IHT 10-Q
Innsuites Hospitality Trust (IHT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
EXCHANGE ACT OF 1934
For
The Quarterly Period Ended
or
EXCHANGE ACT OF 1934
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices)
Registrant’s
telephone number, including area code:
Indicate
by check mark whether the registrant: (l) has filed all reports required to be filed by Section 13 or l5(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | |||
| Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Aggregate market value of Shares of Beneficial Interest held by non-affiliates of the registrant as of July 31, 2025, based upon the closing sales price of the registrant’s Shares of Beneficial Interest on that date, as reported on the NYSE AMERICAN: $3,716,836.
Number of outstanding Shares of Beneficial Interest, without par value, as of June 18, 2026: .
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
TABLE OF CONTENTS
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2026
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| APRIL 30, 2026 | JANUARY 31, 2026 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Employee Retention Credit Receivable | ||||||||
| Prepaid Expenses and Other Current Assets | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, net | ||||||||
| Notes Receivable (net) | ||||||||
| Operating Lease – Right of Use | ||||||||
| Convertible Note Receivable | ||||||||
| Investment in Private Company Stock | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Current Portion of Mortgage Notes Payable, net of Discount | ||||||||
| Current Portion of Other Notes Payable | ||||||||
| Current Portion of Operating Lease Liability | ||||||||
| Total Current Liabilities | ||||||||
| Notes Payable - Related Party | ||||||||
| Mortgage Notes Payable, net of Discount | ||||||||
| Operating Lease Liability, net of current portion | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Shares of Beneficial Interest, par value, authorization; and shares issued and and shares outstanding at April 30, 2026 and January 31, 2026, respectively | ||||||||
| Treasury Stock, and shares held at cost at April 30, 2026 and January 31, 2026, respectively | ( | ) | ||||||
| TOTAL TRUST SHAREHOLDERS’ EQUITY | ||||||||
| NON-CONTROLLING INTEREST | ( | ) | ( | ) | ||||
| TOTAL EQUITY/(DEFICIT) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements
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INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| FOR THE THREE MONTHS ENDED | ||||||||
| APRIL 30, | ||||||||
| 2026 | 2025 | |||||||
| REVENUE | ||||||||
| Room | $ | $ | ||||||
| Food and Beverage | ||||||||
| Other | ||||||||
| TOTAL REVENUE | ||||||||
| OPERATING EXPENSES | ||||||||
| Room | ||||||||
| Food and Beverage | ||||||||
| General and Administrative | ||||||||
| Sales and Marketing | ||||||||
| Repairs and Maintenance | ||||||||
| Hospitality | ||||||||
| Utilities | ||||||||
| Depreciation | ||||||||
| Real Estate and Personal Property Taxes, Insurance and Ground Rent | ||||||||
| Other | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| OPERATING INCOME | ||||||||
| Other Income | ||||||||
| Interest Income | ||||||||
| TOTAL OTHER INCOME | ||||||||
| Interest on Mortgage Notes Payable | ||||||||
| Interest on Other Notes Payable | ||||||||
| TOTAL INTEREST EXPENSE | ||||||||
| CONSOLIDATED NET INCOME BEFORE BW REWARDS CREDIT AND INCOME TAX BENEFIT | ||||||||
| Impairment of Investment in UniGen | ||||||||
| BW Rewards Credit | ( | ) | ( | ) | ||||
| Income Tax Benefit (Expense) | ||||||||
| CONSOLIDATED NET INCOME | $ | $ | ||||||
| LESS: NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST | $ | $ | ||||||
| NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER SHARE – BASIC & DILUTED | $ | ( | ) | $ | ) | |||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC & DILUTED | ||||||||
See accompanying notes to unaudited condensed consolidated financial statements
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INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED APRIL 30, 2026
Shares of Beneficial Interest | Treasury Stock | Trust Shareholders’ | Non-Controlling | Total | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Equity | Interest | Equity | ||||||||||||||||||||||
| Balance, January 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net Income | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Repurchase of Treasury Stock | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Shares of Beneficial Interest Issued for Services Rendered | - | |||||||||||||||||||||||||||
| Reallocation of Non-Controlling Interests and Other | - | - | ||||||||||||||||||||||||||
| Balance, April 30, 2026 | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
FOR THE THREE MONTHS ENDED APRIL 30, 2025
Shares of Beneficial Interest | Treasury Stock | Trust Shareholders’ | Non-Controlling | Total | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Equity | Interest | Equity | ||||||||||||||||||||||
| Balance, January 31, 2025 | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
| Net Income | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Sales of Ownership Interests in Subsidiary, net | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, April 30, 2025 | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements
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INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| FOR THE THREE MONTHS ENDED | ||||||||
| APRIL 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Consolidated Net Income | $ | $ | ||||||
| Adjustments to Reconcile Consolidated Net Income to Net Cash Used In Operating Activities: | ||||||||
| Stock-Based Compensation | ||||||||
| Depreciation | ||||||||
| Changes in Assets and Liabilities: | ||||||||
| Accounts Receivable | ( | ) | ||||||
| Prepaid Expenses and Other Assets | ( | ) | ||||||
| Operating Lease | ( | ) | ( | ) | ||||
| Accounts Payable and Accrued Expenses | ( | ) | ( | ) | ||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Improvements and Additions to Hotel Properties | ( | ) | ( | ) | ||||
| Payments on Investments in UniGen | ( | ) | ||||||
| NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Principal Payments on Mortgage Notes Payable | ( | ) | ( | ) | ||||
| Payments on Notes Payable - Related Party | ( | ) | ( | ) | ||||
| Sale of Ownership Interest in Subsidiary, net | ( | ) | ||||||
| Sale of Treasury Stock | ( | ) | ||||||
| NET CASH USED IN FINANCING ACTIVITIES | ( | ) | ( | ) | ||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements
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INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
AS OF APRIL 30, 2026, AND JANUARY 31, 2026
AND FOR THE THREE MONTHS ENDED APRIL 30, 2026 AND 2025
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
As
of April 30, 2026, InnSuites Hospitality Trust (the “Trust”, “IHT”, “we”, “us” or “our”)
is a publicly traded unincorporated Ohio real estate investment trust (REIT) with two hotels that IHT has an ownership interest in and
manages. The Trust and its shareholders directly in and through a Partnership, own interests in two hotels with an aggregate of 270 hotel
suites in Arizona and New Mexico. Both are operated under the federally trademarked name “InnSuites”, as well as operating
under the brand name “Best Western”. The Trust and its shareholders hold a $
IHT is currently taxed as a C corporation, founded and first listed on NYSE 56 years ago with uninterrupted annual dividends each year since inception in 1971. IHT owns and operates mid-scale hotels and is pursuing opportunities in diversified development of innovative new efficient clean energy generation. Ownership of hotels takes place through Tucson Hospitality Properties and Albuquerque Suite Hotels subsidiaries. Management of hotels, and management of InnDependent Boutique Collection Hotels (IBC), is handled through RRF Limited Liability Limited Partnership (RRF), its management subsidiary. Diversified clean energy investment takes place through investment in UniGen Power Inc.
Hotel Operations:
Our Tucson, Arizona Hotel and our Hotel located in Albuquerque, New Mexico are moderate service mid-scale hotels. Both hotels offer swimming pools, fitness centers, business centers, and complimentary breakfast. In addition, the Hotels offer complementary social gathering areas and modest conference facilities. The Tucson hotel has “PJ’s” Pub and Café, as well.
The
Trust is the sole general partner of RRF Limited Liability Limited Partnership, a Delaware LLLP (the “Partnership”), and
owned a
RRF Limited Liability Limited Partnership, an IHT subsidiary, manages the Hotels’ daily operations under 2 management agreements. RRF also provides the use of the “InnSuites” trademark to the Hotels. All expenses and reimbursements between the Trust and RRF LLLP have been eliminated in consolidation.
The Trust classified the Hotels as operating assets, but these assets are available for sale. At this time, the Trust is unable to predict when, and if, either of these will be sold. Neither the Tucson Hotel nor the Albuquerque Hotel is currently listed for sale, but the Trust is willing to consider offers for each Hotel. Each of the Hotels is being made available at a price that management believes is reasonable in relation to its current fair market value, earnings, profits, future potential growth, and replacement cost.
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
These unaudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include all assets, liabilities, revenues and expenses of the Trust and its subsidiaries, as listed in the table below. All material intercompany transactions and balances have been eliminated. Certain items have been reclassified to conform to the current fiscal year presentation. The Trust exercises unilateral control over the Partnership and the entities listed below. Therefore, the unaudited condensed financial statements of the Partnership and the entities listed below are consolidated with the Trust, and all intercompany transactions and balances have been eliminated.
| IHT OWNERSHIP % | ||||||||
| ENTITY | DIRECT | INDIRECT (i) | ||||||
| Albuquerque Suite Hospitality, LLC | % | |||||||
| Tucson Hospitality Properties, LLLP | % | |||||||
| RRF Limited Partnership | % | |||||||
| (i) |
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PARTNERSHIP AGREEMENT
The
Partnership Agreement of the RRF LLLP Partnership provides for the issuance of two classes of Limited Partnership units, Class A and
Class B. Class A and Class B Partnership units are identical in all respects. On April 30, 2026 and January 31, 2026,
LIQUIDITY
The Trust’s principal source of cash to meet its cash requirements is revenues from hotel room rentals and from RRF Management fees from the Tucson, Arizona and Albuquerque, New Mexico properties. The Trust’s liquidity, including our ability to make distributions to its shareholders, and to service debt, will depend upon the ability of the Trust and the Partnership’s ability to generate sufficient cash flow from hotel operations, as well as to generate funds from repayment of intercompany advances and sale of assets.
At a future date, the Trust may receive cash from independent/boutique hotel reservations, and energy operations and/or full or partial sale of one or both hotels, and/or full or partial sale of its interest in IBC or UniGen diversification investment.
As
of April 30, 2026, the Trust had a related party Demand/Revolving Line of Credit/Promissory Note with an amount payable of approximately
$
As
of April 30, 2026, the Trust had three Revolving lines of Credit totaling $
With
approximately $
There can be no assurance that the Trust will be successful in a reverse merger, selling properties, merging, refinancing, benefiting from diversified investments, or raising additional or replacement funds, or that these funds may be available on terms that are favorable to it. If the Trust is unable to raise additional or replacement funds, it may be required to sell or refinance certain of our assets to meet liquidity needs, which may not be on terms that are favorable.
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BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared by the Trust in accordance with GAAP for interim financial information, and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statement presentation. However, the Trust believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended April 30, 2026, are not necessarily indicative of the results that may be expected for the Fiscal year ending January 31, 2027. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Trust’s Annual Report on Form 10-K for the year ended January 31, 2026.
The Trust has evaluated subsequent events through the date of the filing of this Form 10-Q with the Securities and Exchange Commission. The Trust is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Trust’s financial statements.
As the general partner of the Partnership, the Trust exercises unilateral control over the Partnership. Therefore, the financial statements of the Partnership are consolidated with the Trust, and all significant intercompany transactions and balances have been eliminated.
Under Accounting Standards Codification (“ASC”) Topic 810-10-25, Albuquerque Suite Hospitality, LLC has been determined to be a variable interest entity with the Partnership as the primary beneficiary (see Note 5 – “Variable Interest Entity”). Therefore, the financial statements of Albuquerque Suite Hospitality, LLC, are consolidated with the Trust, and all significant intercompany transactions and balances have been eliminated.
The financial statements of the Partnership and Tucson Hospitality Properties, LLLP are consolidated with the Partnership and the Trust, and all significant intercompany transactions and balances have been eliminated.
SEASONALITY OF THE HOTEL BUSINESS
The Hotels’ operations historically have been somewhat seasonal. The Tucson Arizona Hotel historically experiences the highest occupancy in the first Fiscal Quarter (the winter high season) and, to a lesser extent, the fourth Fiscal Quarter. The second Fiscal Quarter (summer low season) historically tends to be the lowest occupancy period at this Arizona Hotel. This seasonality pattern can be expected to cause fluctuations in the Trust’s quarterly revenues. The Hotel located in Albuquerque, New Mexico historically experiences its most profitable periods during the second and third Fiscal Quarters (the summer high season), providing some balance to the general seasonality of the Trust’s hotel business.
The seasonal nature of the Trust’s business increases its vulnerability to risks such as travel disruptions, labor force shortages and cash flow issues. Further, if an adverse event such as an actual or threatened virus pandemic, terrorist attack, international conflict, data breach, regional economic downturn or poor weather should occur at either of its two hotels, the adverse impact to the Trust’s revenues and profit could be significant.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the audited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The Trust’s operations are affected by numerous factors, including the level of area economic activity, inflation, virus/pandemic, competition in the hotel industry and the effect of the economy on the travel and hospitality industries. The Trust cannot predict if any of the above items will have a significant impact in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Trust’s operations and cash flows. Significant estimates and assumptions made by management include, but are not limited to, the estimated useful lives of long-lived assets and recoverability of long-lived assets and the fair values of the long-lived assets.
PROPERTY AND EQUIPMENT
Furniture,
fixtures, building and improvements and hotel properties are stated at cost, except for land, and depreciated using the straight-line
method over estimated lives ranging up to
Land is an indefinite-lived asset. The Trust tests its land for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its carrying value to its implied fair value.
For tax purposes the Trust takes advantage of accelerated depreciation methods (MACRS) for new capital additions and improvements to its Hotels. With many years of non-cash depreciation expense recognition, management believes that its hotel properties are carried on its books at values significantly below current hotel market values.
| 10 |
Management applies guidance ASC 360-10-35, to determine when it is required to test an asset for recoverability of its carrying value and whether, or not, an impairment exists. Under ASC 360-10-35, the Trust is required to test a long-lived asset for impairment when there is an indicator of impairment. Impairment indicators may include, but are not limited to, a drop in the performance of a long-lived asset, a decline in the hospitality industry or a decline in the economy. If an indicator of potential impairment is present, then an assessment is performed of whether the carrying amount of an asset exceeds its estimated undiscounted future cash flows over its estimated remaining life.
If the estimated undiscounted future cash flows over the asset’s estimated remaining life are greater than the asset’s carrying value, no impairment is recognized; however, if the carrying value of the asset exceeds the estimated undiscounted future cash flows, then the Trust would recognize an impairment expense to the extent the asset’s carrying value exceeds its fair value, if any. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are analyzed on a property-specific basis independent of the cash flows of other groups of assets. Evaluation of future cash flows is based on historical experience and other factors, including certain economic conditions, and committed future bookings. Management has determined no impairment is required of long-lived assets for the Fiscal Period ended April 30, 2026.
CASH
The Trust believes it places its cash only with high credit quality financial institutions, although these balances periodically exceed federally insured limits.
REVENUE RECOGNITION
Hotel and Operations
Revenues are primarily derived from the sources below and are recognized as services are rendered and it is probable that the entity will collect substantially all of the consideration. Amounts received in advance of revenue recognition are considered deferred liabilities and are generally not significant.
Revenues primarily currently consist of room rentals, food and beverage sales, management and trademark fees and other miscellaneous revenues from our properties. Revenues are recorded when rooms are occupied and when food and beverage sales are delivered. Management and trademark fees include a monthly accounting fee and a percentage of hotel room revenues for managing the daily operations of the Hotels.
Each room night consumed by a guest with a cancellable reservation represents a contract whereby the Trust has a performance obligation to provide the room night at an agreed upon price. For cancellable reservations, the Trust recognizes revenue as each performance obligation (i.e., each room night) is met. Such contract is renewed if the guest continues their stay. For room nights consumed by a guest with a non-cancellable reservation, the entire reservation period represents the contract term whereby the Trust has a performance obligation to provide the room night or nights at an agreed upon price. For non-cancellable reservations, the Trust recognizes revenue over the term of the performance period (i.e., the reservation period) as room nights are consumed. For these reservations, the room rate is typically fixed over the reservation period. The Trust uses an output method based on performance completed to date (i.e., room nights consumed) to determine the amount of revenue it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since consumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist with respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout.
In evaluating its performance obligation, the Trust bundles the obligation to provide the guest the room itself with other obligations (such as free Wi-Fi, complimentary breakfast, and high-speed internet), as the other obligations are not distinct and separable because the guest cannot benefit from the additional amenities without the consumed room night. The Trust’s obligation to provide the additional items or services is not separately identifiable from the fundamental contractual obligation (i.e., providing the room and its contents). The Trust has no performance obligations once a guest’s stay is complete.
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We are required to collect certain taxes and fees from customers on behalf of government agencies and remit these back to the applicable governmental agencies on a periodic basis. We have a legal obligation to act as a collection agent. We do not retain these taxes and fees and, therefore, they are not included in revenues. We record a liability when the amounts are collected and relieve the liability when payments are made to the applicable taxing authority or other appropriate governmental agency.
ACCOUNTS RECEIVABLES PER ASC 326
Accounts
receivable are derived from guest stays and other reservations at the Hotels, and are recorded at the invoiced amount. The Trust accounts
for credit losses under ASC Topic 326, which requires an estimate of expected credit losses over the contractual life of the receivables.
The Trust utilizes an aging matrix to estimate the allowance, pooling receivables with similar risk characteristics. This methodology
is based on historical loss experience, adjusted for current market conditions and reasonable and supportable forecasts of future economic
conditions that may affect the guests’ ability to pay. Accounts receivable are written off when collection efforts have been exhausted
and they are deemed uncollectible. Recoveries, if any, of receivables previously written off are recorded when received. The Trust does
not charge interest on accounts receivable balances and these receivables are unsecured. There is $
LEASE ACCOUNTING
The Trust determines, at the inception of a contract, if the arrangement is a lease and whether it meets the classification criteria for a finance or operating lease. Right of Use (ROU), assets represent the Trust’s right to use an underlying asset during the lease term and lease liabilities represent the Trust’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. ROU assets also include any advance lease payments and exclude lease incentives. As most of the Trust’s operating leases do not provide an implicit rate, the Trust uses its incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. Finance lease agreements generally include an interest rate that is used to determine the present value of future lease payments. Operating fixed lease expense and finance lease depreciation expense are recognized on a straight-line basis over the lease term (see Note 14).
The Trust has an employee equity incentive plan, which is described more fully in Note 15 - “Share-Based Payments.” The three independent members of the Board of Trustees each earn IHT fully paid restricted Shares per year. All shares vest over one year from date of grant. The Trust has paid the annual fees due to its Trustees by issuing Shares of Beneficial Interest out of its authorized but unissued Shares. Upon issuance, the Trust recognizes the shares as outstanding. The Trust recognizes expense related to the issuance based on the fair value of the shares upon the date of the restricted share grant and amortizes the expense equally over the period during which the shares vest to the Trustees. From time to time, the Trustees and key employees receive one-time fully paid restricted share grants, as well.
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TREASURY STOCK
Treasury stock is carried at cost, including any brokerage commissions paid to repurchase the shares. Any shares issued from treasury stock are removed at cost, with the difference between cost and fair value at the time of issuance recorded against Shares of Beneficial Interest.
Basic
and diluted net income per Share of Beneficial Interest is computed based on the weighted-average number of Shares of Beneficial Interest
and potentially dilutive securities outstanding during the period. Dilutive securities are limited to the Class A and Class B units of
the Partnership, which are convertible into
For the three months ended April 30, 2026, and 2025, there were Class A and Class B Partnership units outstanding, which are convertible into Shares of Beneficial Interest of the Trust. Assuming conversion at the beginning of each period, the aggregate weighted-average of these Shares of Beneficial Interest would have been in addition to the basic shares outstanding for the three months ended April 30, 2026 and the Fiscal Year ended January 31, 2026. These Shares of Beneficial Interest issuable upon conversion of the Class A and Class B Partnership units were anti-dilutive during the three months ended April 30, 2026 and 2025 and are excluded in the calculation of diluted earnings per share for those periods.
ADVERTISING COSTS
Amounts
incurred for advertising costs are expensed as incurred. Advertising expense for continuing operations totaled approximately $
CONCENTRATION OF CREDIT RISK
Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Trust to a concentration of credit risk consist primarily of cash and cash equivalents. Management’s assessment of the Trust’s credit risk for cash and cash equivalents is low as cash and cash equivalents are held in financial institutions believed to be credit worthy. The Trust limits its exposure to credit loss by placing its cash with various major financial institutions and invests only in short-term obligations.
While the Trust is exposed to credit losses due to the non-performance of its counterparties, the Trust considers the risk of this remote. The Trust estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet.
FAIR VALUE OF FINANCIAL INSTRUMENTS
For disclosure purposes, fair value is determined by using available market information and appropriate valuation methodologies. Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The fair value framework specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The fair value hierarchy levels are as follows:
| ● | Level 1 – Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. |
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| ● | Level 2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and / or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are level 2 valuation techniques. | |
| ● | Level 3 – Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect a company’s own judgments about the assumptions that market participants would use in pricing an asset or liability. |
The Trust has assets that are carried at fair value on a recurring basis, including stock and warrants in a 3rd party private company on the unaudited condensed consolidated balance sheet.
Due to their short maturities, the carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value. The fair value of mortgage notes payable, notes payable to banks and notes and advances payable to related parties is estimated by using the current rates which would be available for similar loans having the same remaining maturities and are based on level 2 inputs.
CONVERTIBLE NOTE RECEIVABLE, COMMON STOCK AND WARRANTS IN UNIGEN POWER, INC.
On December 16, 2019, the Trust entered into a Convertible Debenture Purchase Agreement with UniGen Power Inc. (“UniGen”).
The
Trust purchased secured convertible debentures (“Debentures”) in the aggregate amount of $
UniGen
issued the Trust common stock purchase warrants (the “Debenture Warrants”) to purchase up to
UniGen
also issued the Trust additional common stock purchase warrants (“Additional Warrants”) to purchase up to
The
total of all stock ownership upon conversion of the note receivable is million shares and if all stock warrants are exercised, shares
from conversion of the note receivable and shares from the exercise of warrants could total approximately
Certain stock option warrants have been extended to secure additional funds as part of the current UniGen effort to raise additional capital, and complete the first two prototypes.
On
the Trust’s balance sheet, the investment of $
The value of the warrants issued with the note receivable was based on Black-Scholes pricing model based on the following inputs:
Debenture Warrants
| Type of option | Call option | |||
| Stock price | $ | |||
| Exercise (Strike) price | $ | |||
| Time to maturity (years) | ||||
| Annualized risk-free rate | % | |||
| Annualized volatility | % | |||
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Additional Warrants
| Type of option | Call option | |||
| Stock price | $ | |||
| Exercise (Strike) price | $ | |||
| Time to maturity (years) | ||||
| Annualized risk-free rate | % | |||
| Annualized volatility | % | |||
If
all notes are converted and all available but not outstanding warrants exercised, IHT could hold up to approximately
As
of April 30, 2026, IHT held common shares of UniGen, purchased at a cost of $
During
the fiscal year ended January 31, 2026, the Trust evaluated its cost-method investment in UniGen common stock for impairment under ASC
321 and concluded that indicators of impairment were present, including UniGen’s continued pre-revenue status, the slower-than-anticipated
pace of engineering completion (
The
convertible debenture receivable was separately evaluated for impairment as of April 30, 2026, and no impairment was recorded against
the note. Following the impairment of the common stock, management believes the post-impairment carrying value of $
UniGen Power Inc. (UPI), R&D development progress of the UPI efficient clean energy innovation is as follows:
1.
UniGen has stated they have completed
2. Due to an increasingly unreliable American power grid, increasing demand for electricity including electric vehicles, increasing demand for data center power, ballooning demand for Artificial Intelligence electricity, inflation, and supply chain pressures, the UniGen marketing team estimates product’s market has grown. The market for total electricity in the U.S. is projected to double over the next five years. The initial order for thirty units has been reaffirmed.
The Trust has valued UniGen investment as a level 3 fair value measurement, for the following reasons: The investment does not qualify for level 1 since there are no identical actively traded instruments or level 2 identical or similar unobservable markets.
| 15 |
OTHER RECENT PRONOUNCEMENTS
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
3. OWNERSHIP INTERESTS IN ALBQUERQUE AND TUCSON SUBSIDIARIES
The
Trust has sold non-controlling interests in certain subsidiaries, including Albuquerque Suite Hospitality, LLC (the “Albuquerque
entity”) and Tucson Hospitality Properties, LLLP (the “Tucson entity, which sales are described in detail in our Annual Report
on Form 10-K filed on April 8, 2024, with the Securities and Exchange Commissions. Generally, interests have sold for $
On
February 15, 2017, the Trust and Partnership entered into a restructuring agreement with Rare Earth Financial, LLC (“REF”)
to allow for the sale of non-controlling partnership units in Albuquerque Suite Hospitality LLC (“Albuquerque”) for $
On
October 1, 2013, the Partnership entered into an updated restructured limited partnership agreement with Rare Earth to allow for the
sale of additional interest units in the Tucson entity for $
For
the Albuquerque entity,
For
the Tucson entity, as of April 30, 2026 and January 31, 2026, respectively, the Partnership held a
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4. VARIABLE INTEREST ENTITIES
Management evaluates the Trust’s explicit and implicit variable interests to determine if they have any interests in variable interest entities (“VIEs”). Variable interests are contractual, ownership, or other pecuniary interests in an entity whose value changes with changes in the fair value of the entity’s net assets, exclusive of variable interests. Explicit variable interests are those which directly absorb the variability of a VIE and can include contractual interests such as loans or guarantees as well as equity investments. An implicit variable interest acts the same as an explicit variable interest except it involves the absorbing of variability indirectly, such as through related party arrangements or implicit guarantees. The analysis includes consideration of the design of the entity, its organizational structure, including decision making ability over the activities that most significantly impact the VIE’s economic performance. GAAP requires a reporting entity to consolidate a VIE when the reporting entity has a variable interest, or combination of variable interest, that provides it with a controlling financial interest in the VIE. The entity that consolidates a VIE is referred to as the primary beneficiary of that VIE.
The Partnership has determined that the Albuquerque entity is a variable interest entity with the Partnership as the primary beneficiary with the ability to exercise control, as determined under the guidance of ASC Topic 810-10-25. In its determination, management considered the following qualitative and quantitative factors:
a) The Partnership, Trust, and their related parties, which share common ownership and management, have guaranteed material financial obligations of the Albuquerque hotel.
b) The Partnership, Trust and their related parties have maintained, as a group, a controlling ownership interest in the Albuquerque hotel, with the largest ownership belonging to the Trust.
c) The Partnership, Trust and their related parties have maintained control over the decisions which most impact the financial performance of the Albuquerque hotel, including providing the personnel to operate the property daily.
During the three months ended April 30, 2026 and the Fiscal Year ended January 31, 2026, neither the Trust nor the Partnership have provided any implicit or explicit financial support for which they were not previously contracted. Both the Partnership and the Trust provided mortgage loan guarantees which allowed our properties to obtain financing as needed.
5. PROPERTY AND EQUIPMENT
As of April 30, 2026, and January 31, 2026, hotel properties consisted of the following:
| HOTEL SEGMENT | ||||||||
| April 30, 2026 | January 31, 2026 | |||||||
| Land | $ | $ | ||||||
| Building and improvements | ||||||||
| Furniture, fixtures and equipment | ||||||||
| Total hotel properties | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Hotel properties, net | ||||||||
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As of April 30, 2026, and January 31, 2026, corporate property, plant, and equipment consisted of the following:
| CORPORATE PP&E | ||||||||
| April 30, 2026 | January 31, 2026 | |||||||
| Building and improvements | ||||||||
| Furniture, fixtures and equipment | ||||||||
| Total property, plant and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property, Plant and Equipment, net | $ | $ | ||||||
6. MORTGAGE NOTES PAYABLE
On
March 29, 2022 Tucson Hospitality Properties LLLP,
On
December 2, 2019, Albuquerque Suites Hospitality, LLC entered into a $
See Note 9 – “Minimum Debt Payments” for scheduled minimum payments on the mortgage notes payable.
7. NOTES PAYABLE AND NOTES RECEIVABLE – RELATED PARTY
On
December 1, 2014, the Trust entered a Demand/Revolving Line of Credit/Promissory Note with Rare Earth Financial, LLC, an entity which
is wholly owned by Mr. Wirth and his family members. The Demand/Revolving Line of Credit/Promissory Note, as amended on June 19, 2017,
bears interest of up to
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8. OTHER NOTES PAYABLE
As
of April 30, 2026, the Trust had a $
On
July 1, 2019, the Trust and the Partnership together entered into an unsecured loan totaling $
See Note 9 – “Minimum Debt Payments” for scheduled minimum payments on the debt liabilities.
9. MINIMUM DEBT PAYMENTS
Scheduled minimum payments of debt, net of debt discounts, as of April 30, 2026 are approximately as follows in the respective Fiscal Years indicated:
| FISCAL YEAR | MORTGAGES | OTHER NOTES PAYABLE | NOTES PAYABLE - RELATED PARTY | TOTAL | ||||||||||||
| 2027 | ||||||||||||||||
| 2028 | ||||||||||||||||
| 2029 | ||||||||||||||||
| 2030 | ||||||||||||||||
| 2031 | ||||||||||||||||
| Thereafter | $ | |||||||||||||||
| $ | $ | $ | $ | |||||||||||||
10. DESCRIPTION OF BENEFICIAL INTERESTS
Holders of the Trust’s Shares of Beneficial Interest are entitled to receive dividends when and if declared by the Board of Trustees of the Trust out of funds legally available. The holders of Shares of Beneficial Interest, upon any liquidation, dissolution or winding-down of the Trust, are entitled to share ratably in any assets remaining after payment in full of all liabilities of the Trust. The Shares of Beneficial Interest possess ordinary voting rights, each share entitling the holder thereof to one vote. Holders of Shares of Beneficial Interest do not have cumulative voting rights in the election of Trustees and do not have preemptive rights.
For the three months ended April 30, 2026 and 2025, the Trust repurchased and Shares of Beneficial Interest at an average price of $ and $ per share, respectively. The average price paid includes brokerage commissions. The Trust intends to continue repurchasing Shares of Beneficial Interest in compliance with applicable legal and NYSE AMERICAN requirements.
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11. RELATED PARTY TRANSACTIONS
As
of April 30, 2026, and January 31, 2026, Mr. Wirth and his affiliates held
As
of April 30, 2026, and January 31, 2026 the Trust owned
The
Trust directly manages the Hotels through the Trust’s majority-owned subsidiary, RRF LLLP. Under the management agreements, RRF
manages the daily operations of both Trust Hotels. All Trust managed Hotel expenses, revenues and reimbursements among the Trust, and
the Partnership have been eliminated in consolidation. The management fees for the Hotels are
The
Trust employs part time, an immediate family member of Mr. Wirth, Brian James Wirth, who provides part time IT Technology support services
to the Trust, receiving up to approximately $
12. STATEMENTS OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES
The
Trust paid $
13. COMMITMENTS AND CONTINGENCIES
Restricted Cash:
The
Trust is obligated under a loan agreement relating to the Tucson Oracle property to deposit
Membership Agreements:
The
Tucson and Albuquerque Hotels have entered into membership agreements with Best Western International, Inc. (“Best Western”)
for both hotel properties. In exchange for use of the Best Western name, trademark and reservation system, both Hotels pay fees to Best
Western based on reservations received through the use of the Best Western reservation system and the number of available suites at the
Hotels. The agreements with Best Western have no specific expiration terms and may be cancelled annually by either party. Best Western
requires that the hotels meet certain requirements for room quality. The two Best Western Hotels receive significant reservations through
the Best Western reservation system, and through Online Travel Agent (OTA) reservations systems, Expedia and Booking.com. Under these
arrangements, fees paid for membership fees and reservations were approximately $
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Litigation:
The Trust and/or its hotel affiliates, are involved from time to time in various other claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Trust’s audited condensed consolidated financial position, results of operations or liquidity.
The nature of the operations of the Hotels exposes them to risks of claims and litigation in the normal course of their business. Although the outcome of these matters cannot be determined and is covered by insurance, management does not expect that the ultimate resolution of these matters will have a material adverse effect on the audited condensed consolidated financial position, results of operations or liquidity of the Trust.
Indemnification:
The Trust has entered into indemnification agreements with all our executive officers and Trustees. The agreements provide for indemnification against all liabilities and expenses reasonably incurred by an officer or Trustee in connection with the defense or disposition of any suit or other proceeding, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, because of his or her position at the Trust. There is no indemnification for any matter as to which an officer or Trustee is adjudicated to have acted in bad faith, with willful misconduct or reckless disregard of his or her duties, with gross negligence, or not in good faith in the reasonable belief that his or her action was in the Trust’s best interests. These agreements require the Trust, among other things, to indemnify the Trustee or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s status or service as our Trustee or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by us. The Trust may advance payments in connection with indemnification under the agreements. The level of indemnification is to the full extent of the net equity based on appraised and/or market value of the Trust. Historically, the Trust has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying consolidated balance sheets.
See Note 14 – Leases, for discussion on lease payment commitments.
14. LEASES
The Trust has operating leases for its corporate offices in Phoenix, Arizona and land leased in Albuquerque, New Mexico. The Trust’s corporate office lease is month to month. All leases are non-cancelable.
Operating Leases
The
Trust holds a month to month office lease agreement with Northpoint Properties for a commercial office lease at 1730 E Northern Ave,
Suite 122, Phoenix, Arizona 85020. Base monthly rent is $
The
Trust’s Albuquerque Hotel is subject to non-cancelable ground lease.
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The following table presents the Trust’s lease costs for the three months ended April 30, 2026:
| For the Three Months Ended | ||||
| April 30, 2026 | ||||
| Operating Lease Costs: | ||||
| Operating lease cost* | ||||
| * |
Supplemental cash flow information is as follows:
| For the Three Months Ended | ||||
| April 30, 2026 | ||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flows from operating leases | $ | ( | ) | |
| Lease obligations: | ||||
| Operating leases, net | $ | |||
| Long-term obligations | $ | |||
Weighted average remaining lease terms and discount rates were as follows:
| Weighted average remaining lease term (years) | April 30, 2026 | |||
| Operating leases | ||||
| Weighted average discount rate | % | |||
| Operating leases | ||||
The aggregate future lease payments for Operating Lease Liability as of April 30, 2026 are as follows:
| For the Years Ending January 31, | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total minimum lease payments | $ | |||
| Less: amount representing interest | ||||
| Total present value of minimum payments | ||||
| Less: current portion | $ | |||
| Long term portion of operating lease liability | ||||
The
Trust compensates its three non-employee Trustees for their services through grants of restricted Shares. As compensation for our Fiscal
Year 2027, on March 16, 2026, we issued restricted Shares (with the aggregate grant date fair value of $
On
September 11, 2025, the Trust’s Board of Trustees approved a grant to issue Officers, Trustees, and Key Employees totaling
fully paid IHT restricted shares. The aggregate grant date fair value of these Shares was approximately $
See Note 2 – “Summary of Significant Accounting Policies” for information related to grants of restricted shares under “Trustee Stock-Based Compensation.”
16. NOTES RECEIVEABLE
Sale of IBC Hospitality Technologies; IBC Hotels LLC (IBC)
On
August 15, 2018 InnSuites Hospitality Trust (IHT) entered into a sale agreement of its technology subsidiary, IBC Hotels LLC (IBC), to
an unrelated third-party buyer (Buyer). As a part of the amended sale agreement, the Trust received a secured promissory note adjusted
to the principal amount of $
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| ● | Note is secured by (1) pledge of the Buyer’s interest in IBC, and (2) a security interest in all assets of IBC, provided IHT shall agree to subordinate such equity interest to commercially reasonable debt financing upon request. | |
| ● | ||
| ● | RRF,
the Management Subsidiary of IHT, is currently the Management Company of IBC. The Note was extended to June 30, 2030, including
interest modification to | |
| ● | Future payments on this note are shown in the table below.
|
| FISCAL YEAR | ||||
| 2030 | ||||
| $ | ||||
| ● | There were past negative impact of the COVID-19 pandemic, on the travel and hospitality industry, in which IBC’s reservation and booking technology operates. IHT believes the IBC business model is sound and viable, partly because IBC focus is on independent boutique hotels. Half of the world’s hotels are non-affiliated hotels. There are only two major hotel reservation systems, both with multi-billion dollar valuation, which are both focused on affiliated hotels.
| |
| ● | IBC was purchased by an affiliate of the Trust Chairman with modified terms and maturity date. The RRF subsidiary of the Trust now manages IBC Hotels, with a five-year option to buy at cost. |
IHT Management believes this option to buy at cost could prove to be a valuable asset of RRF, and eventually IHT in the future, if the current expansion of IBC, (which is underway), is successful in the years ahead.
Rare
Earth Financial LLC (REF), an affiliate majority-owned by our President and CEO, James Wirth, entered into an agreement with the Obasa
Group of Companies, on March 5, 2025, to purchase 102037739 Saskatchewan Ltd, and its subsidiary IBC. RRF LLLP, a subsidiary of IHT,
agreed to become the Management Company of IBC, in an effort to rekindle earlier operations that were partially successful, until the
Covid-19 pandemic in early 2020. The Note Payable to IHT was extended until June 30, 2030, with interest to be paid at
As of April 30, 2026, management evaluated the carrying value of the note and determined no further impairment is needed at this time.
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17. INCOME TAXES
The
Trust is taxed as a C-Corporation. The Trust’s practice is to recognize interest and/or penalties related to income tax matters
in income tax expense. The Trust has received various IRS and state tax jurisdiction notices which the Trust in the process of responding
to in which management believes the notices are without merit and expect full remediation of all tax notices. The Trust and subsidiaries
have deferred tax assets of $
18. EMPLOYEE RETENTION TAX CREDIT
The Trust participated in Economic Relief through a Credit allowed for Entities that suffered financial hardship during the Covid-19 Pandemic, under the CARES (The Coronavirus Aid, Relief, and Economic Security) Act (2020), and The Consolidated Appropriations Act (2021). Both provided fast and direct economic assistance for American workers, families, small businesses, and industries, by the U.S. Department of the Treasury along with Congress. This Credit was available for all Entities of a certain size, impacted by the Virus and who paid Employment Taxes, while working to remain solvent and viable. It is a fully refundable tax credit for Eligible Employers that paid employees to carry on a trade or business that was partially or fully suspended during any calendar year 2020; or that experienced significant decline in gross receipts during any calendar quarter in 2020, due to COVID-19.
As
a result of both legislative acts, the Trust has been and/or is expected to be receiving a net of approximately $
19. GOING CONCERN
InnSuites Hospitality Trust Fiscal Year 2026 was its second Fiscal Year with a loss in the last five Fiscal Years, dating back to Fiscal Year ended 1/31/21. Going forward, IHT is focused on cost cutting at a time of increased tariff/economic uncertainty. For example, hotel insurance rates have been reduced. Modest improvements in total hotel revenue, improved operating profits due to cost cutting measures, the potential of the aforementioned various diversification opportunities, and being listed on the NYSE-American, with a potential of a reverse merger, provide positive equitable assets, and all bode well for the continued success of the Trust. The most recent First Fiscal Quarter of IHT was once again profitable, up from a loss compared to the First Fiscal Quarter of the prior Fiscal Year. We believe that the Trust will once again be profitable in future years, especially with the potential success of and maturing of diversification investments, as well as reverse merger potential.
20. BEST WESTERN REWARDS CREDITS
During
the three months ended April 30, 2026, the Trust recorded approximately $
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21. SUBSEQUENT EVENTS
The Trust has evaluated subsequent events through the date of the filing of its Form 10-Q with the Securities and Exchange Commission. Other than those events disclosed indicating the recovery of economic and business activity, and continuing progress by UniGen with new management aligned with IHT, in seeking the next round of financing and developing its innovative clean energy product, the Trust is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Trust’s financial statements.
The
Trust intends to maintain its current conservative uninterrupted annual dividend policy. The Trust may reduce dividend frequency from
semi-annual to annual, in the current Fiscal Year ahead, to provide additional cashflow for investing purposes, including our current
diversification investments. In the Fiscal Years ended January 31, 2026 and 2025,
Subsequent
to the Fiscal Quarter ended April 30, 2026, the Trust repurchased Shares of Beneficial Interest on the open market for a total
cash repurchase price of approximately $
OTHER RECENT PRONOUCEMENTS
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
| 25 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q and our audited consolidated Form 10-K for the fiscal year ended January 31, 2026.
FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q, including statements containing the phrases “believes,” “intends,” “expects,” “anticipates,” “predicts,” “projects,” “will be,” “should be,” “looking ahead,” “may” or similar words, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend that such forward-looking statements be subject to the safe harbors created by such Acts. These forward-looking statements include statements regarding our intent, belief or current expectations in respect of (i) the declaration or payment of dividends; (ii) the leasing, management or operation of the Hotels; (iii) the adequacy of reserves for renovation and refurbishment; (iv) our financing plans; (v) our position regarding investments, acquisitions, developments, financings, conflicts of interest and other matters; (vi) expansion of UniGen; (vii) our plans and expectations regarding future sales of hotel properties; and (viii) trends affecting our or any Hotel’s financial condition or results of operations.
These forward-looking statements reflect our current views in respect of future events and financial performance, but are subject to many uncertainties and factors relating to the operations and business environment of the Hotels and our other investments, that may cause our actual results to differ materially from any future results expressed or implied by such forward-looking statements. Examples of such uncertainties include, but are not limited to:
| ● | Oil prices and availability, along with international instability, and its effect on the Travel Industry; | |
| ● | Virus Pandemic and its effect on the Travel Industry; | |
| ● | potential risk of investments, including the investment in UniGen; | |
| ● | Inflation, tariffs, and economic recession; | |
| ● | terrorist attacks or other acts of war; | |
| ● | political instability, and potentially reduced government travel; | |
| ● | available cash, supply chain issues, and increased labor costs for diversified clean energy development and production; | |
| ● | fluctuations in hotel occupancy rates, and effectiveness of marketing; | |
| ● | changes in room rental rates that may be charged by InnSuites in response to market changing demand and rental rate changes or otherwise; | |
| ● | seasonality of our hotel operations business; | |
| ● | collectability of all receivables; | |
| ● | our ability to sell any of our Hotels at market value, or at all; | |
| ● | interest rate fluctuations; |
| 26 |
| ● | changes in, or reinterpretations of, governmental regulations, including, but not limited to, environmental and other regulations, the Americans with Disability Act, Covid-19 and ERTC restrictions, and federal income tax laws and regulations; | |
| ● | competition including supply and demand for hotel rooms and hotel properties; | |
| ● | availability of credit or other financing; | |
| ● | our ability to meet present and future debt service obligations; | |
| ● | our ability to refinance or extend the maturity of indebtedness at, prior to, or after the time it matures; | |
| ● | any changes in our financial condition or operating results due to acquisitions or dispositions of hotel properties; | |
| ● | insufficient resources to pursue our current strategy; | |
| ● | concentration of our investments in the InnSuites ® brand; | |
| ● | the financial condition of franchises, brand membership companies, travel related companies, and receivables from travel related companies; | |
| ● | ability to develop and maintain positive relations with “Best Western” and potential future franchises or brands; | |
| ● | real estate and hospitality market conditions; | |
| ● | hospitality industry factors, including hotel occupancy and hotel rates; | |
| ● | our ability to carry out our strategy, including our strategy regarding diversification and investments; | |
| ● | the Trust’s ability to remain listed on the NYSE American, including meeting the required equity listing requirement, and/or raising additional equity if needed; | |
| ● | effectiveness and security of the Trust’s software program; | |
| ● | the need to periodically repair and renovate our Hotels at a cost at or in excess of our standard 4% reserve; | |
| ● | tariffs and health travel restrictions may affect trade and travel; | |
| ● | our ability to cost effectively integrate any acquisitions with the Trust in a timely manner; | |
| ● | increases in the cost and availability of labor, energy, healthcare, insurance and other operating expenses as a result of inflation, or changed or increased regulation, or otherwise; | |
| ● | presence of drugs or outbreaks of communicable diseases attributed to our hotels or impacting the hotel industry in general; | |
| ● | natural disasters, including adverse climate changes in the areas where we have or serve hotels; | |
| ● | airline strikes, and variations in airline travel demand; | |
| ● | transportation and fuel price increases; | |
| ● | adequacy of property and liability insurance coverage including liability coverage, and increases in cost for property, liability, and health care coverage for employees and potential government regulation with respect to health care coverage; | |
| ● | data breaches or cybersecurity attacks, including breaches impacting the integrity and security of employee and guest data; and | |
| ● | loss of key personnel and uncertainties in the interpretation and application of tax laws, and other legislation. |
We do not undertake any obligation to update publicly or revise any forward-looking statements whether as a result of new information, future events or otherwise except as may be required by law. Pursuant to Section 21E(b)(2)(E) of the Securities Exchange Act of 1934, as amended, the qualifications set forth hereinabove are inapplicable to any forward-looking statements in this Form 10-Q relating to the operations of the Partnership.
| 27 |
OVERVIEW
We are engaged in the ownership and operation of hotel properties. On April 30, 2026, the Trust had two moderate-service hotels, one in Tucson, Arizona and one in Albuquerque, New Mexico with 270 hotel suites. Both of our Trust Hotels are branded through membership agreements with Best Western, and both are also trademarked as InnSuites Hotels and Suites. We are also involved in various operations incidental to the operation of hotels, such as the operation of a limited-service restaurant, and bar, as well as meeting/banquet room rentals.
At April 30, 2026, we owned a direct 21.90% interest in the Albuquerque, New Mexico Hotel, and, together with the Partnership, owned an indirect 51.69% interest in the Tucson, Arizona Hotel.
In addition, we manage InnDependent Boutique Collection Hotels, (IBC Hotels, LLC), offering reservations and branding services to independent hotels, with new technology reservations and booking engine technology provided, and with an option to purchase IBC Hotels, LLC, at cost over the next five years. We hold a diversification investment in UniGen Power Inc., which is developing an efficient clean energy portable efficient electricity generator innovation.
Trust operations consist of one reportable segment – Hotel Ownership & Hotel Management Services. Hotel Ownership Operations derives its revenue from the operation of the Trust’s two hotel properties with an aggregate of 270 hotel suites in Arizona and New Mexico. Hotel management services, provides management services for the Trust’s two Hotels. As part of our management services, we also provide trademark and licensing services, and manage IBC Hotels, LLC.
Our results are significantly affected by the overall economy and travel, occupancy and room rates at the Hotels, our ability to manage costs, changes in room rates, and changes in the number of available suites. Unfavorable changes in these factors, can and have negatively impacted hotel room demand and pricing, which reduces our profit margins. Additionally, our ability to manage costs has been and could be adversely impacted by inflationary increases in operating expenses, resulting in lower operating margins, and higher hourly labor costs. Further increases in area hotel supply, hourly labor cost, declines in demand, or declines in room rates, could result in increased competition, which could have an adverse effect on the occupancy rates, revenue, costs, and profits of the Hotels in their respective markets.
Over time, we expect our high risk but also high profit potential UniGen diversification efficient clean energy generation investment, to grow and provide a substantial source of income in the future. We also expect profit potential from IBC management, and the five-year option to purchase IBC, LLC, at cost.
On February 20, 2026, the IHT President, Secretary/Treasurer, and CFO of InnSuites Hospitality Trust, were all three elected to similar management positions of UniGen Power, Inc. With this new UniGen Management in place, IHT expects our UniGen diversification efficient clean energy generation investment to be reinvigorated to grow and potentially provide a substantial source of income in the future. In addition, our RRF Management subsidiary took over Management of InnDependent Boutique Collection, LLC (IBC Hotels), during the Fiscal Year just ended, January 31, 2026, raising expectations of additional profits in the area of independent/boutique hotel reservations, and other hotel services for Global boutique and independent resorts and hotels. Independent hotels represent half the world’s hotels and resorts.
We expect the current Fiscal Year 2027 to be stable in the domestic travel industry, stable relatively high level Hotel occupancy, modest increases of room rates, as well as continuation of current cost control all leading to stable, or moderately increasing profitability of our hotels. We believe that we have positioned the Hotels to remain competitive through our now fully completed Tucson and Albuquerque hotel refurbishments, by offering fully refurbished studios and two-room suites at each location, and by maintaining popular complementary guest amenities, including complimentary hot, healthy breakfast and free high-speed Internet access.
Our strategic plan is to continue to obtain the full benefit of our real estate equity, by ultimately obtaining full current value for our two Hotels at market value, which is believed by management to be substantially higher than lower book values, over the next 36 months. In addition, the Trust is seeking further diversification including a larger private reverse merger partner that may benefit from a merger that would afford that partner access to our listing on the NYSE AMERICAN.
HOTEL OPERATIONS
Our expenses consist primarily of property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees, hotel operating expenses, and non-cash depreciation of the Hotels. Hotel operating expenses consist primarily of payroll, guest and maintenance supplies, marketing, and utilities expenses. Management believes that a review of the historical performance of the operations of the Hotels, particularly with respect to Occupancy, which is calculated as rooms sold divided by total rooms available, average daily rate (“ADR”), calculated as total room revenue divided by number of rooms sold, and revenue per available room (“REVPAR”), calculated as total room revenue divided by number of rooms available, is appropriate for understanding operation of the Hotels.
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The following tables show historical financial and other information for the periods indicated:
| For the Three Months Ended | ||||||||||||||||
| Albuquerque | April 30, | |||||||||||||||
| 2026 | 2025 | Change | %-Incr/Decr | |||||||||||||
| Occupancy | 92.91 | % | 89.12 | % | 3.79 | % | 4.25 | % | ||||||||
| Average Daily Rate (ADR) | $ | 93.82 | $ | 94.18 | $ | (0.36 | ) | -0.38 | % | |||||||
| Revenue Per Available Room (REVPAR) | $ | 87.17 | $ | 83.93 | $ | 3.24 | 3.86 | % | ||||||||
| For the Three Months Ended | ||||||||||||||||
| Tucson | April 30, | |||||||||||||||
| 2026 | 2025 | Change | %-Incr/Decr | |||||||||||||
| Occupancy | 80.03 | % | 79.90 | % | 0.13 | % | 0.16 | % | ||||||||
| Average Daily Rate (ADR) | $ | 111.19 | $ | 113.66 | $ | (2.47 | ) | -2.17 | % | |||||||
| Revenue Per Available Room (REVPAR) | $ | 88.99 | $ | 90.82 | $ | (1.83 | ) | -2.02 | % | |||||||
| For the Three Months Ended | ||||||||||||||||
| Combined | April 30, | |||||||||||||||
| 2026 | 2025 | Change | %-Incr/Decr | |||||||||||||
| Occupancy | 85.37 | % | 83.75 | % | 1.62 | % | 1.94 | % | ||||||||
| Average Daily Rate (ADR) | $ | 103.35 | $ | 105.01 | $ | (1.66 | ) | -1.58 | % | |||||||
| Revenue Per Available Room (REVPAR) | $ | 88.23 | $ | 87.94 | $ | 0.29 | 0.33 | % | ||||||||
No assurance can be given that occupancy, ADR and/or REVPAR will or will not increase or decrease as a result of changes in national or local economic or hospitality industry conditions.
We enter transactions with certain related parties from time to time. For information relating to such related party transactions see the following:
| ● | For a discussion of management and licensing agreements with certain related parties, see Note 2 to our Unaudited Condensed Consolidated Financial Statements – “Summary of Significant Policies – Revenue Recognition – Hotel Operations” | |
| ● | For a discussion of guarantees of our mortgage notes payable by certain related parties, see Note 6 to our Unaudited Condensed Consolidated Financial Statements – “Mortgage Notes Payable.” | |
| ● | For a discussion of our equity sales and restructuring agreements involving certain related parties, see Note 3 to our Unaudited Condensed Consolidated Financial Statements – “Sale of Ownership Interests in Subsidiaries”. | |
| ● | For a discussion of other related party transactions, see Note 11 to our Unaudited Condensed Consolidated Financial Statements – “Related Party Transactions.” |
RESULTS OF OPERATIONS FOR THE FISCAL TWELVE MONTH TRAILING ENDED APRIL 30, 2026 COMPARED TO THE FISCAL TWELVE MONTH TRAILING ENDED APRIL 30, 2025.
A summary of total operating results of the Trust for the twelve-month trailing periods ended April 30, 2026 and 2025 is as follows:
| LTM April 30, 2026 | LTM April 30, 2025 | Change | % Change | |||||||||||||
| Total Revenues | $ | 7,555,021 | $ | 7,505,309 | $ | 49,712 | 1 | % | ||||||||
| Operating Expenses | 8,164,667 | 8,204,084 | (39,417 | ) | (0 | )% | ||||||||||
| Operating Loss | (609,646 | ) | (698,775 | ) | 89,129 | 13 | % | |||||||||
| Interest Income and Other | 52,988 | 11,240 | 41,748 | 371 | % | |||||||||||
| Interest Expense | (484,082 | ) | (509,639 | ) | 25,557 | 5 | % | |||||||||
| UniGen Impairment | (222,917 | ) | - | (222,917 | ) | na | ||||||||||
| BW Rewards Credit | (91,119 | ) | (241,911 | ) | 150,792 | 62 | % | |||||||||
| Income Tax Benefit | (100 | ) | (115 | ) | 15 | 13 | % | |||||||||
| Consolidated Net Loss | (1,354,876 | ) | (1,439,200 | ) | 84,324 | 6 | % | |||||||||
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RESULTS OF OPERATIONS FOR THE FISCAL THREE MONTHS ENDED APRIL 30, 2026 COMPARED TO THE FISCAL THREE MONTHS ENDED APRIL 30, 2025
A summary of total operating results of the Trust for the three months ended April 30, 2026 and 2025 is as follows:
| For the Three Months Ended April 30, | ||||||||||||||||
| 2026 | 2025 | Change | % Change | |||||||||||||
| Total Revenues | $ | 2,193,509 | $ | 2,205,763 | $ | (12,254 | ) | (1 | )% | |||||||
| Operating Expenses | 2,020,600 | 1,983,367 | 37,233 | 2 | % | |||||||||||
| Operating Income | 172,909 | 222,396 | (49,487 | ) | 22 | % | ||||||||||
| Interest Income and Other | 50,738 | 750 | 49,988 | 6,665 | % | |||||||||||
| Interest Expense | (111,292 | ) | (151,203 | ) | 39,911 | 26 | % | |||||||||
| BW Rewards Credit | (37,653 | ) | (33,153 | ) | (4,500 | ) | (14 | )% | ||||||||
| Income Tax Benefits | - | 240 | (240 | ) | (100 | )% | ||||||||||
| Consolidated Net Income | 74,702 | 39,030 | 35,672 | 91 | % | |||||||||||
Trust operations consist of one reportable segment – Hotel Ownership & Hotel Management Services. Hotel Ownership Operations derives its revenue from the operation of the Trust’s two hotel properties with an aggregate of 270 hotel suites in Arizona and New Mexico. Hotel management services, provides management services for the Trust’s two Hotels. As part of our management services, we also provide trademark and licensing services.
The Trust has chosen to focus its hotel investments on the southwest region of the United States. The Trust does not review assets by geographical region; therefore, no income statement or balance sheet information by geographical region is provided.
REVENUE:
For the First Fiscal Quarter three months ended April 30, 2026, we had total revenue of approximately $2.19 million compared to approximately $2.21 million for the three months ended April 30, 2025, a decrease of approximately $12,000. In the prior Fiscal Years ended January 31, 2026, 2025 and 2014, we made significant improvements to our Albuquerque, New Mexico and Tucson, Arizona hotels. During the three months ended April 30, 2026, total revenue remained relatively stable, benefiting from prior refurbishments.
Total Consolidated Net Income for the three months ended April 30, 2026 was approximately $75,000, an increase of approximately $36,000 compared to approximately $39,000 for the same prior Fiscal Quarter. Net loss attributable to Controlling Interests was approximately $18,000 for the three months ended April 30, 2026, compared to a net loss attributable to Controlling Interests of approximately $121,000 for the same prior period. Net loss per share – basic and diluted – attributable to Controlling Interests was negative at $0.00 for the three months ended April 30, 2026, flat to net loss per share of $(0.01) for the prior year three month period.
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Total Trust Equity decreased to ($921,921) at the end of Fiscal First Quarter 2026, up approximately $76,000, from the ($998,842) reported at the end of the Fiscal First Year 2026. Net Income before non-cash depreciation expense was $177,701 for the Fiscal First Quarter ended April 30, 2026, compared to $61,268 for the Fiscal First Quarter ended April 30, 2025, which is an increase of approximately $115,000.
Room revenues were essentially flat during the three months ended April 30, 2026, at approximately $2.12 million for the three months ending April 30, 2026, and April 30, 2025, respectively. Due to the increased occupancy, food and beverage revenue increased approximately 12% to approximately $34,000 for the three months ending April 30, 2026 as compared to approximately $30,000 during the three months ending April 30, 2025, an increase of approximately $4,000. During Fiscal Year 2027, we expect additional modest improvements in occupancy, modest improvements in rates and steady food and beverage revenues.
EXPENSES:
Total expenses net of interest expense were approximately $2.02 million for the three months ended April 30, 2026, reflecting an increase of approximately $37,000, or 2%, compared to total expenses net of interest expense of approximately $1.98 million for the three months ended April 30, 2025.
Room expenses consisting of salaries and related employment taxes for property management, front office, housekeeping personnel, reservation fees and room supplies were approximately $645,000 for the three months ended April 30, 2026 down from $661,000 in the prior year three month period for an improvement of approximately $16,000, or 2%. Room expenses decreased despite increased occupancy at the hotels, due to effective cost management.
Food and beverage expenses included food and beverage costs, personnel and miscellaneous costs to provide banquet events. For the three months ended April 30, 2026, food and beverage expenses remained relatively flat at approximately $24,000 for the three months ended April 30, 2026, compared to approximately $26,000 for the three months ended April 30, 2025. There were several cost savings initiatives to offset rising food and beverage purchasing costs.
General and administrative expenses include overhead charges for management, accounting, shareholder and legal services. General and administrative expenses of approximately $547,000 for the three months ended April 30, 2026, increased approximately $79,000, or 17%, from approximately $468,000 for the three months ended April 30, 2025 primarily due to increased corporate overhead costs.
Sales and marketing expense increased approximately $9,000, or 7%, to approximately $136,000 for the three months ended April 30, 2026 from approximately $127,000 for the three months ended April 30, 2025. Increased focus on sales and marketing drove the increase.
Repairs and maintenance expense decreased by approximately $13,000, or 11%, from approximately $109,000 reported for the three months ended April 30, 2025 to approximately $96,000 for the three months ended April 30, 2026. Having completed the property improvements at our Tucson, Arizona hotel Management anticipates the improvements which complies with the increasing Best Western standards, will (after the adverse effects of travel restrictions and slowdown), lead to improvement in guest satisfaction and will drive additional revenue growth through increased occupancy and increased rates.
Hospitality expenses, which includes the cost associated with our complimentary hot, healthy breakfast, decreased by approximately $7,000, or 4%, from approximately $158,000 for the three months ended April 30, 2025 to approximately $152,000 for the three months ended April 30, 2026. The decrease was primarily due to more effective cost management in our complimentary breakfast and social hour offerings.
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Utility expenses increased approximately $1,000, or 1%, to approximately $87,000 reported for the three months ended April 30, 2026 compared with approximately $86,000 for the three months ended April 30, 2025.
Hotel property non-cash depreciation expenses increased by approximately $13,000 from approximately $182,000 reported for the three months ended April 30, 2025 to approximately $195,000 for the three months ended April 30, 2026.
Real estate and personal property taxes, Insurance and Ground Rent expenses decreased approximately $25,000, or 16%, to approximately $133,000 reported for the three months ended April 30, 2026 compared with approximately $158,000 for the three months ended April 30, 2025.
LIQUIDITY AND CAPITAL RESOURCES
Overview – Hotel Operations & Corporate Overhead
Two principal sources of cash to meet our cash requirements, include monthly management/accounting fees from our two hotels and distributions of our share of the Partnership’s cash flow of the Tucson hotel, as well as quarterly distributions from the Albuquerque, New Mexico properties. Additional sources of cash include potential new intercompany loans and loan repayments, potential future real estate hotel sales/refinances, and potential returns on diversified investments. The Partnership’s principal source of revenue is hotel operations for the hotel property it owns in Tucson, Arizona, as well as management fees from hotels and IBC reservations. Our liquidity, including our ability to make distributions to our Tucson Investors, will depend upon our ability, and the Partnership’s ability, to generate sufficient cash flow from hotel operations, from management fees, and from the potential sale and/or refinance of the hotel, and to service our debt including repayment of an intercompany loan related to Tucson.
Hotel operations were positively affected by stable room rates at the Hotels in the Fiscal Year 2026, and stable occupancy, rates, and/or cost controls the First Fiscal Quarter of Fiscal 2027, ended April 30, 2026, as the travel industry momentum stabilizes.
With approximately $41,000 of cash as of April 30, 2026 and the availability of three $250,000 bank lines of credit, potential funds available from the $2,500,000 related party Demand/Revolving Line of Credit/Promissory Note, and the availability of Advances to Affiliate credit facilities and available Bank lines of Credit, we believe that we will have enough cash on hand to meet all of our financial obligations as they become due for at least the next twelve months from the issuance date of the these consolidated financial statements. Our management is analyzing strategic options available to us, including raising additional funds, asset sales, benefitting from clean energy investment, and IBC cash flow as our diversification investment matures, and a possible reverse merger. However, such transactions may not be available on terms that are favorable to us, or at all.
IHT and InnDependent Boutique Collections Hotels (IBC), agreed to extend the payment schedule on IBC’s note to June 30, 2030, as RRF, the IHT Management Subsidiary, took over IBC Management, as of March 7, 2025, and obtained a five-year option to purchase IBC Hotels, LLC, at cost.
There can be no assurance that we will be successful fully collecting receivables, in refinancing debt, or raising additional or replacement funds, or that these funds may be available on terms that are favorable to us. If we are unable to raise additional or replacement funds, we may be required to sell or refinance certain of our assets to meet our liquidity needs, which may not be on terms that are favorable.
We anticipate stable leisure and business travel demand, and limited additional new-build hotel supply in our markets during the current Fiscal Year 2027, and accordingly we anticipate stable revenues or moderately improving, and operating margins. We expect challenges, but also optimism, for the remaining Fiscal Year, based on fluctuating oil prices, a strong economy, inflation, both up and down, and internal cost control.
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Cash used in operating activities from continuing operations totaled approximately $41,000 during the three months ended April 30, 2026 improved compared to net cash provided of approximately $280,000 during the three months ended April 30, 2025. Consolidated net income was approximately $75,000 for the three months ended April 30, 2026 as compared to consolidated net income for the three months ended April 30, 2025 of approximately $39,000. Explanation of the differences between these fiscal years are explained above in the results of operations of the Trust.
Changes in the adjustments to reconcile net income for the three months ended April 30, 2026 and 2025, respectively, consist primarily of operating lease costs, stock-based compensation, hotel property depreciation, and changes in assets and liabilities. Hotel property depreciation was approximately $195,000 during the three months ended April 30, 2026 compared to approximately $182,000 during the three months ended April 30, 2025, an increase of approximately $13,000 as the Trust recognized more depreciation due to increased hotel property investment.
Changes in assets and liabilities for accounts receivable, prepaid expenses and other assets and accounts payable and accrued expenses totaled approximately $(316,000) and $58,000 for the three months ended April 30, 2026 and 2025, respectively. This significant decrease in changes in assets and liabilities for the three months ended April 30, 2026 compared to the three months ended April 30, 2025 was due to the decrease in operating liabilities related to ongoing operations.
Net cash used in investing activities totaled approximately $75,000 for the three months ended April 30, 2026 compared to net cash used in investing activities of approximately $196,000 for the three months ended April 30, 2025. The decrease in net cash used in investing activities during the three months ended April 30, 2026 was due primarily to lower spending on capital improvements in the hotels.
Net cash used in financing activities totaled approximately $(193,000) and $(164,000), respectively, for the three months ended April 30, 2026 and 2025. The increase of approximately $29,000 was primarily due to higher payments on notes payable to related parties.
Principal payments on mortgage notes payable for continuing operations were approximately $77,000 and $87,000 during the three months ended April 30, 2026 and 2025, respectively.
Payments on notes payable–related party were approximately $113,000 and $67,000 of cash used in financing activities during the three months ended April 30, 2026 and 2025, respectively.
During the three months ended April 30, 2026, our distributions to non-controlling interest holders was approximately $0 compared with approximately $0 for the three months ended April 30, 2025.
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We continue to contribute to a Capital Expenditures Fund (the “Fund”) an amount equal to 4% of our Tucson InnSuites Hotel revenues from operation of the Hotel. The Fund is restricted by the mortgage lender for our Tucson property. As of April 30, 2026, and 2024, there were no monies held in these accounts reported on our unaudited condensed consolidated Balance Sheet as “Restricted Cash.” The Fund is intended to be used for capital improvements to the Hotels and refurbishment and replacement of furniture, fixtures and equipment. During the three months ended April 30, 2026 and 2024, the Hotel spent approximately $64,000 and $196,000 respectively, for capital expenditures. The capital expenditures were primarily associated with the property improvements at the Hotel, as required to meet continuing Best Western standards. We consider most of these improvements to be revenue producing. Therefore, these amounts are capitalized and depreciated over their estimated useful lives. For the remaining Fiscal Year 2025 capital expenditures, we plan on spending less on capital improvements as we have completed our property improvements at our Tucson, Arizona hotel and our Albuquerque hotel, both of which required significant amounts of capital improvements in prior periods. Repairs and maintenance were charged to expense as incurred and approximated $96,000 and $109,000 for the three months ended April 30, 2026 and 2025, respectively.
We have minimum debt payments, net of debt discounts, of approximately $665,000 and approximately $2,796,000 due during Fiscal Years 2027 and 2028, respectively. Minimum debt payments due during Fiscal Year 2025 and 2026 include approximately $195,000 and $263,000 of mortgage notes payable, approximately $470,000 of other notes payable, which are unsecured promissory notes outstanding to unrelated third parties, and approximately $2,532,000 of notes payable-related party.
We may seek to negotiate additional credit facilities refinancing one or both hotels, or issue debt instruments. Any debt incurred or issued by us may be secured or unsecured, long-term, medium-term, or short-term, bear interest at a fixed or variable rate and be subject to such other competitive terms as we consider prudent.
COMPETITION IN THE HOTEL INDUSTRY
The hotel industry is highly competitive. Both the Tucson and Albuquerque hotels experienced record or near record high revenues and Gross Operating Profit (GOP Profits), in Fiscal Year 2026 (February 1, 2025 to January 31, 2026). This high revenue resulted from solid occupancy and incremental modest increases in room rates. Thus, the positive effect on gross operating profit largely resulted due to cost control measures, and modest room rate increases. Fiscal 2027 appears positive thus far, and could be favorably impacted if political unrest stabilizes, and oil prices decline, as the Fiscal Year continues. Continued competition in corporate, leisure, group, and government business in the markets in which we operate, may affect our ability to maintain room rates, hold occupancy, and maintain market share. Each of the Hotels faces competition primarily from other mid-market hotels located in its immediate vicinity, but also competes with hotel properties located in other geographic markets, and increasingly from alternative lodging facilities, such as Airbnb. While none of the Hotels’ competitors dominate any of their geographic markets, some of those competitors may have greater marketing and/or financial resources than the Trust.
Hotel property refurbishments have been completed by the two Trust hotels and by certain competitors in both Hotels’ markets, and additional hotel property developments may be built in the future. Such hotel developments or refurbishments could have an adverse effect on the revenue of our Hotels in their respective markets.
The Trust’s hotel investments are located in Arizona and New Mexico. With the completed renovations meeting Best Western standards at our Tucson, Arizona and Albuquerque, New Mexico hotel properties, those hotels are expected to continue to see incremental demand during the next 24 months. Supply has been relatively steady in those respective markets. Either a significant increase in supply or a significant decline in demand could result in increased competition, which could have an adverse effect on occupancy, room rates and revenues of our Hotels in their respective markets. Solid revenues are benefiting our hotels in the First Fiscal Quarter of Fiscal 2027, (February 1, 2026 to April 30, 2026). Solid results are expected to continue for the balance of Fiscal Year 2027, through January 31, 2027.
The Trust may not invest further in hotels, but rather diversify into investments such as the investment made by the Trust in December 2019 in the innovative UniGen Power, Inc. (UniGen), efficient clean energy electricity generation company, or the underserved IBC independent/boutique hotel market. The Trust may continue to seek further diversification including through a merger or reverse merger with a larger non-public entity seeking an NYSE-American public stock market listing.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
As a partial balance to the current hotel industry, the Trust looks to benefit from, and expand, its UniGen clean energy operation diversification investment and IBC management in the year ahead. See Note 16 of the unaudited consolidated financial statements for discussion on IBC, and Note 3 for discussion on UniGen.
In our Annual Report on Form 10-K for the Fiscal Year ended January 31, 2026, filed with the SEC on May 15, 2026, we identified the critical accounting policies that affect our more significant estimates and assumptions used in preparing our condensed consolidated financial statements. We believe that the policies we follow for the valuation of our Hotel properties, which constitute a major part of our assets, are our most critical policies which has not changed in the period ended April 30, 2026. Those policies include methods used to recognize and measure any identified impairment of our Hotel property assets.
Asset Impairment
We believe that the policies we follow for the valuation of our hotel properties, which constitute the majority of our assets, are our most critical policies. The Financial Accounting Standards Board (“FASB”) has issued authoritative guidance related to the impairment or disposal of long-lived assets, codified in ASC Topic 360-10-35, which we apply to determine when it is necessary to test an asset for recoverability. On an events and circumstances basis, we review the carrying value of our hotel properties. We will record an impairment loss and reduce the carrying value of a property when anticipated undiscounted future cash flows and the current market value of the property do not support its carrying value. In cases where we do not expect to recover the carrying cost of hotel properties held for use, we will reduce the carrying value to the fair value of the hotel, as determined by a current appraisal or other acceptable valuation methods. We did not recognize a hotel properties impairment loss in Fiscal Years 2026 or 2025. We did not recognize a hotel properties impairment loss for the three months ended April 30, 2026 or 2025. As of April 30, 2026, our management does not believe that the carrying values of any of our hotel properties are impaired. At the end of Fiscal 2027, (February 1, 2026 through January 31, 2027),IHT did recognize a partial impairment of its UniGen equity investment. Effective February 20, 2026, IHT Management assumed key management positions of UniGen with plans to reinvigorate UniGen to benefit UniGen debt and equity investors, including IHT.
Sale of Hotel Assets
Management believes that our currently owned Hotels, as well as our UniGen investment, are valued at prices that are reasonable in relation to their current fair market value. At this time, the Trust is unable to predict when, and if, either of its Hotel properties will be sold. The Trust seeks to sell one or both hotels over the next 36 months. We believe that each of the assets is available at a price that is reasonable in relation to its current fair market value.
Revenue Recognition
Revenues are primarily derived from the sources below and are recognized as services are rendered and it is probable that the entity will collect substantially all of the consideration. Amounts received in advance of revenue recognition are considered deferred liabilities and are generally not significant.
Revenues primarily consist of room rentals, food and beverage sales, management and trademark fees and other miscellaneous revenues from our properties. Revenues are recorded when rooms are occupied and when food and beverage sales are delivered.
Each room night consumed by a guest with a cancellable reservation represents a contract whereby the Trust has a performance obligation to provide the room night at an agreed upon price. For cancellable reservations, the Trust recognizes revenue as each performance obligation (i.e., each room night) is met. Such contract is renewed if the guest continues their stay. For room nights consumed by a guest with a non-cancellable reservation, the entire reservation period represents the contract term whereby the Trust has a performance obligation to provide the room night or nights at an agreed upon price. For non-cancellable reservations, the Trust recognizes revenue over the term of the performance period (i.e., the reservation period) as room nights are consumed. For these reservations, the room rate is typically fixed over the reservation period. The Trust uses an output method based on performance completed to date (i.e., room nights consumed) to determine the amount of revenue it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since consumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist with respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout.
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In evaluating its performance obligation, the Trust bundles the obligation to provide the guest the room itself with other obligations (such as free Wi-Fi, grab and go or hot breakfast, access to on-site laundry facilities and parking), as the other obligations are not distinct and separable because the guest cannot benefit from the additional amenities without the consumed room night. The Trust’s obligation to provide the additional items or services is not separately identifiable from the fundamental contractual obligation (i.e., providing the room and its contents). The Trust has no performance obligations once a guest’s stay is complete.
We are required to collect certain taxes and fees from customers on behalf of government agencies and remit these back to the applicable governmental agencies on a periodic basis. We have a legal obligation to act as a collection agent. We do not retain these taxes and fees and, therefore, they are not included in revenues. We record a liability when the amounts are collected and relieve the liability when payments are made to the applicable taxing authority or other appropriate governmental agency.
COMPLIANCE WITH CONTINUED LISTING STANDARDS OF NYSE AMERICAN
The Trust’s Management received communication from the NYSE-American on August 29, 2022, indicating IHT is fully compliant with all of the Continued Listing Standards Equity Requirements set forth in Part 10 of the NYSE American Company Guide, of the NYSE-American. The Trust seeks to take steps as needed/where needed, to maintain continued listing Equity requirement standards.
NON-GAAP FINANCIAL MEASURES
The following non-GAAP presentations of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and funds from operations (“FFO”) are made to assist our investors in evaluating our operating performance.
Adjusted EBITDA is defined as earnings before interest expense, amortization of loan costs, interest income, income taxes, non-cash depreciation and amortization, and non-controlling interests in the Trust. We present Adjusted EBITDA because we believe these measurements (a) more accurately reflect the ongoing performance of our hotel assets and other investments, (b) provide more useful information to investors as indicators of our ability to meet our future debt payments and working capital requirements, and (c) provide an overall evaluation of our financial condition. Adjusted EBITDA as calculated by us may not be comparable to Adjusted EBITDA reported by other companies that do not define Adjusted EBITDA exactly as we define the term. Adjusted EBITDA does not represent cash generated from operating activities determined in accordance with GAAP and should not be considered as an alternative to (a) GAAP net income or loss as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity.
A reconciliation of net loss attributable to controlling interests to Adjusted EBITDA for the three and three months ended April 30, 2026 and 2025 is approximately as follows:
| For the Three Months Ended April 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss attributable to controlling interests | $ | (18,000 | ) | $ | (121,000 | ) | ||
| Add back: | ||||||||
| Depreciation | 195,000 | 182,000 | ||||||
| Interest expense | 111,000 | 151,000 | ||||||
| Less: | ||||||||
| Interest Income | (16,000 | ) | (1,000 | ) | ||||
| Adjusted EBITDA | $ | 272,000 | $ | 211,000 | ||||
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FFO is calculated on the basis defined by the National Association of Real Estate Investment Trusts (“NAREIT”), which is net loss attributable to common shareholders, computed in accordance with GAAP, excluding gains or losses on sales of properties, asset impairment adjustments, and extraordinary items as defined by GAAP, plus non-cash depreciation and amortization of real estate assets, and after adjustments for unconsolidated joint ventures and non-controlling interests in the operating partnership. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. The Trust is an unincorporated Ohio business investment, (real estate investment trust); however, the Trust is not a real estate investment trust for federal taxation purposes. Management uses this measurement to compare itself to REITs with similar depreciable assets. We consider FFO to be an appropriate measure of our ongoing normalized operating performance. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other companies that either do not define the term in accordance with the current NAREIT definition or interpret the NAREIT definition differently than us. FFO does not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to (a) GAAP net income or loss as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity, nor is it indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO should be considered along with our net income or loss and cash flows reported in the consolidated financial statements.
An approximate reconciliation of net loss attributable to controlling interests to FFO for the three and three months ended April 30, 2026 and 2025:
| For the Three Months Ended April 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss attributable to controlling interests | $ | (18,000 | ) | $ | (121,000 | ) | ||
| Add back: | ||||||||
| Depreciation | 195,000 | 182,000 | ||||||
| Non-controlling interest | (30,000 | ) | 160,000 | |||||
| FFO | $ | 270,000 | $ | 221,000 | ||||
FUTURE POSITIONING
In viewing the hotel industry cycles, the Board of Trustees determined that it was appropriate to continue to seek buyers for one or both of our two remaining Hotel properties. We continue to make our Tucson Hotel and Albuquerque Hotel available for sale at market value, on the website www.suitehotelsrealty.com.
The table below provides book values, mortgage balances and Estimated Market Asking Price for the Hotels.
| Estimated Market | ||||||||||||
| Hotel Property | Book Value | Mortgage Balance | Asking Price | |||||||||
| Albuquerque | $ | 808,817 | $ | 1,103,145 | 9,500,000 | |||||||
| Tucson Oracle | 5,796,169 | 7,631,872 | 18,500,000 | |||||||||
| $ | 6,604,986 | $ | 8,735,017 | $ | 28,000,000 | |||||||
The “Estimated Market Asking Price” is the amount at which we believe we may be able to sell each of the Hotels and is adjusted to reflect hotel sales in the Hotels’ areas of operation and projected upcoming 12 month earnings of each of the Hotels. The Estimated Market Asking Price is not based on appraisals of the properties.
We have from time to time listed hotel properties with a long time highly successful local real estate hotel broker who has successfully sold four of our hotel properties. We believe that each of the assets, the Tucson and Albuquerque hotels, have an estimated market asking price that is reasonable in relation to its current fair market value. We plan to sell one or both of our remaining two Hotel properties within 36 months. We can provide no assurance that we will be able to sell either or both of the Hotel properties on terms favorable to us or within our expected time frame, or at all.
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Although believed feasible, we may be unable to realize the asking price for the individual Hotel properties or to sell and/or refinance one or both. However, we believe that the asking price values are reasonable based on current local market conditions, comparable sales, and anticipated occupancy, rates, and profits per hotel. Changes in market conditions have in part resulted, and may in the future result, in our changing one or all of the asking prices.
Our long-term strategic plan is to obtain the full benefit of our real estate equity, to benefit from our UniGen Power, Inc., (UniGen) clean electricity energy operation diversified investment, to benefit from IBC independent hotel services potential operations and branding diversification, and to pursue a merger with another company, likely a private larger entity that seeks to go public to list on the NYSE AMERICAN Exchange. We are experiencing increased interest from reverse merger candidates. We are reciprocally interested in reverse merger candidates.
SHARE REPURCHASE PROGRAM
For information on the Trust’s Share Repurchase Program, see Part II, Item 5. “Market for the Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.” of our most recent 10-K Annual Report filed on May 15, 2026. IHT is aggressively participating in the Share Repurchase Program, which management believes to have strong value potential available in the IHT Stock.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet financing arrangements or liabilities. We do not have any majority-owned or controlled subsidiaries that are not included in our consolidated financial statements.
SEASONALITY
The Hotels’ operations historically have been somewhat seasonal. The Tucson Arizona Hotel historically experiences the highest occupancy in the first Fiscal Quarter (the winter high season) and, to a lesser extent, the fourth Fiscal Quarter. The second Fiscal Quarter (summer low season) historically tends to be the lowest occupancy period at this Arizona Hotel. This seasonality pattern can be expected to cause fluctuations in the Trust’s quarterly revenues. The Hotel located in Albuquerque, New Mexico historically experiences its most profitable periods during the second and third Fiscal Quarters (the summer high season), providing some balance to the general seasonality of the Trust’s hotel business.
The seasonal nature of the Trust’s business increases its vulnerability to risks such as travel disruptions, labor force shortages and cash flow issues. Further, if an adverse event such as an actual or threatened virus pandemic, terrorist attack, international conflict, data breach, regional economic downturn or poor weather should occur at either of its two hotels, the adverse impact to the Trust’s revenues and profit could be significant.
INFLATION
We rely on the performance of the Hotels and InnSuites ability to increase revenue to keep pace with inflation. Operators of hotels in general, and InnSuites in particular, can change and do change room rates often and quickly, but competitive pressures may limit InnSuites ability to raise rates as fast as or faster than inflation. During Fiscal Year 2026, ended January 31, 2026, InnSuites did experience increases in rates to offset the inflationary increase labor and other expenses. During the current Fiscal 2027, rates are more stable.
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INVESTMENT IN UNIGEN POWER, INC.
On December 16, 2019, the Trust entered into a Convertible Debenture Purchase Agreement with UniGen Power Inc. (“UniGen”). InnSuites Hospitality Trust (IHT) made an initial $1 million diversification investment in late Fiscal Year 2020 and early Fiscal Year 2021. UniGen is in the process of developing a patented high profit potential new efficient clean energy generation innovation. The investment includes convertible bonds, stocks, and warrants to purchase UniGen stock upon election of the Trust. The investment is valued at fair value (level 3), as defined in Note 2 of the Consolidated Financial Statements. There is no Investment Commitment to UniGen requiring any restriction of cash.
Demand for increased electricity generation is projected to approximately double over the next five years, due to Data Centers, electric vehicles, (EV’s), and projected Artificial Intelligence (AI), demand.
The Trust purchased secured convertible debentures (“Debentures”) in the aggregate amount of $1,000,000 (the “Loan Amount”) (the “Loan”) at an annual interest rate of 6% ($15,000 per quarter). The Debentures are convertible into 1,000,000 Class A shares of UniGen Common Stock at an initial conversion rate of $1.00 per share. Newly elected UniGen management was installed, on February 20, 2026, at the beginning of the IHT Fiscal First Quarter (February 1, 2026 through January 31, 2027). New Management is looking to complete UniGen engineering and assemble two working UniGen TA1000 prototypes within the next 24 months.
The Trust has purchased in addition approximately 575,000 shares of UniGen stock, and holds Warrants with expiration dates extended to June 30, 2029.
The total of all stock ownership upon conversion of the $1 million debenture and exercise of warrants could amount to approximately up to 15-20% of fully diluted UniGen equity.
On the Trust’s balance sheet, the investment of the $1,431,180 consists of approximately $700,000 in note receivables, approximately $300,000 as the fair value of the warrants issued with the Trust’s investment in UniGen, and $431,180 of UniGen Common Stock (575,000 shares), at cost after impairment. The value of the premium related to the fair value of the warrant will accrete over the life of the debentures.
Privately held UniGen Power, Inc. (UniGen) is developing a patented high profit potential (high risk), new efficient clean energy generation innovation. The investment is valued at fair value (level 3), as defined in Note 2 of the Consolidated Financial Statements. There is no Investment Commitment to UniGen requiring any restriction of cash.
UniGen announced that the engineering work is 61% complete, according to UniGen, on the first two prototypes. IHT may participate in an upcoming round of capital raising, now that the new management team is in place.
UniGen is a high risk investment offering high potential investment return if and when successful.
Based on a 96 core “super computer” simulated test together with advanced software, UniGen has confirmed that the UPI 1000TA engine with the addition of recent potential technological advancements, is approximately 33% more fuel efficient than first estimated and will emit only approximately 25% of the maximum admissions allowed by CARB, the strictest of the regulatory standards issued by the state of California.
The UniGen design is to produce generators fueled not only with abundant relatively clean natural gas but also with other even cleaner fuels such as ethanol and hydrogen (that emits only water).
As of February 20, 2026, James Wirth (IHT President) and Marc Berg (IHT Executive Vice President) constituted 100% of the UniGen Board, and is focused to assist in the success of this potentially power industry disruptive relatively clean energy generation innovation.
The Trust has valued UniGen investment as a level 3 fair value measurement, for the following reasons: The investment does not qualify for level 1 since there are no identical actively traded instruments or level 2 identical or similar unobservable markets.
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IBC RECEIVABLE
In the process of ownership and management of branded and unbranded hotels, IHT recognized an unfulfilled need to provide hotel reservations, branding, and hotel services for global Independent Boutique hotels, which at the time and still represent half the hotels in the world. In February 2014, IHT founded IBC Hotels, LLC to explore this unfulfilled opportunity, developing reservations, branding, and related hotel services doing business as “InnDependent Boutique Collection “(IBC Hotels). Initial success in providing reservations for an IHT operated independent hotel was substantial. As this independent hotel services opportunity and the size of this potential demand was increasingly recognized in the travel industry, IBC Hotels was sold in August 2018 to a foreign hotel company planning expansion of independent hotel reservations and services internationally.
The new owner added additional hotels to the reservation system, further developed, updated, and improved existing software, and pursued an agreement with a large international internet hotel guest source. When Covid hit in early 2020 and travel virtually briefly, but almost completely came to a standstill in March 2020, the new owner was not in a position to continue operations pausing IBC Hotels reservation services.
On March 5, 2025, REF , an investment entity owned by the chairman and family of IHT majority shareholder, purchased IBC Hotels, LLC, and hired RRF LLLP, the management company subsidiary of InnSuites Hospitality Trust (IHT), to manage the rebirth of IBC, to benefit from the substantial unfulfilled need worldwide for Independent Boutique hotel and resort reservations, Boutique branding, and related hotel services. In the process, RRF LLLP, a 76% owned subsidiary of IHT and manager of IHT hotels, obtained a five-year option to purchase, at cost, IBC Hotels, LLC . This option is believed to provide IHT a valuable opportunity, if successful, to profit from the revitalization of InnDependent Boutique Collection (IBC Hotels).
Covid had profound initial adverse effects on the travel industry, with reservation companies consolidating to two primary international reservation providers. With travel now having rebounded, these two large reservation providers each hold multibillion-dollar valuations concentrating primarily on branded hotels.
In the process, independents still representing half the world’s hotels continue operation with an unfulfilled need offering significant opportunity to a provider of independent hotel reservations, boutique hotel branding, and hotel services focused on independent hotels. IHT is now in a position to benefit from this global profit opportunity through its management subsidiary, obtaining a management contract to operate IBC Hotels, LLC, and also obtaining a five-year option to purchase, at cost, IBC Hotels, LLC.
Hotel Operation results of the Albuquerque Hotel and the Tucson Hotel achieved record revenue and/or record Gross Operating Profit (GOP) results for the Fiscal Year ended January 31, 2026, and the First Fiscal Quarter of Fiscal 2027. Total Revenues increased to approximately $7.6 million. Solid hotel revenue results are expected for the two hotels, during the Second Fiscal Quarter of 2027, (May 1, 2026 to July 31, 2026). Despite the world geo-political uncertainty, IHT hotel operations contributed to a solid start in the current 2027 Fiscal Year (February 1, 2026, through January 31, 2027), with both the Tucson Hotel and Albuquerque Hotel achieving record results for the combined months of February through mid-June 2025, of the current Fiscal Year. Combined Revenue for both hotels was approximately $2.9 million for the First Four Fiscal Months of Fiscal 2026, a new combined record level.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Based on this evaluation, our Chief Executive Officer (CEO), and our Chief Financial Officer (CFO), concluded that our disclosure controls and procedures were fully effective as of April 30, 2026.
Our management, including our CEO and CFO, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of the Trust’s Chief Executive Officer and Chief Financial Officer and effected by the Trust’s Board of Trustees, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Assessment of Internal Control over Financial Reporting
Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on management’s assessment, management concluded our internal control over financial reporting was fully effective as of April 30, 2026.
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Management’s Remediation Initiatives
In an effort to remediate past deficiencies and enhance the Trust’s internal control over financial reporting, the Trust previously increased its technical accounting expertise through an increasingly seasoned Chief Financial Officer, and in Fiscal Years 2023/2024 promoting its Corporate Controller, and employing one or more full-time Senior Staff Accountants to assist with the Trust’s technical accounting and internal control issues. The CFO has extensive public company reporting experience, to further assist with the Trust’s technical accounting and internal controls.
We have taken several appropriate and reasonable additional steps, as outlined above, to make the necessary improvements to our Accounting staff and internal control over financial reporting, which resulted in management providing the support previously needed with the additional hiring and training of sufficient personnel with appropriate training and expertise in accounting principles generally accepted in the United States. This additional staffing and training has allowed us to make the necessary improvements, including:
| ● | Continuing to improve the control environment through (i) being staffed with sufficient number of personnel to address segregation of duties issues, controls, and to perform control monitoring activities, (ii) increasing the level of GAAP knowledge by retaining additional technical accountants, (iii) implementing formal process to account for non-standard transactions, and (iv) implementing and formalizing management oversight of financial reporting at regular intervals; | |
| ● | Continuing to update the documentation of our internal control processes, including implementing formal risk assessment processes and entity level controls; | |
| ● | Implementing control activities that address relevant risks and assure that all transactions are subject to such control activities; Ensure systems that impact financial information and disclosures have effective information technology controls; | |
| ● | Implementing plan to increase oversight and review of ad hoc spreadsheets while also working to reduce their use; | |
| ● | We are in the process of further enhancing the supervisory procedures to include additional levels of analysis and quality control reviews within the accounting and financial reporting functions; | |
| ● | IHT previously strengthened the position of Chief Financial Officer (CFO), to assist with the Trust’s internal controls oversight; and
| |
| ● | IHT previously filled the position of Senior Controller, and Assistant Controller, which has further assisted with the Trust’s internal controls oversight, and process accounting; and | |
| ● | IHT previously strengthened the position of Chief Financial Officer (CFO), to assist with the Trust’s internal controls oversight; and
| |
| ● | IHT plans to increase its management influence over its diversified UniGen and IBC investments, in the 2027 Fiscal Year ahead. |
We believe that the remediation measures described above have and will continue to strengthen our internal control over financial reporting and remediate any material weaknesses. These remediation efforts were implemented throughout Fiscal Year 2026, and early Fiscal Year 2027. Additional strengthening did take place in the balance of the current Fiscal Year 2026, as well as the current Fiscal Year 2027.
Our management believes that our financial statements included in this Quarterly Report on Form 10-Q for the three months ended April 30, 2026 fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report.
Changes in Internal Control over Financial Reporting
There were continued positive changes in our internal control over financial reporting during Fiscal Year 2026, as well as the three months ended April 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. With the several additions aforementioned above, these new additions should assist with the Trust’s stability, technical accounting, and internal control issues.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Risks Relating to Tariffs and Political Uncertainty
Uncertainty regarding tariffs and worldwide political uncertainty with high oil prices, present in the current economy exist. Given time, it is anticipated that tariff issues, the political uncertainty, and the oil price issues, will be resolved and governments will negotiate and lessen the impact. This should eventually benefit travel and encourage it to resume to normal levels.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Holders of the Trust’s Shares of Beneficial Interest are entitled to receive dividends when and if declared by the Board of Trustees of the Trust out of funds legally available. The holders of Shares of Beneficial Interest, upon any liquidation, dissolution or winding-down of the Trust, are entitled to share ratably in any assets remaining after payment in full of all liabilities of the Trust. The Shares of Beneficial Interest possess ordinary voting rights, each share entitling the holder thereof to one vote. Holders of Shares of Beneficial Interest do not have cumulative voting rights in the election of Trustees and do not have preemptive rights.
For the three months ended April 30, 2026 and 2025, the Trust repurchased 3,747 and 18,456 Shares of Beneficial Interest at an average price of $1.11 and $1.38 per share, respectively. The average price paid includes brokerage commissions. The Trust intends to continue repurchasing Shares of Beneficial Interest in compliance with applicable legal and NYSE AMERICAN requirements. The Trust’s management continues to believe the Trust share price does not recognize the Trust’s full value and/or full potential, due to depreciated book values significantly below market value, continued strengthening of hotel operations and cost controls, with potential additional room rate increases and occupancy increases, the substantial potential of the UniGen efficient clean energy investment, and the redevelopment of IBC Hotels for independent hotels, including its five-year option to purchase at cost, if successful. During the three months ended April 30, 2026, the Trust acquired 3,747 Shares of Beneficial Interest in open market transactions. During Fiscal Year 2026 (February 1, 2025 to January 31, 2026), the Trust repurchased 265,087 IHT Shares at an average price of $1.72 per share.
Other Recent Pronouncements
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| Exhibit No. | Exhibit | |
| 31.1 | Section 302 Certification by Chief Executive Officer | |
| 31.2 | Section 302 Certification by Chief Financial Officer | |
| 32.1 * | Section 906 Certification of Principal Executive Officer and Principal Financial Officer | |
| 101 | Inline XBRL Exhibits | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Schema Document | |
| 101.CAL | Inline XBRL Calculation Linkbase Document | |
| 101.LAB | Inline XBRL Labels Linkbase Document | |
| 101.PRE | Inline XBRL Presentation Linkbase Document | |
| 101.DEF | Inline XBRL Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Management contract or compensation plan or arrangement.
* Furnished, note filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INNSUITES HOSPITALITY TRUST | |
| Date: June 18, 2026 | /s/ James F. Wirth |
| James F. Wirth | |
| Chairman and Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: June 18, 2026 | /s/ Sylvin R. Lange |
| Sylvin R. Lange | |
Sylvin Lange, Chief Financial Officer (Principal Financial and Accounting Officer) |
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