortgage note payable | $193,087,000 | $108,417,000 | | Related party notes payable | $3,096,000 | $567,000 | | Interest | $29,043,000 | $5,640,000 | | **Total** | **$225,226,000** | **$114,624,000** | [Item 3. 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, as such, is not required to provide the information for this item - As a smaller reporting company, The Intergroup Corporation is not required to provide information regarding quantitative and qualitative disclosures about market risk[127](index=127&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and Principal Financial Officer, concluded that the company's disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal control over financial reporting during the quarter - Management concluded that the Company's disclosure controls and procedures were effective as of the end of the quarterly period covered by the report[128](index=128&type=chunk) - No changes in the Company's internal control over financial reporting occurred during the last quarter that have materially affected, or are reasonably likely to materially affect, these controls[129](index=129&type=chunk) PART II [PART II - OTHER INFORMATION](index=31&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and exhibits. [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is in a dispute with the City and County of San Francisco regarding the removal of a pedestrian bridge connected to its Hilton Hotel, disputing the legality of the permit revocation and its financial responsibility for estimated costs exceeding $2 million - The City of San Francisco has revoked a permit and directed the company to remove a pedestrian bridge connecting its hotel to Portsmouth Square at the company's expense[131](index=131&type=chunk) - The company disputes the legality of the permit revocation and its obligation to pay for the removal, stating that City representatives had previously agreed the City would pay for the costs[131](index=131&type=chunk) - Early cost estimates for the bridge removal plan exceed **$2 million**, and discussions with the City are expected to continue well into 2023[131](index=131&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, The Intergroup Corporation is not required to provide the information requested under this item - The company is a smaller reporting company and is not required to provide risk factor information in its Form 10-Q[133](index=133&type=chunk) [Item 2. 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 during the period - There have been no unregistered sales of equity securities or use of proceeds to report[134](index=134&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include CEO and CFO certifications (Rule 13a-14(a) and 18 U.S.C. Section 1350) and Inline XBRL data files - Exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer as required by securities regulations[139](index=139&type=chunk) - The filing includes Inline XBRL documents for interactive data submission[139](index=139&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to_________ Commission File Number 1-10324 THE INTERGROUP CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3293645 (State or oth ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to_________ Commission File Number 1-10324 Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the fiscal year ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to_________ Commission File Number 1-10324 Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 THE INTERGROUP CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3293645 (State or Other Jurisdict ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to_________ Commission File Number 1-10324 THE INTERGROUP CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3293645 (State or other ...

Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the quarterly period ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to_________ Commission File Number 1-10324 THE INTERGROUP CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3293645 (State or oth ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to_________ Commission File Number 1-10324 THE INTERGROUP CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3293645 Incorporation ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to_________ Commission File Number 1-10324 THE INTERGROUP CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3293645 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1516 S. Bundy Drive, Suite 200, Los Angeles, California ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to_________ Commission File Number 1-10324 THE INTERGROUP CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3293645 (State or ot ...